CONSULTING AGREEMENT
This Agreement, made this 1st day of March 2001, by and
between Xxxxxxxx.xxx, Inc., a Florida Corporation (Company),
and Communication Connection, Inc., a Florida corporation
(Consultant).
1. The Company hereby retains Consultant, and the
Consultant agrees to perform the following services:
a. Solicitation of clients to sell all products and
services provided or to be provided by the Company.
b. Private labeling of products and services provided by
the Company. Consultant shall be compensated as hereandafter
provided in paragraph 2c.
c. The development of additional sources of revenue and
strategic alliances. Consultant shall be compensated as
hereandafter provided in paragraph 2b.
d. The development of a Real Estate seminar series, to
include: the development of marketing materials, the
coordination of any and all media buying, power point
presentations, hiring of speakers, testing of events,
coordination of road crews, the completion of production of
an Infomercial, administrative support and general
management. It is understood this is the primary activity
for which the Consultant will earn the consulting fee.
2. In consideration of the performance by Consultant of
the Services under this Agreement, the Company agrees to pay
Consultant for its time, material, and Services as follows:
a. Retainer of $5,000 per month due and payable on the
first day of each month, beginning April 15, 2001. Upon
receipt of the first months payment the consultant shall
begin work on the projects specified. Retainer shall be
guaranteed for a six month period.
b. A commission fee of 10% of the gross revenue from each
source of revenue the Consultant brings into the Company,
payable for the previous month on the 15th of each month.
This shall include: Xxxx Xxxxxxx'x mortgage business, Xxx
Xxxxxxx, and any other new business the consultant brings to
the company.
All the Xxxxx Xxxx product purchases (Ehomeone package, 5
volume educational package & software) and mortgage
business, and all other business from Xxxxx Xxxx or
affiliates, the Consultant brings to the Company shall not
be paid a commission as long as the consultant is working
with the Xxxxx Xxxx group, this shall include Success Event
International, Inc., Success Training, Inc. and any and all
related companies.
At such time as the consultant is not working with the Xxxxx
Xxxx group commission equal to 10% of the gross revenue will
paid for any all existing revenue sources.
Such a commission does not include revenues generated by the
Company for monies paid by the Company's clients to attend
any of its real estate or related seminars. However, if and
when Consultant exercises its right of first refusal as
hereinafter provided, then any revenue source provided or
brought to the Company thereafter, shall be done in the
capacity of the Consultant as an employee and shall not be
entitled to any commissions due herein.
c. The subject Agreement, renewable as provided.
d. The guarantee of continued payment of commissions as
specified in paragraph 2b for a period of 2 years from the
termination of this Agreement.
e. A royalty for products developed or private labeled for
sale by all divisions, corporations, or affiliates of the
Company, except those products already or independently
developed or labeled by the Company. Royalty for products
will be negotiated on a case-by-case basis.
It is clearly understood that the content of the 5 volume
set is the property of Communication Connection, Inc. and
that Xxxxxxxx.xxx will have a license to use the content as
long as this contract is enforce.
f. Additional projects may be assigned on a fee basis, to
be agreed in writing.
g. Any workshop instruction conducted by the Consultant
shall be billed at existing independent instructor rates and
in addition to the compensation as provided in this
Agreement.
h. As an inducement to provide Services and support, and
in consideration of the time and effort to assist the
Company in its business activities, the Consultant shall be
awarded 100,000 shares of stock upon signing of this
Agreement. Such stock shall be restricted pursuant to Rule
144 of the Securities and Exchange Commission. The stock
will be immediately granted to Communication Connection,
Inc. at March 1, 2001.
When requested Xxxxxxxx.xxx will provide the required legal
option of a S.E.C. lawyer within 14 days from the written
request. Xxxxxxxx.xxx agrees that failure to provide the
letter shall create harm to the consultant and the
consultant is entitled to a penalty of $10,000 per day the
letter is not provided.
i. In consideration of the time and effort to assist the
Company as herein provided, the Consultant shall have option
and first right of refusal, for a one-year period ending
March 31, 2002 for the chief executive officer position at
the Company. Consultant is required to exercise its right of
first refusal within 7 days of notification by the Company
of its intent to hire a chief executive office. It is
understood the starting salary for the position shall be
$120,000 per year with a 2% profit of the net revenue. In
addition, if Consultant exercises such right of first
refusal, then it shall be entitled to 1,000,000 shares of
the Companies common stock upon the signing of an employment
agreement, as follows: 500,000 shares immediately upon
execution of the option. 250,000 shares at month 6, and
250,000 shares at month 12. Such stock shall be restricted
pursuant to Rule 144 of the Securities and Exchange
Commission.
ii. When requested Xxxxxxxx.xxx will provide the
required legal option at a S.E.C. lawyer within 14
days from the written request. Xxxxxxxx.xxx agrees
that failure to provide the letter shall create
harm to the consultant and the consultant is
entitled to a penalty of $10,000 per day the
letter is not provided.
iii. Subject to ratification of the public board with 7
days of the new board being established.
3. In addition, Consultant shall be entitled to
reimbursement for reasonable and substantiated expenses for
solicitation of clients, travel and lodging in the course of
performance of its duties to include:
a. Reasonable telephone, long distance, and cellular phone
service, to maintain an office, provided such expenses are
directly attributable to Services provided on behalf of the
Company.
b. Travel expenses (hotel, airfare, and per diem) and
reasonable business meals and entertainment expenses for the
solicitation of clients.
4. This Agreement covers Services rendered during the
period from March 1, 2001 to March 31, 2002. This contract
will automatically renew in one year increments, unless
notification in writing is received 60 days before
expiration of any such term. Either party may terminate this
Agreement by giving the other party thirty days written
notice. No termination shall prejudice Consultant's rights
to payments for Services completed prior to the effective
date of termination, payments due during the guarantee
period, nor commissions due in the post termination period
as specified in paragraph 2.
5. All Services shall be performed under this Agreement by
Consultant in its capacity as an independent contractor, and
not as an agent or employee of the Company. The Consultant
shall supervise the performance of its Services and shall be
entitled to control the manner and means by which its
Services are to be performed, subject to compliance with
this Agreement and any specifications, schedules, or plans
approved by the Company.
6. With respect to the initial scheduling of consulting
time, Consultant will make every reasonable effort to
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7. Confidentially. It is agreed this agreement is not for
public distribution, except as need for "public filings". It
is acknowledged distribution of the agreement may harm the
consultant. Therefore and inconsideration of these facts any
distribution of this contract to third parties with out the
expressed consent of the consultant shall constitute a
breach or confidentially and shall be immediately subject to
a fine of $100,000 due and payable with in 30 days from the
infraction.
8. All notices under this Agreement shall be sent by
either first class mail, return receipt requested, or by
overnight courier and confirmed telefax to the addresses
specified below and any notice sent shall be deemed
delivered four days after deliverance in accordance with
these terms and conditions:
To Company: To Consultant:
000 X. Xxxxxx Xxx., Xxxxx 000 Xxxxx X. Xxxxxxx
Xxxxxxx, XX 00000 0000 X. Xxxx Xxxx.
(000) 000-0000 Xxxxxxxx, XX 00000
FAX (000) 000-0000 000-000-0000
FAX 000-000-0000
7. All disputes under this Agreement may be arbitrated
under the rules of the American Arbitration Association, and
any judgments in accordance with the above may be entered in
a court of competent jurisdiction.
8. This is the complete agreement and supersedes all prior
and comtemporaneous understandings relating to the subject
matter hereof, may not be amended or modified except in
writing, and shall be governed by the laws of the State of
Florida.
XxxxxXxx.xxx, Inc. Communication Connection,
Inc.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxx
By: Xxxxxx X. Xxxxx By: Xxxxx Xxxxxxx
Title: President Title: President
