Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxxx 00000
This agreement is entered into by and between Future Carz, Inc. ("Future
Carz"), a corporation duly organized and operating under the laws of the State
of Nevada, whose principal place of business is 0000 Xxxx Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxxxxx, XX 00000, and Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), whose business
address is 0000 Xxxxx Xxxx, Xxxx Xxxxx, Xxxxxxxx, 00000.
In consideration of the mutual promises, covenants and representations made
herein, the parties agree as follows:
WHEREAS, Future Carz is a corporation duly organized and operating under
the laws of the State of Nevada; and
WHEREAS, Future Carz is engaged in the lawful business of expanding its
business holding by attempting to acquire diversified business entities that fit
into its business plan and goals, as well as enter into agreements with
diversified business entities for the purposes of expanding its auto leasing
business; and
WHEREAS, Future Carz desires to establish a professional Consulting
relationship with Xxxxxxx for the express purpose of having Xxxxxxx endeavor to
use his professional contacts, expertise, and efforts towards presenting Future
Carz with potential business entities for acquisition by Future Carz, or for the
purposes of allowing entities to joint venture its automobile leasing business;
and
WHEREAS, Xxxxxxx is desirous of formalizing a contractual relationship with
Future Carz for the express purpose of locating prospective and acceptable
business entities for possible acquisition by Future Carz or for Future Carz to
enter into agreements with other business entities for the express purpose of
expanding its auto leasing business;
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE
IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS AGREEMENT
Section 1.01 The parties to this agreement are Future Carz, Inc. and
Xxxxxxx X. Xxxxxxx
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Section 1.02 For the purposes of this agreement, the parties' respective
addresses are:
Future Carz, Inc.
0000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Section 1.03 Any formal notices or communications needed to be made
pursuant to this agreement, with the exception of typical daily communications
necessary, in order to fulfill the services which are the subject matter of this
agreement, must be made to the respective parties at the addresses indicated in
Section 1.02.
ARTICLE TWO
THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations assumed by
the parties hereunder, shall last for a specific term of twelve (12) months from
the date this agreement is signed by the parties hereto. If the parties hereto
do not sign this agreement on the same day, then the term shall be twelve (12)
months from the latter date this agreement is signed by either party.
Section 2.02 After this agreement becomes effective by both parties signing
it, and after the six-month term expires, this agreement may be renewed by
another twelve (12) month term, as long as both parties are amenable to such a
renewal. This renewal shall be accomplished by the parties signing a "letter of
renewal" at least thirty (30) days before the original, or pending, six month
term expires. This letter of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to a single
twelve-month extension.
Both parties must sign the renewal. Once signed, the exact terms of this
contract will be extended another twelve months, along with the same obligations
and considerations on each party's behalf. That is, Xxxxxxx will continue to
provide the same services provided by herein to Future Carz, and Future Carz
will compensate Xxxxxxx similarly as provided for in the first of then pending
twelve month term.
Section 2.03 If the parties do decide to renew the terms of this agreement
for a successive twelve (12) month term, all of the terms, provisions, covenants
and obligations of this agreement will be renewed, unless otherwise modified
pursuant to the express agreement of the parties herein.
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ARTICLE THREE
If, after the original twelve (12) month term of this agreement, neither
Future Carz or Xxxxxxx desire to continue on with the provisions hereof, then
the declining party shall communicate this fact to the other at least thirty
(30) days before the expiration of time.
Section 3.02 If, however, either party commits a material breach of the
covenants and obligations assumed hereunder, then for cause the non-breaching
party may choose to terminate this agreement, and stop either performing the
services called for herein, or cease paying the consideration called for in this
agreement. A material breach of this agreement will mean either party's failure
to live up to the covenants and obligations assumed hereunder. If either party
believes that a material breach of this agreement has, or is about to occur,
then the ostensible non-breaching party shall communicate in writing with the
breaching party and attempt to resolve any dispute. If the dispute cannot be
resolved, then the parties agree to submit the dispute to arbitration. The
parties agree that the arbitration shall be non-binding and shall be governed by
the rules set forth in the Arizona Code of Civil Procedure applying to Civil
Arbitration. The parties agree that if arbitration or other legal proceedings
need to be initiated to enforce the terms or provisions of this agreement, the
prevailing party, as the party is determined by an arbitrator or a court of
competent jurisdiction, shall have the right to recover all costs and reasonable
attorneys fees.
ARTICLE FOUR
COVENANTS UNDERTAKEN BY THE PARTIES-SERVICES AND
CONSIDERATION THEREFORE
Section 4.01 Xxxxxxx agrees to use his best efforts to locate prospective
business entities for possible acquisition by Future Carz. Xxxxxxx also agrees
to use his best efforts to locate business entities that Future Carz may enter
into marketing agreements with for the express purpose of expanding its leasing
business. The parties recognize that Xxxxxxx has expertise and professional
relationships that may produce such potential business acquisitions or contacts
for the benefit of Future Carz.
The parties hereto affirm that this is a "best efforts" agreement that
obligates Xxxxxxx to use all of his expertise and time in this best efforts to
actually locate any and all prospective businesses that Xxxxxxx may have an
interest in either acquiring outright, merge with, or form other business
relations with that would benefit Future Carz, including: Partnerships both
limited and general, joint ventures and professional associations.
Section 4.02 It is recognized and affirmed by the parties hereto, that
Xxxxxxx will not compete with Future Carz during the term of this agreement, and
will not directly or indirectly seek to consult with other related business
entities, whether corporate, partnership or sole proprietorship, that have an
interest in, or for the purpose of acquiring,
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as expressed herein, businesses for potential acquisition or marketing
arrangements.
Section 4.03 Xxxxxxx agrees to communicate regularly with Future Carz, or
its designated agent, and to keep Future Carz, fully informed on his activities
with respect to the obligations assumed herein.
Section 4.04 As compensation for the faithful services assumed herein by
Xxxxxxx, Future Carz agrees to pay Xxxxxxx 200,000 shares of common stock of
Future Carz, Inc. (OTCBB Symbol FCZI). It is specifically agreed by the parties
hereto that the subject securities paid as consideration for the services
rendered hereunder shall be registered as soon as possible after the execution
of this agreement with the Securities and Exchange Commission.
ARTICLE FIVE
MODIFICATION
Section 5.01 This agreement, and the terms hereunder, cannot be modified
unless in writing and signed by both parties to the agreement. The parties
acknowledge that this agreement is the final expression of their agreement, and
merges any and all previous oral and written agreements, negotiations and
communications.
ARTICLE SIX
GOVERNING LAW
Section 6.01 This agreement shall be governed and interpreted by the laws
of the State of Arizona.
ARTICLE SEVEN
EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular clause of part of
this agreement, or any obligation hereunder, shall not constitute a waiver of
any or all of the remaining portions of this agreement. Likewise, the waiver by
either party of any specific remedy, or part thereof, provided for under this
agreement, shall not limit the waiving party's right to any other remedy
provided for under the laws of the State of Arizona.
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ARTICLE EIGHT
AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have complete
authority to enter into this agreement either individually, or in a
representative or agency capacity with a corporate, or other business entity.
ARTICLE NINE
NO EMPLOYMENT RELATIONSHIP
Section 9.01 Throughout the term of this agreement, and any subsequent
renewals, it is expressly understood and agreed to that at no time will Xxxxxxx
become an employee of Future Carz. Rather, in performing the services for hire
hereunder, Xxxxxxx will remain an independent contractor. Xxxxxxx agrees to be
responsible for any and all taxes payable and due hereunder as arising from this
agreement. Should Xxxxxxx engage the services of any other person in order to
fulfill the terms of this agreement, then it is agreed to that Xxxxxxx will be
solely responsible to pay that person or persons, and pay any and all legally
required taxes, including workers compensation insurance, for that person or
persons. Xxxxxxx agrees to further defend and hold Future Carz harmless from
engaging any other person or persons in the fulfillment of the obligations
assumed herein. Such agreement to defend and hold harmless shall include all
costs and reasonable attorney's fees.
ARTICLE TEN
CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that each of them (and
their respective employees, consultants and subcontractors) may have disclosed
to it, in connection with the rendition of services and performance of their
obligations of this agreement, confidential and/or proprietary information of
the other party. The parties hereto agree that said confidential or proprietary
information shall be held strictly confidential, and that should legal action
become necessary to enforce this clause, the non-breaching party shall recover
costs and attorney's fees as expressed herein.
ARTICLE ELEVEN
ASSIGNMENT
Section 11.01 Neither party hereto may assign this Agreement without the
prior written consent of the other party signed by such other party's duly
authorized representative, which consent may be given or withheld in the sole
discretion of the applicable party whose consent is requested.
ARTICLE TWELVE
NOTICES
Section 12.01 All notices in connection with this Agreement shall be deemed
given as of the day they are deposited in the U.S. Mail for delivery to either
party at the addresses listed in Article One above.
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Dated this _____ day of ______________, 2001 in Scottsdale, Arizona.
------------------------------- ------------------------------
Future Carz, Inc, Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx
President & COO
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