Exhibit 10.5
CONSULTING AGREEMENT
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This CONSULTING AGREEMENT (the "Agreement") is made this 16th day of
August, 2001 (the "Effective Date"), by and between Paragon Sports Group, Inc.
("Paragon") and Xxxxx Xxxxxxxx ("Consultant).
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto hereby agree as follows;
1. Nature of the Relationship. Consultant shall be appointed as
Paragon representative Worldwide (the "Territory"). As a Paragon
representative, Consultant shall have the following duties and
responsibilities:
a. To introduce soccer players represented by Paragon to clubs
in the Territory.
b. To procure Paragon's appointment as a representative of
soccer clubs and associations within the Territory and
procure players for such clubs and associations.
c. To procure players within the Territory to be represented by
Paragon and to sign Paragon's standard representation
agreement ("SRA"), a copy of which is attached hereto as
Exhibit A.
d. To promote and market Paragon generally within the Territory.
2. Compensation and Expenses.
In consideration of Consultant carrying out the above duties and
responsibilities to the best of its abilities, Consultant shall
be paid a commission equal to fifty percent (50%) of all sums
received by Paragon for its benefit arising out of any matters
conducted by Consultant on Paragon's behalf in the Territory.
Each party shall be responsible for its own expenses and
disbursements. Paragon will keep consultant advised of all
matters conducted with respect to players, clubs, and
associations introduced by Consultant. Any commission due
Consultant hereunder shall be paid by Paragon within five (5)
business days of Paragon's receipt or the income on which the
commission is due.
3. Term. This Agreement may be terminated by either party upon one
month's notice in writing. In the event of termination, Paragon
shall continue to represent any player, club, or association
introduced to it by Consultant under the terms of the
then-current SRA or other applicable representation agreement,
and Consultant shall continue to receive all commissions due it
under any such SRA or agreement pursuant to the terms hereof.
4. Exclusivity. During the Term, Consultant will not introduce any
player, club, or association from the Territory to any party
other than Paragon, nor will Consultant represent any competitor
of Paragon within the Territory. NOTE EXCEPTION: Unless Paragon
initiates their sole discretion as per 5b.
5. General Terms
a. Consultant shall forward all duly-executed SRAs and other
applicable representation agreements to Paragon within five
(5) business days of execution by a soccer player, club, or
association. Said documents may be sent via facsimile to
Paragon followed by the original to be sent to Paragon
within five (5) days of the facsimile transmission.
b. Consultant will not hold itself out as having the power to
bind Paragon, and Paragon shall have sole discretion in
deciding whether to enter a relationship with any player,
club, or association introduced to it by Consultant.
c. Consultant shall be an independent contractor, and not an
employee of Paragon while acting hereunder.
d. Consultant shall maintain the highest level of
professionalism in acting on behalf of Paragon, and it shall
not engage in any activity or course of conduct that could
tarnish or otherwise damage Paragon's name, business, or
reputation in or outside the Territory.
e. Consultant will at all times treat any information provided
to or received from Paragon in respect of its clients and
business in the strictest confidence and will not, while
this Agreement remains in effect and thereafter, disclose
the same to any third party (other than to Consultant's own
professional advisors or pursuant to an order of any court).
f. This Agreement may not be assigned by the parties without
the advance written consent of the other party hereto except
when such assignment is to an entity controlled by the
assigning party (e.g., a wholly-owned subsidiary).
g. This Agreement shall be construed and interpreted according
to the laws of the State of New York. Any and all disputes,
controversies, or claims arising between Paragon and
Consultant under this Agreement shall be settled by
arbitration in New York City pursuant to the rules and
regulations of the international Chamber of Commerce.
h. Any notices required hereunder shall be made to the address
for each party set forth below.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
PARAGON SPORTS GROUP, INC CONSULTANT
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxxxxx
Title: Chairman & CEO Title:
Address: Address:
