INDEPENDENT CONTRACTOR SERVICES AGREEMENT
This Agreement is made and entered to be effective on the 1st day of
January, 1997, by and between US Amateur Sports, Inc. (USAS) and Xxxx
Xxxxxxxxx (Xxxxxxxxx), an independent contractor.
For the valuable and mutual consideration set forth herein, the receipt
of which is hereby acknowledged by the parties hereto, the parties agree as
follows:
1)Xxxx Xxxxxxxxx will provide personal services to USAS in
conjunction with organization and direction of sporting events, including but
not limited to, the All American Bowl. Such services will be provided on a
part time basis. During the period of this agreement Xxxxxxxxx shall be
permitted to retain his current position as the Director of Recreation of the
city of Lake Park, Florida.
2)Xxxxxxxxx will serve as Executive Director of the All American
Bow1 in which capacity he wi11 be responsible for all activities necessary to
achieve the successfu1 presentation of the Bowl including, but not limited to,
the game itself, recruitment of players and coaches, coordination of travel
arrangements, direction of the week's activities immediately prior to the
game, related logistics and any events separate from, or associated with the
Bowl.
3)USAS will transfer to Xxxxxxxxx 67,000 shares of USAS common
stock. Such stock shall be subject to restrictions on transferability, which
are set forth in the Securities and Exchange Commission.
4)USAS shall pay Xxxxxxxxx $1,675.00 per month for services rendered
on a part-time basis (evenings and weekends). Such payments shall commence on
or before January 31, 1997. Such payments will cease when this Agreement is
canceled or terminated pursuant to the provisions of Section 6 below, upon
either party mailing the written thirty-day {10) notice to the other, upon
which all such payments shall cease.
5)USAS shall provide Xxxxxxxxx with office space, to include
telephone service and supplies suitable for the performance of his duties.
6)This agreement may be amended in writing by the mutual agreement
of the parties and may be canceled by either party upon thirty (30) days
written notice.
7)Xxxxxxxxx shall be under the direct supervision of the President
of USAS, and shall comply with any and all reasonable requests made by the
President of USAS. The president of USAS shall also have the right to delegate
this authority of supervision to any other officer or employee of USAS. Said
instructions by the President of USAS need not be in writing.
8)Xxxxxxxxx is an independent contractor and his relationship under
this agreement is as an independent contractor in providing all services to
USAS. Xxxxxxxxx is a Stockholder of USAS, but is not an employee, partner or
otherwise with respect to his relationship with USAS under this agreement
except as an independent contractor. Xxxxxxxxx has the right to determine the
amount of services to be rendered, the time and method of rendering such
services, and shall be in control of his own time and business decisions with
respect to all services rendered under this agreement by Xxxxxxxxx. USAS is
not obliged to accept any services or advice given to it. Its decision to act
is always within its own volition. USAS is an independent contractor with
respect to Xxxxxxxxx under this agreement.
9)Xxxxxxxxx shall be responsible for the payment of any and all
F.I.C.A. taxes, social security taxes, and federal income tax withholding
payments which any sole proprietor or self-employed person is liable under the
Internal Revenue Code of 1986, amended.
l0)This agreement contains the entire agreement of the parties and no
amendment may be made to this agreement without the consent of the parties.
11)This agreement shall not be subject to assignment by Xxxxxxxxx and
shall not be subject to assignment by USAS without the consent of the other
party to this Agreement.
12)The execution, interpretation and performance of this Agreement
shall be governed by the laws of the State of Florida.
13)Xxxxxxxxx, his assigns, personal employees or agents, individually
or collectively, wi11 not, at any time while this Agreement is in effect, nor
may Xxxxxxxxx, his assigns, personal representative, employees or agents, for
a period of three (3) years after the effective date of this agreement:
(a)directly or indirectly, solicit or otherwise attempt to
induce, by combining or conspiring with, or attempt to do so, or in any other
manner, to influence in the first instance any employees, officers, directors,
agents, consultants, representatives, contractors, suppliers, distributors, or
other business contacts of USAS to terminate or modify their position as an
employee, officer, director, agent, consultant, representative, contractor,
supplier, distributor, or business contact with USAS or to compete against
USAS;
(b)directly or indirectly, as owner, officer, director, agent,
lender, broker, consultant or representative of a corporation or as owner of
any interest in, or as an agent, consultant, partner, affiliate or in any
other capacity whatsoever or representative of any other term of business
association, sole proprietorship or partnership, be otherwise connected in any
manner with the ownership, management, operation or control of or conduct a
business in direct competition with USAS anywhere within the United States of
America or solicit any customers, who are customers of USAS, for and in
connection with a business which is competitive with USAS; and
(c)In addition to, and not in limitation of the other
provisions hereto, Xxxxxxxxx, will not in any manner interfere with, disturb,
disrupt, decrease or otherwise jeopardize USAS or give to any person the
benefit or advantage of USAS's methods of operation, advertising, publicly,
training, business customers or accounts, or any other information considered
proprietary by uses.
The foregoing covenants will not be deemed severable, and the invalidity
of any covenant will not affect the validity or enforceability of any other
covenants. USAS's failure to object to any conduct in violation of this
Section 13 will not be deemed a waiver by USAS but USAS may, if it wishes,
specifically waive any part or all of those covenants to the extent that such
waiver is set forth in writing and duly authorized by USAS's Board of
Director.
Xxxxxxxxx acknowledges and confirms that the 1ength of the term and
geographical restrictions contained herein are fair and reasonable and not the
result of overreaching, duress or coercion of any kind. Xxxxxxxxx further
acknowledges and confirms that its full, uninhibited and faithful observance
of each of the covenants contained in this Section 13 will not cause it any
undue hardship, financial or otherwise, and that enforcement of each of the
covenants
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contained in this Section 13 will not impair its ability to obtain employment
commensurate with its abilities and on terms fully acceptable to them or
otherwise to obtain income required for the comfortable support of Xxxxxxxxx'x
shareholder and his family. Xxxxxxxxx acknowledges and confirms that its
special knowledge of USAS would cause USAS serious injury and loss if they
were to use such ability and knowledge to the benefit of a competitor or were
to compete with USAS.
In the event that any court holds that the time or territory or any
other provision stated in this Section 13 constitutes an unreasonable
restriction upon Xxxxxxxxx, Xxxxxxxxx expressly agrees that the provisions of
this Agreement will not be rendered void, but will apply as to time and
territory or to such other extent as the court may judicially determine or
indicate constitutes a reasonable restriction under the circumstances
involved.
Xxxxxxxxx acknowledges that the activity as contained in this Agreement
are required for USAS's reasonable protection. Xxxxxxxxx agrees that in the
event of their violation of any of the provisions of this Agreement, USAS will
be entitled if it so elects, to institute and prosecute proceedings at law or
in equity to obtain damages with respect to the violation or to enforce the
specific performance of this Agreement by Xxxxxxxxx or to enjoin Xxxxxxxxx
from engaging in any activity in violation of this Agreement.
The validity or unenforceability of any provision of this Section 13
will in no way affect the validity or enforceability of any other provision of
this Section, or any other provision of this Agreement.
In the event USAS is determined to bo the prevailing party in any legal
action or other proceeding for the enforcement of Section 13 this Agreement,
the time for calculating the Term wi11 not include the period of time
commencing with the filing of legal action or other proceeding to enforce the
terms of this Section 13 through the date of final judgment or final
resolution, including all appeals, if any, of such legal action or other
proceeding.
14)Xxxxxxxxx is acquiring the USAS's common stock for his own account
with the intention of holding the common stock with no present intention of
dividing or allowing others to participate in the acquisition of the common
stock or of reselling or otherwise participating, directly or indirectly, in a
distribution of the USAS's common stock, and shall not make any sale,
transfer, or pledge thereof without registration under the Securities Act and
any applicable securities laws of any State or unless any exemption from
registration is available under those laws. Xxxxxxxxx acknowledges that the
certificates for the securities comprising USAS's common stock which Xxxxxxxxx
will receive will contain a legend substantially as follows:
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A WITH
TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
SECURITY INTEREST/ PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND
UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED OR
AN OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT.
Xxxxxxxxx further acknowledges that a stop transfer order vill be placed
upon the certificates for the USAS's common stock in accordance with the Act.
Xxxxxxxxx further acknowledges that the USAS is under no obligation to aid
Xxxxxxxxx in obtaining any exemption from registration requirement's or is
USAS under any obligation to register any of its stock with the Securities and
Exchange Commission.
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Xxxxxxxxx further acknowledges that he has received a preliminary
prospectus dated November _ , 1996 of the initial public offering of one
million five hundred (1,000,00O) shares common stock of USAS, with fifty (50)
shares per unit, and at a price of three hundred dollars ($300.00) per unit.
Xxxxxxxxx has been given the opportunity to ask questions of and receive
answers from, USAS concerning the terms and conditions of the USAS's common
stock and to obtain such additional information, to the extent USAS possesses
such information or can acquire it without unreasonable effort or expense,
necessary to verify the accuracy of same as Xxxxxxxxx reasonably desires in
order to evaluate the USAS's common stock.
IN WITNESS WHEREOF, this agreement has been entered into on the date
above written having been duly authorized by the Board of Director of USAS.
XXXX XXXXXXXXX US AMATEUR SPORTS, INC.
INDEPENDENT CONTRACTOR
BY:
BY: Xxxxx X. Xxxxxx, President
of US Amateur Sports, Inc.
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