Consulting Agreement
THIS CONSULTING AGREEMENT, made this 4th day of January, 2001 by and between.
Xxxxxxx X. Xxxxxxx, an independent consultant with a principal address at 00000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter the "Consultant").
And
Go ONLINE Networks Corp, with it's primary place of business located at 0000
Xxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000 (hereinafter the "Company").
WITNESSETH THAT WHEREAS, Consultant is in the business of providing advice in
various business and marketing situations and creation of creative content to
clients, specifically in Internet marketing, such as the Company, and the
Company is desirous of retaining the Consultant in order to receive such advice
and consulting services and the parties hereto desire to have a formal agreement
to evidence the terms and conditions of their relationship.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual covenants contained herein the parties have agreed as follows:
* The Company, being in the Internet technology and marketing business, hereby
retains and employs Consultant and Consultant hereby agrees to the retention and
employment on the terms and conditions of this consulting agreement. Consultant
is an independent contractor and none of its employees shall become an officer,
director or employee of Company and Consultant shall be an agent of the Company
only as specifically defined herein. As used herein, Company shall mean the
named Company and all of its subsidiaries and affiliates.
The term of this agreement shall be for the term of one year from the date shown
at the head hereof.
* During the term of this agreement Consultant shall render creative consulting
services subject to the terms and conditions of this agreement including but not
limited to: a) Introduce the Company to software technology in the "kiosk"
arena to enhance the marketability of the Company's products, b) assist in
procuring rights to certain application patents that may enhance marketability
of the Company's products, c) develop marketing strategies using Biometric
technology to diversify application of certain Company products, d) use
Consultant's background in refurbished medical equipment to develop a business
plan to expand current refurbish operations.
Consultant's representations and warranties:
i) Consultant's services are not and will not be to promote, maintain a
market for the Company's securities to the general public or in the connection
with or related to capital raising transactions.
ii) Any compensation received herein will not be used in connection with
distribution of the Company's securities or to the general public nor will the
Consultant act as a conduit for the distribution of such securities.
iii) Consultant is a natural person who has contracted directly with the
Company.
iv) Consultant will not provide any services in connection with any
potential restructuring of the capital of the Company.
v) Consultant will not sell or resell or remit any proceeds from the sale
of shares obtained as compensation herein back to the Company or apply the
proceeds to debts of the Company.
1. Compensation for Consultant's services shall be 1,000,000 (one million)
shares of free trading stock either pursuant to an S-8 offering, or existing
stock option plan, at a value of $.05 (five cents) per share. Company and
Consultant hereby agree additional compensation maybe due Consultant on a
project by project basis and such compensation shall be mutually agreed upon.
2. All notices to a party shall be deemed given when mailed by registered or
certified mail to the address set forth at the beginning of this agreement or
any other address as may be substituted therefore by notice.
3. In the absence of any specific written agreement Consultant shall be
responsible for his expenses incurred under this agreement.
4. This agreement is the entire agreement between the parties and supersedes
negotiations, discussions, conversations and informal understandings and any
prior agreement(s) between the parties with respect to the subject hereof.
There are no representations, warranties or other agreements except as expressed
in this agreement. No alteration, modification or waiver of terms or conditions
hereof shall be binding unless in writing and signed by both parties.
5. This agreement may not be assigned by either party, whether by operation of
law or otherwise.
6. This agreement shall be deemed to have been mutually prepared by all parties
and shall not be construed against any particular party as draftsman.
7. It is the intent of the parties that this agreement shall be construed and
interpreted and that all questions arising thereunder shall be determined in the
accordance and with the provisions of the Laws of the State of Florida.
8. This agreement shall be binding upon and inure to the benefit of the parties
and their successors and assigns.
9. Any controversy, claim or dispute arising out of this Agreement or a claimed
breach thereof, that can not be resolved by negotiations, shall be resolved by
arbitration, to be held in the State of Florida. Failure of a party to
participate or co-operate shall be grounds for default judgment.
10. This agreement may be executed in two or more counter parts and by
facsimile any one of which may be deemed original.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed
this Consulting Agreement this 4th day of January, 2001.
Go ONLINE Network Corp. XXXXXXX X. XXXXXXX
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxx
by: Xxxxxx Xxxxxxxx Chm. by: Xxxxxxx X. Xxxxxxx
