BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 9th day of February, 2001 by and between
XXXXXX, INC., whose principle place of business is at 000 Xx.
Xxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 hereinafter the
"Company" and Xxxxxxx Xxxxxx, whose principle place of business is
at 000 Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, XX 00000 hereinafter the
"Consultant".
WHEREAS, the Company desires to obtain Consultant's services in
connection with the Company's business affairs and Consultant is
willing to undertake to provide such services as hereinafter fully
set forth;
WITNESSETH
NOW, THEREFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be for a Twelve
(12) month period commencing on the date hereof.
2. NATURE OF SERVICES: During the term of this Agreement Consultant
shall provide advice to undertake for and consult with the Company
concerning management, product/service expansion. Attend meetings of
the retrenchment, marketing consulting, strategic planning,
liquidity management, corporate organization and structure,
financial matters in connection with the operation of the business
of the Company, and shall review and advise the Company regarding
its overall progress, needs and condition. Consultant agrees to
provide on a timely basis the following enumerated services plus any
additional services contemplated thereby.
(a) Attend meetings of the Company's Board of directors or
Executive Committee(s) when so requested by the Company;
(b) Attend meetings for and at the request of the Company review,
analyze and report on proposed business opportunities;
(c) Consult with the Company concerning strategic corporate
planning and investment policies, including any revision of
the Company's business plan when requested by the company;
(d) Locate acquisitions for the Company;
(e) Assist in negotiating potential acquisitions;
(f) Assist in the implements of short term and long term strategic
planning as required by the Company;
(g) Advertise the Company's services and projects to its
particular industry;
(h) Implementation of short range and long term strategic planning
to fully develop and enhance the Company's assets, resources,
products and services;
(i) Advise the Company of means to restructure its debt and
financial obligations;
(j) Negotiate with lenders regarding the restructuring of such
debt obligations;
(k) Assist the Company in the monitoring of services provided by
the Company's advertising firm, public relations firm and
other professionals to be employed by the Company;
(l) Advise the Company relative to the recruitment and employment
of key executives consistent with the expansion of operations
of the Company; and
(m) Advise and recommend to the Company additional services
relating to the present products/services offered by the
Company as well as new products/services that may be provided
by the Company.
4. IT IS AGREED that the Consultant's services will not include any
services that constitute the rendering of legal opinions or performance of
work that is in the ordinary purview of certified public accountant or any
work that it is the ordinary purview of a registered broker/dealer.
5. COMPENSATION: The Company agrees to compensate Consultant as
follows:
Upon execution of this Agreement, the Company shall issue Consultant
an option to acquire 2,000,000 shares of the Company's free-trading
stock at an exercise price of $0.05 per share. Company shall open an
escrow account for sale of said shares, and upon receipt of monies
for exercise of said options and purchase of shares; Company shall
immediately, or within 10 days, issue 2,000,000 shares as requested
below:
Xxxxxxx Xxxxxx ................ 2,000,000 options
6. EXPENSES: Consultant shall be entitled to reimbursement by the
Company of such reasonable out-of-pocket expenses as Consultant may
incur in performing services under this Consulting Agreement. Any
significant expenses shall be approved in advance with the Company.
7. LIABILITY OF CONSULTANT: In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor
any officer, director or agent thereof shall be liable to the
Company or its creditors for errors of judgment or for anything
except malfeasance, bad faith or gross negligence in the performance
of its duties or reckless disregard of its obligations and duties
under the terms of this agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and that, except as herein provided, Consultant shall not
be accountable for any loss suffered by the Company by reason of
Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant, its employees or agents.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and
Exchange Commission and the National Association of Securities
Dealers.
8. CONFIDENTIALITY: Consultant will not disclose to any other person,
firm or corporation, nor use for his own benefit, during or after
the term of this Consulting Agreement, any trade secrets or other
information designated as confidential by the Company which is
acquired by Consultant in the course of his performing services
hereunder. (A trade secret is information not generally known to the
trade, which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services
under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning
the filing of pendency of patent applications). Any management
advice rendered by Consultant pursuant to this Consulting Agreement
may not be disclosed publicly in any manner without the prior
written approval of Consultant.
9. INDEMNIFICATION: The Company agrees to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' fees
(collectively the "Liabilities") joint and several, arising out of
the performance of this Consulting Agreement, whether or not
Consultant is a party to such dispute. This indemnity shall not
apply, however, and Consultant shall indemnify and hold the Company,
its affiliates, control persons, officers, employees and agents
harmless from and against all liabilities, where a court of
competent jurisdiction has made a final determination that
Consultant engaged in gross negligence or willful misconduct in the
performance of its services hereunder which gave rise to the losses,
claim, damage, liability, cost or expense sought to be recovered
hereunder (but pending any such final determination, the
indemnification and reimbursement provision of this Consulting
Agreement shall apply and the Company shall perform its obligations
hereunder to reimburse Consultant for its expenses.) The provisions
of
this paragraph shall survive the termination and expiration of this
Consulting Agreement.
10. BREACH OF CONTRACT: The sole remedy of the Company in respect of any
material breach of this Agreement by Consultant shall be to
terminate this Agreement upon the giving of thirty (30) days prior
written notice, but no such termination shall affect the options
exercisable pursuant to paragraph 5 hereof.
11. INDEPENDENT CONTRACTOR: Consultant and the Company hereby
acknowledge that Consultant is an independent contractor. Consultant
shall not hold himself out as, nor shall he take any action from
which others might infer, that he is a partner of, agent of or a
joint venture of the Company.
12. HEADINGS: The headings in this Agreement are for reference purpose
only and shall not in any way affect the meaning or interpretation
of this Agreement.
13. SEVERABILITY OF PROVISIONS: The invalidity or unenforceability of
any term, phrase, clause, paragraph, restriction, covenant,
agreement or other provision of this Agreement shall in no way
affect the validity or enforcement of any other provision or any
part thereof.
14. NOTICES: All notices to be given hereunder shall be in writing, with
fax notices being an acceptable substitute for mail and/or delivery
to:
(i) Consultant
000 Xxxx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
(ii) Xxxxxx, Inc.
000 Xx. Xxxxxxx Xx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
15. MISCELLANEOUS:
a. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company.
b. This Agreement contains the entire agreement of the parties
hereto and there are no representations or warranties other
than those contained herein. Neither party may modify this
Agreement unless the same is in writing and duly executed by
both parties hereto.
c. By signing this Agreement, the Company admits to having no
prior knowledge of any pending S.E.C. or N.A.S.D
investigations into the trading of the securities of the
Company or the activities of the Company.
d. In the event this Agreement or performance hereunder
contravene public policy or constitute a material violation of
any law or regulation of any federal or state government
agency, or either party becomes insolvent or is adjudicated
bankrupt or seeks the protection of any provision of the
National Bankruptcy Act, or either party is enjoined, or
consents to any order relating to any violation of any state
or federal securities law, then this agreement shall be deemed
terminated, and null and void upon such termination; neither
party shall be obligated hereunder and neither party shall
have any further liability to the other.
e. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with
the rules and under the auspices of the American Arbitration
Association; and any arbitration shall be conducted within the
venue of Complainant.
Agreed and Accepted on this 9th day of February 2001.
Xxxxxx, Inc.
By:___________________________
Xxxxxx Xxxxxx, President
Agreed and Accepted on this 9th day of February 2001.
______________________________
Xxxxxxx Xxxxxx