SATX, INC.
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CONSULTING AGREEMENT
CONSULTING AGREEMENT, made this 27th day of July, 2000, to be effective
August 1, 2000 (the "Effective Date") between Satx, Inc., a Nevada corporation
(the "Corporation"), and Xxxx X.X. Xxxxxxxx, 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX
00000 (the "Consultant").
WHEREAS, since the Effective Date, the Consultant has been providing to
the Corporation, on the terms set forth herein, the consulting services
described in Section 2, of this Agreement;
WHEREAS, the Corporation wishes to assure itself of the continued
services of the Consultant for the period provided in this Agreement, and the
Consultant is willing to provide his services to the Corporation for the said
period under the terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. ENGAGEMENT
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation as
a consultant in connection with the operation of certain aspects of the business
and affairs of the Corporation, for the one-year period which commenced as of
the Effective Date and will end on December 31, 2000. The period during which
Consultant has, and will continue to, serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. CONSULTING SERVICES
The services which the Consultant has rendered and will render have
included, and will, during the balance of the Engagement Period, include, the
rendering of legal advice and counsel, opinions, "hands-on" assistance, and, in
some cases, effectuation of, the following:
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(a) Advice as to legal matters and strategies
All such services are to be performed only upon the
authorization from the President of the Corporation, and his designated
representative, or Chairman of the Board of Directors. The Consultant shall have
the primary discretion as to the form, manner and place in which the said
consulting services shall be rendered, except that Consultant will be responsive
to the Company's need and the convenience of the Board of Directors. The
Consultant shall, by this agreement, be prevented and barred from rendering
services of the same or similar nature, as herein described, or services of any
nature whatsoever, for or in behalf of persons, in the same business of the
Corporation, firms or corporations other than the Corporation, which are in
competition with the Corporation
3. COMPENSATION
3.1 As compensation for all consulting services rendered by the
Consultant during the Engagement Period pursuant to this Agreement, the
Corporation shall issue to the Consultant; a total of three hundred thousand
shares (300,000) of the common stock, $.001 par value, of the Corporation, for a
per share purchase price of $.001, payment of which, by valuable services
rendered, is hereby acknowledged.
4. SECRETS
Consultant agrees that any trade secrets or any other like information
of value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the two-year period beginning
after termination of the Engagement Period as the result of any disclosures to
him, or in any other way, shall be regarded as held by the Consultant and his
personnel, if any, in a fiduciary capacity solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed, divulged, furnished, or
made accessible by the Consultant and his personnel, if any, to anyone, or be
otherwise used by them, except in the regular course of business of the
Corporation or its affiliates. Information shall for the purposes of this
Agreement be considered to be secret if not known by the trade generally, even
though such information may have been disclosed to one or more third parties
pursuant to distribution agreements, joint venture agreements and other
agreements entered into by the Corporation or any of its affiliates.
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5. ASSIGNMENT
This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business; provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall obtain between such assignee and himself with
the same force and effect as if said Agreement had been made with such assignee
in the first instance. This Agreement is personal to the Consultant and shall
not be assigned without written consent of the Corporation, except to a member
of the Firm by which he is employed which shall require no prior consent of the
Corporation.
6. ENTIRE UNDERSTANDING
This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.
7. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Articles 4 and 5, hereof and,
to the extent applicable, the covenants and agreements set forth in Article 3
hereof, shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.
8. NOTICES
8.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
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8.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
Satx, Inc.
0000 Xxxxxxxxxx Xxxx., Xxxxx X-0
Xxxxx, Xxxxxxx 00000
8.3 Any notice to Consultant shall be addressed as follows:
Xxxx X.X. Xxxxxxxx, Esq.
Xxxxxxxx, Xxxxx & Xxxxxxxxxx, LLC
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
8.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
9. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Florida.
10. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
11. PRIOR AGREEMENTS
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
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IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written.
SATX, INC.
By /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
By /s/ XXXX X.X. XXXXXXXX, ESQ.
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Xxxx X.X. Xxxxxxxx, Consultant
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