CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of September 19, 1995, by and
between Xxxx Xxxx, 00000 Xxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 ("CONSULTANT")
and SGI INTERNATIONAL, a Utah corporation, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xx Xxxxx, Xxxxxxxxxx 00000 ("COMPANY").
WITNESSETH that: COMPANY agrees to retain CONSULTANT and CONSULTANT agrees
to serve as a consultant to COMPANY upon the following terms and conditions:
1. Independent Contractor: CONSULTANT shall have sole discretion as to
the manner in which the consulting services performed hereunder are carried
out and shall be an independent contractor and not an agent or employee of
COMPANY.
2. Technical and/or Marketing Consulting Services: CONSULTANT shall
provide technical and/or marketing consulting services at such time as
COMPANY may from time to time reasonably designate, with due regard for
other obligations of the CONSULTANT, on a project-by-project basis, for a
consulting fee of $500.00 per day plus expenses, except as otherwise
expressly agreed in writing.
3. Advance Estimates: Upon the request of the COMPANY, CONSULTANT shall
without cost to COMPANY, provide an advance estimate which shall state:
(a) The estimated total cost of consulting services and expenses for such
project.
(b) The estimated completion date for the performance of such services and
a not-to-exceed final completion date, assuming no scope changes in the
meantime.
4. Project Definition: Upon receipt of such advance estimates by COMPANY,
COMPANY and CONSULTANT shall cooperate in defining the project, payments,
times and all other provisions related to the performance of services by
CONSULTANT with respect to such project, and shall enter into a supplemental
letter agreement specifying the same.
5. Advance Authorization: COMPANY shall have no obligation to pay any
fees, costs or expenses not authorized in writing by COMPANY before such
fees, costs or expenses are incurred.
6. Records: CONSULTANT shall provide statements for services, fees and
costs according to generally accepted accounting standards in sufficient
detail to satisfy all state and federal taxing authorities.
7. Term: This AGREEMENT shall commence on September 19, 1995, and shall
continue until September 18, 1996, unless extended by mutual agreement.
Either party may terminate this AGREEMENT upon thirty (30) days prior written
notice.
8. Enforcement: In the event of any litigation to enforce or interpret
any provision of this Agreement, a court of competent jurisdiction may award
either party reasonable attorneys fees and costs, in addition to any other
appropriate relief.
9. Confidentiality Agreement: This AGREEMENT includes a Confidentiality
Agreement which is attached hereto and made a part hereof.
IN WITNESS WHEREOF, this AGREEMENT is executed as of the day and year first
written above.
SGI INTERNATIONAL Xxxx Xxxx
By: /s/ /s/
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Xxxxxx X. Xxxxxx
Exhibit 4.26
