EXHIBIT 10.13
STANDARD CONSULTING AGREEMENT 2003-2004
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made this ____ day of ______________
by and between _____________________________, organized and existing under the
laws of the State of ___________ having its principal place of business at
______________________________ (the "Company") and Genesis Technology Group,
Inc., a corporation organized and existing under the laws of the State of
Florida having its principal place of business at 000 Xxxxxx Xxxx, Xxxxx 000,
Xxxx Xxxxx, XX 00000 (the "Consultant").
WITNESSETH
WHEREAS, the Consultant is familiar with the Company's business, has
provided, and wishes to continue to provide the Company with business
development services, including but not limited to introducing the Company to
lending sources, investors, and possibly customers in the U.S. and China;
WHEREAS, the Company agrees to compensate the Consultant for services
that it will provide under this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto, each intending to
be legally bound hereby, agree as follows:
1. APPOINTMENT. The Company hereby appoints the Consultant as a general
business consultant and hereby retains and employs the Consultant on the terms
and conditions of this Agreement. The Consultant accepts such appointment and
agrees to perform the services upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on the date hereof and
shall terminate twelve (12) months from date of the execution of this document.
3. CONSULTING SERVICES. The Company acknowledges that the Consultant
can provide valuable services to the Company and will pay for these services
upon signing this Agreement, as further described in Section 6 hereof. The
Consultant also agrees that it will continue to assist the Company in securing
funding and increasing its revenues and developing a comprehensive business
strategy. In particular, the Consultant will: 3.1 Introduce the Company to
potential customers and marketing alliance partners and assist the Company in
negotiating agreements with such parties.
3.2 Source potential funding sources from institutional
and private lenders in the U.S. and China.
3.3 Assist the Company in identifying potential merger
and acquisition candidates.
3.4 Provide the Company with other business consulting
services, if specifically requested by the Company in
writing and within the Consultant's area of
expertise.
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STANDARD CONSULTING AGREEMENT 2003-2004
4. DUTIES OF THE COMPANY.
4.1 The Company shall supply the Consultant, on a regular
and timely basis, with all approved data and
information about the Company, its management, its
products and its operations, and the Company shall be
responsible for advising the Consultant of any facts
which would affect the accuracy of any prior data and
information previously supplied to the Consultant so
that the Consultant may take corrective action.
4.2 The Company shall promptly notify the Consultant if
any information or data being supplied to the
Consultant has not been generally released or
promulgated.
5. DUTIES OF THE CONSULTANT.
5.1 The Consultant agrees that it will comply with all
federal and state laws, rules, and regulations
pertaining to all of its activities under this
Agreement. The Consultant understands that he is
solely responsible for obtaining any permits,
certificates, or approvals from state or federal
regulatory agencies if any activity under this
Agreement requires such approval. The Consultant
shall be responsible for all costs and expenses in
such process, including but not limited to filing
fees and attorneys fees.
5.2 The Consultant is not an agent or employee of the
Company for any purposes whatsoever, but is an
independent contractor, who shall have sole control
of the manner and means of performing under this
Agreement and shall be solely responsible for the
payment of all of his compensation, withholding and
all other taxes (including unemployment compensation
and FICA) and for the compensation of its affiliates,
agencies, employees and representatives, as well as
all applicable withholding there from and taxes
thereon (including unemployment compensation and
FICA) and workmen's compensation insurance.
5.3 All expenses and disbursements including, but not
limited to, those for travel and subsistence,
reasonable entertainment, office, clerical and
general selling expenses, that may be incurred by the
Consultant in connection with this Agreement shall be
borne wholly and completely by Consultant and the
Company shall not in any way be responsible or liable
therefore, with exception of a designated trip,
described as follows:
(a) The Company has authorized the Consultant to
source a loan by utilizing equipment that it owns,
operates and maintains in China. The Consultant shall
be allocated the sum of Five Thousand Dollars
($5,000) for purposes of travel, related expenses,
and cost of conducting business in China in an effort
to secure this loan. This payment shall be conveyed
by the Company prior to the Consultant's departure,
presently scheduled for July 24, 2003.
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6. COMPENSATION FOR CONSULTING SERVICES The Company shall pay
Consultant a fee equal to two percent (2%) of any funds raised on behalf of the
Company, including any loans secured from lending institutions or private
sources. Other compensation, for other services provided, will be negotiated on
a case-by-case basis.
7. TERMINATION. Notwithstanding Section 2 of this Agreement, this
Agreement may be terminated at any time in accordance with the following
provisions:
7.1 Either party may terminate this Agreement upon the
failure of the other party to cure a material default
under, or a breach of this Agreement with thirty (30)
days after written notice is given as to such breach
by the terminating party provided, however, that
there shall be no termination if the defaulting party
cures such default with such 30 day period;
7.2 Upon the bankruptcy or liquidation of the other
party, whether voluntary or involuntary;
7.3 Upon the other party taking the benefit of any
insolvency law; or
7.4 Upon the other party having or applying for a
receiver appointed for all or substantial part of
such party's assets or business.
8. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Consultant
acknowledges that he is the policy of the Company to maintain as secret and
confidential all valuable information heretofore or hereafter acquired,
developed or used by the Company in relation to its business, operations,
employees and customers which may give the Company a competitive advantage in
its industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that by reason of its duties, the
consultant may acquire confidential Information The consultant recognizes that
all such Confidential Information is the property of the Company. In
consideration of the Company entering into this Agreement, the Consultant agrees
that:
(a) it shall never, directly or indirectly, publicly
disseminate or otherwise disclose any Confidential Information
obtained during his engagement by the Company without the
prior written consent of the Company, unless and until such
information is otherwise known to public generally, he being
understood that the obligation created by this subparagraph
shall survive the termination of the Agreement; and
(b) during the term of its engagement by the Company, the
Consultant shall exercise all due and diligent precautions to
protect the integrity of any of the Company's documents
embodying Confidential Information (which shall be marked
"Confidential" by the Company prior to delivery to the
Consultant and, if not so marked, shall not be deemed to
embody Confidential Information), and upon termination of its
engagement, he shall return all such documents (and copies
thereof) in his possession or control.
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9. GENERAL PROVISIONS.
9.1 This Agreement is the sole, complete, and entire
agreement between the parties and supersedes all
prior negotiations, understandings, and/or agreements
proposed or otherwise, written or oral, concerning
the subject matter hereof. This Agreement may be
amended only by means of a written instrument duly
executed by all of the parties hereto.
9.2 The person(s) signing this Agreement for the
Consultant represents and warrants that he/she has
the proper authorization, legal, and authority to
sign this Agreement on behalf of the Consultant.
9.3 The Preliminary Recitals set forth in the preamble
are hereby incorporated and made part of this
Agreement. Headings in this Agreement are for
reference purposes only and do not form a part of
this Agreement. If any term, condition, or provision
of this Agreement shall be declared invalid or
enforceable, the remainder of this Agreement shall
not be affected thereby and shall remain in full
force and effect and shall be valid and enforceable
to the fullest extent permitted by law.
9.4 The parties agree to execute and deliver all such
further documents, agreements, and instruments and
take such other and further action as may be
necessary or appropriate to carry out the purposes
and intent of this Agreement. No waiver of any breach
or default hereunder shall be considered valid unless
such waiver is made in writing and signed by the
party giving such waiver. The granting of a waiver by
a party in a particular instance shall not constitute
a waiver of future conduct unless expressly specified
in the written instrument granting such waiver. No
waiver shall be granted or inferred based upon the
conduct of the parties.
9.5 This Agreement shall be governed by the laws of the
State of Florida. Venue for enforcement of this
Agreement shall be Palm Beach County, Florida. This
Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original and all of which, taken together, shall
constitute one and the same document. Facsimile
signatures on this Agreement shall be effective and
binding as original signatures. Any facsimile copy of
a manually executed original shall be deemed a
manually executed original.
9.6 All notices, requests, demands, and other
communications shall be in writing, and shall be
deemed to have been duly given when deposited in the
United States mail by certified mail, return receipt
requested, postage prepaid, addressed as follows:
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As to the Company:
As to the Consultant
Genesis Technology Group, Inc.
000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
IN WHENESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
COMPANY
Dated: Signed: ________________________________
GENESIS TECHNOLOGY GROUP, INC.
Dated: Signed: ________________________________
Xxxx X. Xxxxxxx, CEO
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