EXHIBIT 10.2
Consulting Agreement
This Agreement is made effective as of March 6, 1999, by and between Color
Strategies, of 0000 Xxxx 000 Xxxxx, Xx. Xxxxxx, XX 00000, and Progressive
Management & Consulting, Inc., of 0000 X. Xxxxxx Xxx., #000, Xxx Xxxxx, XX
00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as ""CS"", and the party who will be providing the services shall be
referred to as ""PM&C"".
"PM&C" has a background in business consulting and is willing to provide
services to "CS" based on this background.
"CS" desires to have services provided by "PM&C".
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on March 6, 1999, "PM&C" will provide the
following services (collectively, the "Services"):
Bookkeeping services
Audit preparations
SEC filing preparations
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
and the specific hours to be worked by "PM&C" shall be determined by "PM&C".
"CS" will rely on "PM&C" to work as many hours as may be reasonably necessary to
fulfill "PM&C"'s obligations under this Agreement.
3. PAYMENT. "CS" will pay a fee to "PM&C" for the Services based on $500.00 per
month. This fee shall be payable monthly, no later than the last day of the
month following the period during which the Services were performed. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that "PM&C" shall be entitled to payments for periods or
partial periods that occurred prior to the date of termination and for which
"PM&C" has not yet been paid.
4. TERM/TERMINATION. This Agreement shall terminate by either party upon 30
days written notice to the other party.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that "PM&C" is an
independent contractor with respect to "CS", and not an employee of "CS". "CS"
will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of "PM&C".
6. DISCLOSURE. "PM&C" is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of "CS".
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- any activity that "PM&C" may be involved with on behalf of "CS"
7. CONFIDENTIALITY. "PM&C" recognizes that "CS" has and will have the following
information:
- business affairs
- process information
- technical information
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of "CS" and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
"PM&C" agrees that "PM&C" will not at any time or in any manner, either directly
or indirectly, use any Information for "PM&C"'s own benefit, or divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of "CS". "PM&C" will protect the Information
and treat it as strictly confidential. A violation of this paragraph shall be a
material violation of this Agreement.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that "PM&C" has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, "CS" shall be entitled to an injunction to restrain "PM&C" from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. "CS" shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
9. RETURN OF RECORDS. Upon termination of this Agreement, "PM&C" shall deliver
all records, notes, data, memoranda, models, and equipment of any nature that
are in "PM&C"'s possession or under "PM&C"'s control and that are "CS"'s
property or related to "CS"'s business.
10. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United State mail, postage prepaid, addressed as follows:
IF for "CS":
Xxxx Xxxxxxxx
President
0000 Xxxx 000 Xxxxx
Xx. Xxxxxx, XX. 00000
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IP for "PMAC":
Xxxxxx X. Xxxxx
President
0000 X. Xxxxxx Xxx., #000
Xxx Xxxxx, XX 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment
is made in writing and is signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Nevada.
Party receiving services:
Color Strategies
By: /s/ Xxxx Xxxxxxxx
----------------------------
Xxxx Xxxxxxxx
President
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Party providing services:
Progressive Management & Consulting, Inc.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx
President
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