EXHIBIT 10.5
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Consulting Agreement between Humana Trans Services Group, Ltd. and
Agincourt, Inc.
AGINCOURT, INC.
CONSULTING AGREEMENT
AGREEMENT made this 15th day of April, 2002, by and between Humana
Trans Services Group, Inc. with its principal place of business
located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000
(hereinafter, CLIENT), a New York corporation and Agincourt, Inc.
with its principal place of business located at 000 Xxxxx Xxxxxx,
Xxxx Xxxxxxx, Xxx Xxxx 00000 (hereinafter, FIRM), a New York
corporation, upon terms and conditions as follows:
FIRM will be an agent for the foregoing services:
To craft and distribute a formalized business plan
FIRM will be available to render all services represented during
normal and customary working hours. FIRM will at all time render the
foregoing, and all other services, on a "best efforts" basis.
It is understood and agreed to by the CLIENT, its employees, agents,
and assignors, that during the term of this AGREEMENT the FIRM shall
be CLIENT representative for all the advisory and consulting
services set forth hereinabove.
11. COMPENSATION
a. A non refundable retainer of CLIENT common stock shall be paid by
CLIENT to FIRM as follows:
(iii) 185,000 shares of CLIENT common stock free of any legend and
fully tradable within 10 days of the effective date of this
contract. This clause shall survive in the event of any
future funding from any source whatsoever post contract for
any introduction during the contract term.
b. The stock portion of the retainer referred to in Section "1a(i)", set
forth hereinabove shall be delivered to FIRM at 000 Xxxxx Xxxxxx,
Xxxx Xxxxxxx, Xxx Xxxx 00000, by CLIENT, in a form described in
section "1a(i)" above.
c. From time to time FIRM will present for payment, receipts for
necessary and reasonable business expenses for any and all tasks
assigned by CLIENT to FIRM, or undertaken by FIRM in furtherance of
CLIENT business goals and objectives, including but not limited to
travel and entertainment, material supplies, filings, press releases,
and other professional fees. It is agreed that these expenses which
represent "out of pocket" costs, if any, incurred by FIRM in behalf of
CLIENT, will be reimbursed by CLIENT on a "forthwith" basis.
d. Failure by CLIENT to perform obligations as per the terms of paragraph
1 - {COMPENSATION} and or any clause pertaining to reimbursement may
result in FIRM withholding future services until the compensation is
satisfied and current.
12. CONFIDENTIALITY
FIRM agrees that it will not, without consent, communicate to any
individual or business entity information relating to any confidential
material which it might from time to time acquire with respect to the
business of CLIENT, its affiliates or subsidiaries. This clause shall
survive for one year after the termination of this AGREEMENT.
13. DEFENSE AND INDEMNIFICATION
CLIENT agrees, at its sole expense, to defend FIRM, and to indemnify
and hold the FIRM harmless from, any claims or suits by a third party
against the FIRM or any liabilities or judgments based thereon, either
arising from FIRM performance of services for CLIENT under this
AGREEMENT or arising from any CLIENT products which result from FIRM
performance of general services under this AGREEMENT.
14. TERMS AND TERMINATION
This AGREEMENT with all rights and privileges pertaining thereto shall
be for a term of not less than18 months from the date hereof and shall
be deemed automatically renewed upon its same terms and conditions for
an additional 12 month period unless, not less than 60 days prior to
expiration, either party serves upon the other written notice to
terminate. Said notices shall be in conformance with paragraph "5c."
set forth herein.
15. MISCELLANEOUS
a. Any and all work generated on behalf of CLIENT including but not
limited to: databases, models, charts and, presentations, is the
work product of and shall remain the sole property of FIRM.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and neither FIRM nor CLIENT shall have
authority to bind or act as agent for the other or for their
respective employees for any purpose, unless specifically agreed
to in writing and is executed by an officer of each party.
c. Notice given by one party to the other hereunder shall be in
writing and deemed to have been properly given if deposited with
the United States Postal Service, registered or certified mail,
addressed as follows:
CLIENT HUMANA TRANS SERVICES GROUP, INC.
000 XXXXXXXXXXX XXXX, XXXXXXXX, XXX XXXX 00000
FIRM AGINCOURT, INC.
000 XXXXX XXXXXX, XXXX XXXXXXX, XXX XXXX 00000
d. This AGREEMENT replaces any previous AGREEMENT and the
discussions relating to the subject matters hereof and
constitutes the entire AGREEMENT between CLIENT and FIRM with
respect to the subject matters of this AGREEMENT. This AGREEMENT
may not be modified in any respect by any verbal statement,
representation, or writing made by any employee, officer, or
representative of CLIENT or FIRM unless such writing is in proper
form and executed by an officer of each party.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the date
first stated above. This AGREEMENT is bound under the Laws of the State of New
York and shall be construed and enforced in accordance with those laws. Any
remedies on breach of the AGREEMENT will be determined exclusively through
binding arbitration provided by the New York State court system.
By: ___________________________________ ________________
Xxxxx Xxxxx - President, Agincourt Date
By: ___________________________________ ________________
Xxxxx Xxxxxxx - President, Humana Trans Date
