Exhibit 10.2
PROFESSIONAL CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is made as of September 1st, 2003 by
and between Telecommunication Products, Inc ("TCPD") a Colorado corporation
with offices at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx X, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000 and Xxxxxxx X. Xxxxxx an individual with offices at 00 Xxxxxxxx,
Xxxxxxxx, Xxxxxx Xxxxxxx (the "Consultant").
WITNESSTH
WHEREAS, the Company desires to retain Consultant to render consulting services,
including services Vice President of European Operations relating to market
analysis, financial planning, strategic transactions, structuring, strategic
planning and development and internet and technology solutions.
WHEREAS, Consultant is willing to perform such consulting services on the terms
and conditions herein contained.
NOW, THEREFORE, in consideration of the premises herein and other good and
valuable considerations, the parties agree as follows:
1. ENGAGEMENT
The Company hereby engages Consultant and Consultant hereby accepts such
engagement as a Consultant to render the consulting services set forth below, as
requested by the Company, and in furtherance of the business goals of the
Company.
2. CONSULTANT DUTIES
Consultant shall, at the request of the Company, provide business management and
marketing consultation services. Such services shall include, advice concerning
the implementation and monitoring of business and marketing plans, as well as
establishing and/or enhancing the Company's internet presence, advice concerning
the Company obtaining investment banking and financial services, and advice
concerning the Company retaining other professionals. The Consultant may also
render the following services at the request of the Company:
a. Market Analysis- Consultant will assist the Company in researching market
conditions and the Company's competitors.
b. Financial Planning - Consultant will assist the Company in determining
the Company's financing requirements and will assist the Company in retaining
and working with professionals to meet such requirements.
c. Strategic Transactions - Consultant will assist the Company in evaluating
the advisability of entering into mergers, acquisitions and joint ventures.
d. Strategic Planning and Development - Consultant will assist the Company
in understanding its operational objectives.
e. Operations Management & Consolidation - Consultant will establish
business systems processes and procedures appropriate to both corporate (TCPD)
and subsidiary (HMN) requirements in order to maximize cost efficiency and map
out a "path to profitability."
3. TERM
The term of this agreement shall commence on September 1st2003, for a minimum
period of 210 Days and is renewable by mutual consent of the parties.
4. COMPENSATION
a. As full compensation for the services to be rendered by Consultant
hereunder, Consultant shall be paid, and the Consultant agrees to accept one
thousand (1,000) US Dollars per day plus expenses for the life of the Contact.
5. ACTIVITIES
a. Throughout the term of this agreement, Consultant will provide the
officers, directors, employees or designees of the Company with verbal as well
as written reports, when reasonably requested, concerning its activities.
6. THIRD PARTIES
a. The Company acknowledges that, in connection with its engagement
hereunder, Consultant may introduce the Company to third parties who may
transact business with the Company and/or assist Consultant in providing
consulting services to the Company hereunder.
7. CONFIDENTIAL INFORMATION
a. Consultant acknowledges that any and all confidential knowledge or
information concerning the Company and its affairs obtained by it, its
principals, employees and/or contractors in the course of its engagement
hereunder will be inviolate by it and that it will conceal the same from any and
all other persons and entities, including, but not limited to, competitors of
the Company and that it will not impart any such knowledge to anyone whosoever
during the term of hereof.
8. CONSULTANT STATUS
a. Consultant acknowledges that it is providing services hereunder as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant further agrees that nothing herein shall create a relationship of
partners or joint ventures between Consultant and the Company and, except as
otherwise set forth herein, nothing herein shall be deemed to authorize
Consultant to obligate or bind the Company to any commitment without the prior
written consent of the Company in each instance.
9. INDEMNIFICATION
a. The Consultant shall hold harmless and indemnify Company from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including but not limited to, the payment and advancement of reasonable
attorney's fees, resulting from, or incurred in connection with claims made
against Consultant or Company relating to the performance of its duties
hereunder. The provision of this section shall survive termination of this
agreement. The Consultant will follow all applicable SEC and NASD laws, rules
and regulations in performance of its duties hereunder.
TELECOMMUNICATION PRODUCTS, INC.
BY: /s/ Xxxxxx Xxxxxxx DATED: September 1, 2003
XXXXXX XXXXXXX, President
BY: /s/ Xxxxxx Xxxxxxx DATED: September 1, 2003
XXXXXXX XXXXXX, an individual
