Exhibit 10.21
CONSULTING AGREEMENT
This Consulting Agreement (this "AGREEMENT") is entered into as of
October 8, 2001 (the "EFFECTIVE Date"), by and between IVG CORP., a Delaware
corporation (the "COMPANY"), and Xxxxxx X. XxXxxxxxx, an individual
("CONSULTANT"). Each of the Company and Consultant is referred to herein as a
"PARTY" and are collectively referred to herein as the "PARTIES."
The Parties desire to enter into this Agreement in order that
Consultant may provide the consulting services, as hereinafter set forth.
The Parties, intending to be legally bound, agree as follows:
1. ENGAGEMENT OF CONSULTANT.
1.1 SCOPE OF SERVICES. The Company engages the Consultant to
render consulting services, and the Consultant agrees to render consulting
services, to the Company, as requested from time to time, on the terms and
conditions set forth herein. The scope and nature of the consulting services
will be services in connection with the identification, analysis and evaluation
of possible merger and acquisition opportunities for the Company, and such other
services as may be requested by the Board of Directors and the Chief Executive
Officer of the Company from time to time.
1.2 TERM OF AGREEMENT. The Company will retain the Consultant
under the terms of this Agreement for the period beginning on the Effective Date
and ending on the first anniversary of the Effective Date (the "CONSULTING
PERIOD").
2. CONSULTING FEE. In payment in full for the consulting services
rendered by Consultant under this Agreement, the Company shall grant to
Consultant an option to purchase 3,000,000 shares of the Company's common stock,
which shall be issued to Consultant pursuant to that certain Stock Option
Agreement, attached hereto as EXHIBIT A (the "CONSULTING FEE").
3. EXPENSES. In addition to the Consulting Fee, Consultant shall be
reimbursed by the Company for all reasonable out-of-pocket disbursements
incurred by Consultant in connection with the performance of his services under
this Agreement, including but not limited to travel expenses and legal and
accounting fees. Expenses in excess of $3,000 must be approved in advance by the
Chief Executive Officer of the Company.
4. INDEPENDENT CONTRACTOR. The parties acknowledge that Consultant is a
skilled professional consultant who will be rendering professional services
pursuant to this Agreement. Consultant will use his professional judgment and
expertise to accomplish the details of his work. Consultant is, and shall for
all purposes be considered, an independent contractor, and nothing in this
Agreement shall be deemed to create or imply an agency, partnership, joint
venture or employment relationship between Consultant and the Company (or any
affiliate of the Company). Consultant acknowledges and agrees that he shall have
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no right or authority to commit or obligate the Company in any way to any third
party or parties unless specifically authorized to do so by an authorized
officer of the Company. It is understood that Consultant shall pay all taxes,
licenses, and fees levied or assessed on Consultant in connection with or
incident to the performance of this Agreement by any governmental agency,
including, without limitation, unemployment compensation insurance, old age
benefits, social security, or any other taxes upon wages of Consultant.
Consultant agrees to furnish the Company with the information required to enable
it to make necessary reports and pay taxes.
5. TERMINATION. This Agreement is terminable by either the Company or
Consultant upon 30 days prior written notice to the other. Upon termination of
this Agreement for any reason, none of the Parties nor any other person shall
have any liability or further obligation arising out of this Agreement, except
for any liability resulting from the breach of this Agreement prior to
termination; provided that notwithstanding the termination of this Agreement
pursuant to the terms hereof or otherwise, the Company's obligations to
reimburse the Consultant for all reasonable out-of-pocket disbursements under
Section 3 shall survive the termination of this Agreement.
6. CONFIDENTIALITY; PROPRIETARY INFORMATION.
6.1 CONFIDENTIALITY. Both during the Consulting Period and
thereafter, Consultant agrees that (i) all information and data that Consultant
receives from the Company and all information and data that Consultant generates
or develops in the performance of this Agreement shall be regarded as
proprietary information and property of the Company that shall be held in strict
confidence by Consultant and that all of such information and data shall be
promptly returned to the Company upon termination or expiration of this
Agreement, and (ii) Consultant will not, except as specifically requested by the
Company, use for any purpose or disclose to any person any confidential
information concerning the business of the Company. The term "confidential
information" includes, without limitation, information not previously disclosed
to, or known by, the public with respect to products, processes, facilities and
methods, research and development, trade secrets, know-how and other
intellectual property, marketing and business plans, prospects and
opportunities, customer lists and financial information regarding the business
of the Company.
6.2 PROPRIETARY INFORMATION. Consultant agrees that all data,
reports, processes, procedures, programs, discoveries, formulae, improvements,
technologies, designs, inventions (collectively, "INVENTIONS"), including new
contributions, developments, ideas, and discoveries, whether or not patentable
or copyrightable, conceived, developed, invented, or made solely by the
Consultant, or jointly with other employees, agents or consultants of the
Company, as part of the consulting services shall be conclusively deemed "work
for hire" and are property of, and belong to, the Company. Consultant assigns
all right, title and interest in such Inventions to the Company.
7. MISCELLANEOUS.
7.1 NOTICES. Unless otherwise provided in this Agreement, all
notices, approvals, or other communications purporting to affect the rights of
the Parties hereunder will be in writing and will be delivered personally or by
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certified mail, return receipt requested, or express courier (a) if to the
Company, at 00000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxx 00000 and (b) if
to Consultant, at the address set forth on the signature page to this Agreement,
or at such other address as either Party notifies to the other Party in writing.
Any such notice or communication (i) sent by express courier will be considered
delivered the next business day; (ii) sent by confirmed facsimile will be
considered given on the day following the date of dispatch; (iii) delivered
personally will be considered given on the date of such delivery; and (iv) sent
by certified mail, return receipt requested, will be considered given three
calendar days after the date of dispatch.
7.2 SEVERABILITY. If at any time any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any respect, such
provision shall be severed from this Agreement and shall be deemed replaced by a
provision as similar as possible to the severed provision but which is legal,
valid and enforceable. The legality, validity and enforceability of the
remaining provisions of this Agreement will not be affected or impaired thereby.
7.3 AMENDMENTS. No amendment, modification or deletion of any
of the provisions of this Agreement will be effective unless made in writing and
signed by an authorized representative of each of the Parties.
7.4 ASSIGNMENT. Consultant may not assign this Agreement, or
his rights hereunder, or any part hereof, without the express prior written
consent of the Company.
7.5 GOVERNING LAW. This Agreement will be governed by and
controlled by the laws of the State of Texas (without regard to its
conflicts-of-law provisions).
7.6 ENTIRE AGREEMENT. This Agreement and the exhibits attached
hereto set forth the entire understanding between the Parties with regard to the
subject matter hereof, and merges all prior agreements and discussions as to the
subject matter hereof into, and is superseded by, this Agreement.
7.7 RELATIONSHIP. Nothing herein shall create the relationship
of principal and agent, legal representative, joint venturers, partners,
employee and employer or master and servant between the Parties. No fiduciary
duty is owed by, or exists between, the Parties.
7.8 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, this Agreement has been executed on the day and
year first written above.
IVG CORP.
By: /S/ XXXXXXX XXXXXXX
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Name: XXXXXXX XXXXXXX
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Title: CEO
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/S/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. XxXxxxxxx
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