EXHIBIT 10
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the
"Agreement") is made effective the 1st day of February, 1999, by
and between Resolution Assistance Corporation, a Utah corporation
("RAC") and Xxxxxx Xxxxx and Equitable Resolutions Group LLC
(hereinafter Xxxxxx Xxxxx and Equitable Resolutions Group LLC
shall jointly be referred to as "Xx. Xxxxx").
W I T N E S S E T H
WHEREAS, Xx. Xxxxx has developed information, materials
and products dealing with conflict identification and resolution
under the trade name Equitable Resolutions Group LLC;
WHEREAS, RAC desires to engage Xx. Xxxxx for the
purpose of developing and marketing such products for and in
behalf of RAC in accordance with the terms and conditions of this
Agreement;
THEREFORE, in consideration of the covenants and
promises contained herein and other good and valuable
consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, RAC and Xx. Xxxxx hereby agree as
follows:
1. Engagement. RAC hereby engages Xx. Xxxxx and Xx.
Xxxxx hereby accepts the engagement as an independent contractor
of RAC to market and further develop information, materials,
products and programs related to conflict identification and
resolution as well as other products that the parties agree may be
marketable to assist in solving problems and issues arising in the
workplace or any other products and programs which may be produced
and sold at a profit (the "Products"). The Products shall include
all Products developed by Xx. Xxxxx to date as well as Products
developed during the term of this Agreement.
2. Duties. Xx. Xxxxx shall diligently market,
promote and further develop the Products during the term of this
Agreement and any renewal thereof and personally work full time at
such marketing, promoting and developing. Xx. Xxxxx shall conduct
his own business and may employ sales representatives, agents or
employees for purposes of furthering the development and promotion
of the Products. Xx. Xxxxx shall be solely responsible for the
control, supervision and direction of its sales representatives,
agents or employees, and their compensation, expenses and any
other associated costs or liabilities. Xx. Xxxxx is responsible
for the declaration and payment of all local, state and federal
taxes that may accrue because of compensation received from RAC.
It is expressly understood that neither Xx. Xxxxx nor any of his
sales representatives, agents or employees is an employee, agent,
or partner of RAC.
3. Compensation. Xx. Xxxxx shall receive from RAC
$50,000.00 in connection with entering into this Agreement (the
"Initial Payment"). The Initial Payment shall be in part
consideration for a one-third ownership interest in the Products
which is hereby transferred to RAC by Xx. Xxxxx. This one-third
ownership interest in the Products shall survive the termination
of this Agreement. After the payment of the Initial Payment, the
sale and/or distribution of all Products and the proceeds
therefrom shall be aggregated to determine the gross revenue from
the Products (the "Gross Revenue"). When calculating Gross
Revenue, RAC shall subtract the actual cost of goods (video tapes,
audio cassettes and printing costs, etc.) provided at seminars,
through the mail, through the Internet and other methods. RAC
shall give Xx. Xxxxx two-thirds of the Gross Revenue. Xx. Xxxxx
shall be responsible for all costs and taxes incurred incident to
the creation and distribution of Product in any capacity as set
forth in Section 2 above. Further, any costs, expenses or charges
incurred in connection with marketing or promoting Products,
including, without limitation, transportation expenses and
insurance, shall be the sole responsibility of Xx. Xxxxx.
4. Term. The term of this Agreement shall commence
on the date hereof and shall continue for two years. The term
shall renew automatically in increments of 12 months unless either
party notifies the other party of its desire to not renew the
term. Such notice must be given 90 days prior to the end of the
initial two year term or any renewal thereof.
5. Assignment. Neither party may assign its rights
or duties under this Agreement without the consent of the other
party.
6. Personal Services Agreement. This Agreement is a
personal services agreement between RAC and Xx. Xxxxx. Xx. Xxxxx
shall make available his services under this Agreement. At such
time, if ever, as Xx. Xxxxx ceases to personally render the
services called for in this Agreement, RAC shall have the option
to terminate the Agreement.
7. Attorneys' Fees. In any action or proceeding
brought to enforce this Agreement, the prevailing party shall be
entitled to recover all costs and expenses, including reasonable
attorneys' fees and costs, incurred in connection therewith,
whether such costs and expenses are incurred with or without suit,
or before or after judgment.
8. Notice. Any notice required or permitted to be
given under this Agreement will be sufficient if delivered or
mailed by certified mail, with proper postage affixed, to Xx.
Xxxxx at 0000 Xxxxx Xxxxxxxxxxxx Xxxxxxx Xxxx, Xxxxx, Xxxx 00000,
or if to RAC, to its offices at 000 X. 0000 X., Xxxxx X000, Xxxxx,
Xxxx 00000, or such other address as either party hereto may
hereafter indicate in writing to the other.
9. Enforceability. If any provision herein is found
to be void, voidable or unenforceable, it shall be enforced to the
extent allowed by law, and the remaining provisions hereof shall
remain in full force and effect.
5. Captions. The captions set forth in this
Agreement are for reference purposes only and are not to be
considered to form a part of this Agreement.
6. Entire Agreement. This Agreement sets forth the
entire agreement and understanding of the parties and supersedes
all prior understandings, agreements or representations by or
among the parties.
12. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws the state of Utah
without giving effect to any conflict of laws provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.
RESOLUTION ASSISTANCE CORPORATION
a Utah corporation
/s/C. Xxxxxxx Xxxxx
C. Xxxxxxx Xxxxx, President
EQUITABLE RESOLUTIONS GROUP LLC
/s/Xxxxxx Xxxxx
Xxxxxx Xxxxx, LLC Manager and/or Member
/s/Xxxxxx Xxxxx
Xxxxxx Xxxxx, Individual
