EXHIBIT 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into
this 13th day of August 2001 is by and amongst DUCT Utility Construction &
Technologies, Inc. (the "Company") and Xxxxxx Xxxxx (The "Consultant").
WHEREAS, Consultant is skilled in financial matters, marketing,
strategic planning, accounting and the law; and
WHEREAS, the Company desires to engage the Consultant to assist the
Company in its efforts to expand its operations, develop a coherent marketing
plan to address the changing needs of the marketplace and the legal
ramifications of any such actions;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non- exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall provide the Company with ongoing consulting
services in the area of financial consulting, marketing, strategic operations
and various legal matters related thereto. Consultant shall be responsible for
developing strategic alliances and identifying potential acquisition or joint
venture candidates. Consultant shall meet with the Company's Board of Directors
and report upon his endeavors. Consultant shall provide these services on as
needed basis but in no event less frequently than at least two days per week
unless advised to the contrary by the Company. Said services to be provided
either at the Company's principal place of business or at the business address
of the Consultant depending upon the nature and type of services provided.
3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.
Company will make available to Consultant copies of all reports filed with the
Securities and Exchange Commission, copies of financial reports and projections,
strategic plans and such other reports as may be necessary in order for
Consultant to carry out Consultant's responsibilities.
4. This Agreement shall be for a term commencing on the date of
execution by the last signatory anc continuing until December 31, 2001.
5. In consideration of the services to be provided, Consultant shall
receive a fee equal to 500,000 shares of the Company's common stock.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties agree that
all knowledge and information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to,
directly or indirectly, to any confidential information made or compiled by, or
delivered or made available to or otherwise obtained by the respective parties.
However, the foregoing provision shall not prohibit Consultant from engaging in
any work at any time following his termination of this Agreement which does not
conflict with the terms of this Agreement.
8. This Agreement may be terminated for "Proper Cause" prior to
expiration of its stated term in the sole and absolute discretion of either
party. As used in the Agreement "Proper Cause" shall be limited to: Conviction
of Civil or Criminal Fraud or a Felony. Such termination shall not prejudice any
other remedy to which either party may be entitled either at law, in equity or
under this Agreement.
9. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
10. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Ohio. By entering into this Agreement, the parties agree to
the jurisdiction of the Ohio courts with venue in Cincinnati, Ohio. In the event
of any breach of this Agreement, the prevailing party shall be entitled to
recover all costs including reasonable attorney's fees.
11. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary,
in making proof of this Agreement to produce or account for
more than one counterpart.
12. Nothing contained herein shall be construed as creating a joint
venture or partnership arrangement between Consultant and the Company. IN
WITNESS WHEREOF, the parties hereto have subscribed their hands an seals the day
and year first above written.
CONSULTANT: COMPANY:
DUCT UTILITY CONSTRUCTION &
TECHNOLOGIES, INC.
/s/ XXXXXX XXXXX BY: /s/ XXXXXXX XXXX, CEO
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XXXXXX XXXXX XXXXXXX XXXX
