AUCTIONOMICS, INC.
a Nevada corporation
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement"), made and
entered into as of this 10th day of June, 1999 by and between
Auctionomics, Inc., a Nevada corporation ("Auction" or the
"Company") and WLTC, LLC, a California Limited Liability Company
(the "Consultant").
RECITALS
WHEREAS, Auction wishes to engage the consulting services of
Consultant; and
WHEREAS, Consultant wishes to provide Auction with consulting
services.
NOW, THEREFORE, in consideration of the mutual promises
herein contained, the parties hereto hereby agree as follows:
1. CONSULTING SERVICES
Auction hereby authorizes, appoints and engages the
Consultant to perform the following services in accordance with the
terms and conditions set forth in this Agreement:
The Consultant will assist in the business development of
Auction, including communication with customers, marketing, etc. In
addition, Consultant's members, principals, or employees may serve
as an officer and/or director of Auction at the discretion of
Auction's Board of Directors and Shareholders.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect as of the
date hereof and shall remain in effect for so long as Xxxxxx X.
Xxxxxxx, who is a member of Consultant, shall remain a shareholder
of Auction. At such time as Xx. Xxxxxxx ceases to be a shareholder
of Auction, then this Agreement the obligations of all parties
hereunder shall immediately be terminated in their entirety.
3. COMPENSATION TO CONSULTANT
a. The Company shall pay to Consultant a sum equal to twenty
percent (20%) of the gross revenues to the Company generated as a
result of Consultants efforts, payable on a quarterly basis within
thirty (30) days of the end of the preceding calendar quarter.
Gross revenues is defined as gross revenues minus any amounts
payable to third parties as referral fees, finder's fees,
co-marketing fees, or similar fees payable in the generation of
gross revenues).
b. The Company shall reimburse Consultant for all reasonable
business related expenses incurred by Consultant in the course of
his normal duties on behalf of the Company.
In reimbursing Consultant for expenses, the ordinary and usual business
guidelines and documentation requirements shall be adhered to by the Company
and Consultant. Any expenses which, individually or in the
aggregate, exceed Five Hundred Dollars ($500.00) must be consented
to by the Company in writing prior to being incurred by Consultant.
4. REPRESENTATIONS AND WARRANTIES OF CONSULTANT
Consultant represents and warrants to and agrees with
Auction that:
a. This Agreement has been duly authorized, executed and
delivered by Consultant. This Agreement constitutes the valid, legal
and binding obligation of Consultant, enforceable in accordance with
its terms, except as rights to indemnity hereunder may be limited by
applicable federal or state securities laws, and except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.
b. The consummation of the transactions contemplated hereby
will not result in any breach of the terms or conditions of, or
constitute a default under, any agreement or other instrument to
which Consultant is a party, or violate any order, applicable to
Consultant, of any court or federal or state regulatory body or
administrative agency having jurisdiction over Consultant or over
any of its property, and will not conflict with or violate the terms
of Consultants's current employment.
c. The parties hereto acknowledge and agree that Auction
shall have the right to refuse any course of action proposed by
Consultant and to refuse any customer or sale identified by
Consultant or any other source.
5. REPRESENTATIONS AND WARRANTIES OF AUCTION
Auction hereby represents, warrants, covenants to and agrees
with Consultant that:
a. This Agreement has been duly authorized, and executed by
Auction. This Agreement constitutes the valid, legal and binding
obligation of Auction, enforceable in accordance with its terms,
except as rights to indemnity hereunder may be limited by applicable
federal or state securities laws, except in each case as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.
b. There is not now pending or, to the knowledge of
Auction, threatened, any action, suit or proceeding to which Auction
is a party before or by any court or governmental agency or body
which might result in a material adverse change in the financial
condition of Auction. The performance of this Agreement and the
consummation of the transactions contemplated hereby will not result
in a breach of the terms or conditions of, or constitute a default
under, any statute, indenture, mortgage or other
material Agreement or instrument to which Auction is a party, or violate
any order, applicable to Auction, or governmental agency having jurisdiction
over Auction or over any of its property.
6. INDEPENDENT CONTRACTOR
Both Auction and the Consultant agree that the Consultant
will act as an independent contractor in the performance of his
duties under this Agreement. Nothing contained in this Agreement
shall be construed to imply that Consultant, or any employee, agent
or other authorized representative of Consultant, is a partner,
joint venturer, agent, officer or employee of Auction. Neither
party hereto shall have any authority to bind the other in any
respect vis a vis any third party, it being intended that each shall
remain an independent contractor and responsible only for its own
actions.
7. NOTICES
Any notice, request, demand, or other communication given
pursuant to the terms of this Agreement shall be deemed given upon
delivery, if hand delivered or sent via facsimile, or Forty-Eight
(48) hours after deposit in the United States mail, postage prepaid,
and sent certified or registered mail, return receipt requested,
correctly addressed to the addresses of the parties indicated below
or at such other address as such party shall in writing have advised
the other party.
If to Auction:
Auctionomics, Inc.
c/x Xxxxx Xxxxxxxx Entertainment, Inc.
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx, Chief Executive Officer
Facsimile No.: (000) 000-0000
With a copy to:
The Law Offices of M. Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to Consultant:
WLTC, LLC
00000 Xxxxxxx Xxxxxxxxx, Xxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
8. ASSIGNMENT
This contract shall inure to the benefit of the parties
hereto, their heirs, administrators and successors in interest.
This Agreement shall not be assignable by either party hereto
without the prior written consent of the other.
9. CHOICE OF LAW AND VENUE
This Agreement and the rights of the parties hereunder shall
be governed by and construed in accordance with the laws of the
State of California including all matters of construction, validity,
performance, and enforcement and without giving effect to the
principles of conflict of laws. Any action brought by any party
hereto shall be brought within the State of California, County of
Orange.
10. NONDISCLOSURE
Each party hereto agrees to keep the terms of this Agreement
and the transactions contemplated hereby as confidential and shall
not disclose such information to any third party, other than
professional advisors utilized to negotiate and consummate the
transactions contemplated hereby. The parties hereto agree that in
the event there is a breach of the foregoing confidentiality
provision, the damage to the parties hereto would be difficult to
estimate and as a result, in the event of such a breach, the
non-breaching party, in addition to any and all other remedies
allowed by law, would be entitled to injunctive relief enjoining the
actions of the breaching party.
11. SEVERABILITY
If any provision of this Agreement is unenforceable, invalid,
or violates applicable law, such provision, or unenforceable portion
of such provision, shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.
12. CAPTIONS
The captions in this Agreement are inserted only as a matter
of convenience and for reference and shall not be deemed to define,
limit, enlarge, or describe the scope of this Agreement or the
relationship of the parties, and shall not affect this Agreement or
the construction of any provisions herein.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
14. MODIFICATION
No change, modification, addition, or amendment to this
Agreement shall be valid unless in writing and signed by all parties
hereto.
15. ATTORNEYS FEES
Except as otherwise provided herein, if a dispute should
arise between the parties including, but not limited to arbitration,
the prevailing party shall be reimbursed by the non-prevailing party
for all reasonable expenses incurred in resolving such dispute,
including reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the Effective Date.
"Auction" "Consultant"
Auctionomics, Inc. WLTC, LLC
a Nevada corporation a California Limited
Liability Company
/s/Xxx Xxxxxxxx /s/Xxxxxx X. Xxxxxx
By: Xxx Xxxxxxxx By: Xxxxxx X. Xxxxxx
Its: Secretary, Director Its:
