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EXHIBIT 10.5(b)
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), is entered into this 10th day of
January, 2000 (the "Execution Day"), by and between XxxxxXxxxx.xxx, inc.
(Hereinafter referred to as "the Company") and Xxxxx Consulting, Inc.
WHEREAS, Xxxxx Consulting Inc. is experienced with financial, operational
and marketing expertise in high technology and Internet related businesses;
WHEREAS, the Company requires immediate additional senior executive
expertise and experience to assist it in strategic planning and operational
initiatives, and in connection therewith, the Company desires to engage Xxxxx
Consulting Inc to provide the services of such management.
WHEREAS, Xxxxx Consulting Inc agrees to accept such assignments and to
provide the Company with the Consulting Services described herein pursuant to
the terms and conditions set forth in this Agreement for a period of one year
from the date hereof, or such shorter period as provided herein; and
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, the Company and Xxxxx Consulting Inc agree as follows:
1. DEFINITIONS. As used in this Agreement, the following capitalized
terms shall have the following meanings, unless otherwise expressly provided or
unless the context otherwise requires.
"Cause" means, except as otherwise contemplated by Sections 5(a) or
5(c) below, the involuntary termination of the Agreement by the Company by
reason of:
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(i) The material breach by Xxxxx Consulting Inc of the terms and
conditions of this Agreement;
(ii) The willful or habitual failure by Xxxxx Consulting Inc to
perform requested duties commensurate with their duties pursuant to the terms
of this Agreement (the "Breach"); or
(iii) The willful engaging by Xxxxx Consulting Inc in misconduct
materially injurious to the Company.
2. CONSULTING SERVICES. Subject to the restrictions and limitations set
forth below, during the "Term", as hereinafter defined, of this Agreement,
Xxxxx Consulting Inc and the Company hereby agree:
(a) Xxxxx Consulting Inc shall make Xxxxxx Xxxxx available to the
Company to serve as the Acting Chief Executive Officer of the Company (the
"Acting CEO"). Xxxxxx Xxxxx will report to and be supervised by the Board of
Directors of the Company as requested concerning the Company's strategic
direction and initiatives. Xxxxxx Xxxxx shall be responsible for developing and
fostering shared goals and strategies amongst the Company, including shared
accountability with other management members for the Company's overall
financial results. Xxxxxx Xxxxx shall also be responsible for assisting the
Company in recruiting and developing executives.
(b) Xxxxx Consulting Inc shall make Xxxxxxx Xx available to the
Company to serve as a Financial Consultant of the Company. Xxxxxxx Xx will
report to the Acting CEO and to board of Directors of the Company as requested
concerning the Company's strategic direction, financial condition and related
matters. Xxxxxxx Xx shall be responsible for developing and fostering shared
goals and strategies amongst the Company shared accountability with other
management members for the Company's overall financial results. Xxxxxxx Xx
shall also be responsible for assisting the Company in recruiting and
developing executives.
(c) Xxxxx Consulting Inc shall make available Xxxxxxxx Xxxxxxxxxxx
for a period to the Company to serve as the Vice President - Human Resources of
the Company. Xxxxxxxx
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Xxxxxxxxxxx will report to the Acting CEO concerning the Company's strategic
direction and Human Resources initiatives.
(d) Subject to any services rendered by Xxxxx Consulting Inc or
any of the individuals identified above, Xxxxx Consulting Inc shall make the
individuals identified above available to render their services to the Company
in the capacities specified above on a substantially full-time basis. The
consulting services rendered by Xxxxx Consulting Inc as set forth in Sections
2(a), 2(b) and 2(c) above shall hereinafter be defined as the "Consulting
Services."
(e) Xxxxx Consulting Inc. shall at all times be, act, function,
and perform all services and responsibilities as an independent contractor. It
is further mutually understood and agreed that no work, act, commission or
omission of any act by Xxxxx Consulting Inc. or the Company pursuant to the
terms of this Agreement shall be construed to make or render Xxxxx Consulting
Inc or any employees of Xxxxx Consulting Inc employees of the Company. Xxxxx
Consulting Inc shall be fully responsible for their own debts and obligations.
(f) Subject to the overall supervision of the Company's Board of
Directors and except as otherwise provided in this Agreement, the Company
shall have no right or authority to direct or control Xxxxx Consulting Inc
with respect to the actual performance of the Consulting Services. The Company
is only interested in the results obtained by Xxxxx Consulting Inc with respect
to the Consulting Services. The manner and methods utilized by Xxxxx Consulting
Inc in performing the Consulting Services and achieving the desired result on
behalf of the Company shall be under the exclusive control of Xxxxx Consulting
Inc within the boundaries and direction of the company's board.
3. Compensation.
(a) Xxxxx Consulting Inc shall be compensated for its services
under this Agreement pursuant to Schedule 3(a) hereto, which is incorporated
herein and made a part hereof by this reference.
(b) Except as expressly set forth in this Section 3 or
elsewhere in this Agreement, Xxxxx Consulting Inc shall not be entitled to
receive any other compensation or benefits from
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the Company as a result of the performance of Xxxxx Consulting Inc's consulting
services hereunder, including but not limited to participation in the Company's
life, health and disability insurance plans, profit sharing, pension or 401(k)
bonus plans or any other plans or programs currently or which in the future
may become available to the Company's officers or employees, in such
capacities. Xxxxx Consulting Inc's consultants may, however, be eligible to
participate a company share option scheme, if introduced by the Company and if
such consultants meet the qualifications for participation established by the
Company, it being understood that nothing herein shall obligate the Company to
establish or maintain any such plan, scheme or arrangement.
Expenses. The Company shall promptly reimburse Xxxxx Consulting Inc for
all reasonable out of pocket expenses incurred by Xxxxx Consulting Inc in the
performing their duties. The obligation of the Company to reimburse Xxxxx
Consulting Inc for any expenses shall be subject to the confirmation that such
expenses were incurred in connection with the performance of Consulting
Services, and only upon receipt from Xxxxx Consulting Inc of vouchers, receipts
or other reasonable substantiation of such expenses. The Company shall not be
obligated to reimburse any expenses which were not approved in advance by the
Company.
5. Retainer. Within ____ days of the execution of this
Agreement, the Company shall pay to Xxxxx Consulting Inc a
retainer (the "Retainer") in the amount of One Hundred
Thousand Dollars ($100,000). The parties agree that the
Retainer is a deposit for payment of a portion of the fees
and costs to be incurred pursuant to this Agreement, and may
be applied only upon the Company's approval of an invoice
provided by Xxxxx Consulting Inc describing the work
performed and the approved expenses incurred. Except to the
extent any fees or costs are incurred and approved, the
Retainer is a refundable deposit which shall be returned
immediately upon the Company's request. Upon the termination
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of this Agreement, any final charges will be applied against the
Retainer and the balance of the Retainer, if any, will be refunded.
6. TERM OF AGREEMENT. THE TERM OF THIS AGREEMENT SHALL COMMENCE AS OF
THE DATE HEREOF AND, UNLESS EARLIER TERMINATED AS HEREIN PROVIDED,
SHALL CONTINUE FOR A PERIOD OF ONE YEAR FROM THE DATE HEREOF. This
Agreement shall be terminated prior to the expiration of one year
from the date hereof only in the event of the occurrence of any one
of the following circumstances:
(b) The death of Xxxxx;
(c) The Company terminates this Agreement for Cause; or
(c) Upon no less than sixty (60) days prior written notice,
pursuant to section 12(k) below by the Company or Xxxxx
Consulting Inc.
For the purposes of this Agreement, the "Term" hereof shall be the period from
the date hereof through the expiration of the Term or such other shorter period
in the event the Agreement is terminated sooner pursuant to Sections 5(a)
through 5(c) above.
7. Compensation Upon Termination.
(a) In the event this Agreement is terminated pursuant to
Sections 6(a) through 6(c) hereof, the Company shall be obligated to pay or
provide to Xxxxx Consulting Inc. under this Agreement the following and only the
following: (1) any unpaid Consulting Fee through the date of termination and
(2) payment for any un-reimbursed expenses through the termination date.
(b) In addition to the foregoing payments, if this
Agreement is terminated by the Company pursuant to Section 6(c) above, the
Company shall pay to Xxxxx Consulting Inc. the sum equal to two months
consulting fees based on the rate of usage during the thirty (30) days prior to
termination.
8. Non-Competition, Ownership and Protection of Confidential
Information.
(a) During the Term of this Agreement and for twelve (12)
months thereafter, Xxxxxx Xxxxx shall NOT (i) serve as an employee, officer,
director, advisor, partner, trustee or purchase an amount in excess of five
percent (5%) of any corporation,
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partnership, joint venture, limited liability company or other business or
enterprise which competes directly or indirectly with the Company or any of
its subsidiaries, affiliates or business ventures in the United States of
America, the United Kingdom or the Commonwealth of Australia (hereinafter,
collectively "Competitors") or (ii) solicit orders or business from any
corporation, partnership, joint venture, limited liability company or other
business or enterprise which was a customer of the Company or any of its
subsidiaries, affiliates or business ventures during the twelve (12) months
immediately proceeding the termination of this Agreement without written
company approval.
(b) As between the Company, on the one hand, and Xxxxx Consulting Inc
the other hand, each project, production and all material pertaining to
hereunder, all material acquired or developed by the Company, all material of
any nature whatsoever created, written, composed, prepared, supervised,
submitted or interpolated, and all results, products and proceeds thereof, are
and automatically shall become the sole and exclusive property of the Company
(including, but not limited to, all original ideas in connection therewith) as
works-made-for-hire by Xxxxx Consulting Inc within the course and scope of
Xxxxx Consulting Inc services for the Company hereunder. As between the
Company, on the one hand, and Xxxxx Consulting Inc on the other hand, Company
shall have the sole and exclusive right in perpetuity, throughout the universe,
in its sole and absolute discretion, to sell, use, license and otherwise
exploit each such project, production, material and results, products and
proceeds, or any portion or element thereof, without any obligation or
liability to Xxxxx Consulting Inc of any kind or nature whatsoever, by any
means, method or medium, whether now known or hereafter devised. All of the
results, products and proceeds of Xxxxx Consulting Inc services hereunder
(including, but not limited to, all material of any nature whatsoever created,
written, composed, prepared, supervised, submitted or interpolated by Xxxxx
Consulting Inc) is the sole and exclusive property of Company and Company
shall, solely for this purpose, be the author thereof as Xxxxx'x
employer-for-hire. All rights granted or agreed to be granted to
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Company hereunder shall vest in Company immediately and shall remain perpetually
vested in Company, its successors or assigns, whether this Agreement expires in
its normal course or is terminated for any reason whatsoever. If the Company at
any time desires to secure separate assignments with respect to any of the
foregoing, Xxxxx Consulting Inc shall, and shall, duly execute, acknowledge and
deliver the same upon the Company's request therefore; it being expressly
agreed, however, that all rights granted or agreed to be granted to the Company
shall vest in the Company whether or not any such separate assignment is
requested by Company or executed and delivered by Xxxxx Consulting Inc. Xxxxx
Consulting Inc shall not, and concurrent agree not permit Xxxxx to, transfer or
purport to transfer any right, title, privilege or interests in or to any of the
results, products or proceeds of Xxxxx services hereunder, or any of the
Company's rights or property, to any other person or authorize or willingly
permit any person to infringe in any way upon any of the Company's rights or
property. Xxxxx Consulting Inc covenants and agrees that it will NOT at any
time during or after the Term of this Agreement reveal, divulge or make known
to any person, firm or corporation any information, knowledge or data of a
proprietary nature relating to the business of the Company or any of its
affiliates which is not or has not become generally known or public. Xxxxx
Consulting Inc shall hold, in a fiduciary capacity, for the benefit of the
Company, all information, knowledge or data of a proprietary nature, relating
to or concerned with, the operations, customers, developments, sales, business
and affairs of the Company and its affiliates which is not generally known to
the public and which is or was obtained by Xxxxx Consultant Inc during the Term
of this Agreement. Xxxxx Consulting Inc recognize and acknowledges that all
such information, knowledge or data is a valuable and unique asset of the
Company and accordingly will not discuss or divulge any such information,
knowledge or data to any person, firm, partnership, corporation or organization
other than to the Company, its affiliates, designees, assignees or successors
or except as may otherwise be required by the
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law, as ordered by a court or other governmental body of competent
jurisdiction, or in connection with the business and affairs of the
Company.
9. XXXXX CONSULTING INC'S REPRESENTATION, WARRANTIES AND FURTHER
AGREEMENTS. Xxxxx Consulting Inc hereby represents and warrants to, and
further agrees with, the Company as follows:
(a) Xxxxx Consulting Inc is a duly organized, validly existing corporation
in good standing in the State of New York and each other state where the
conduct of its business requires such qualification; Xxxxx Consulting Inc
is free to enter into this Agreement, and neither entering into this
Agreement nor performing any act or obligation hereunder shall constitute a
breach or default under any agreement or understanding to which Xxxxx
Consulting Inc. is a party or by which it or its property is bound.
(b) Xxxxx Consulting Inc is a bona fide corporate business entity
established for a valid business purpose within the meaning of the tax laws
of the United States.
(c) Xxxxx Consulting Inc covenants and agrees to make all required
"Governmental Payments", as hereinafter defined, in a timely manner which
arise out of or which may become due as a result of Xxxxx Consulting Inc's
rendering Consulting Services under this Agreement. For the purposes of
this Agreement "Governmental Payments" shall be defined as any and all
payments required to be made on behalf of either Xxxxx Consulting Inc to a
Federal, state or local taxing authority or governmental agency arising out
of or resulting from this Agreement or the rendering of the Consulting
Services hereunder, including but not limited to withholding for state or
Federal income, disability or social security taxes and workers
compensation.
(d) Xxxxx Consulting Inc further acknowledges and agrees that the
foregoing covenants, representations and warranties will be relied upon by
the Company for the purpose of determining whether or not it is necessary
for the Company to make Governmental Payments
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and Xxxxx Consulting Inc agrees that if any Governmental Payments are not
made, and if thereafter it is determined that such Governmental Payments
were legally required by the Company, Xxxxx Consulting Inc shall indemnify,
defend and hold the Company, and each of the Company's officers,
shareholders, directors, members, and other representatives, harmless from
and against any and all claims, liabilities, judgments, lawsuits, damages,
costs and expenses with respect to such unpaid Governmental Payments,
including, but not limited to, any penalties, interest and reasonable
attorneys' fees and costs in the defense and disposition of any such matter
relating thereto.
(e) Xxxxx Consulting Inc is not subject to any obligation or
disability which will or might prevent or interfere with the full
completion and performance by Xxxxx Consulting Inc of all the obligations
and conditions to be kept or performed by Xxxxx Consulting Inc hereunder.
Xxxxx Consulting Inc has not made and will not make any grant or assignment
which will or might conflict with or impair the complete enjoyment of the
rights and privileges granted to the Company hereunder, and Xxxxx
Consulting Inc shall discharge all obligations imposed on employers
including, without limitation, the payment of taxes and the making of all
payments required to be made under any applicable collective bargaining
agreement by reason of Xxxxx Consulting Inc's services rendered pursuant
hereto.
(d) If Xxxxx Consulting Inc should be dissolved, or should otherwise
cease to exist, or for any reason whatsoever should fail, be unable,
neglect, or refuse to perform, observe or comply with the terms, covenants
and conditions of this Agreement, the Company in its sole discretion, may
terminate this Agreement for "cause".
10. Indemnities.
(a) Xxxxx Consulting Inc shall defend, indemnify and hold the Company
and its "affiliates" (as such term is defined under the Securities Exchange
Act of 1934, as amended) harmless, from and against any liabilities,
losses, claims, demands, costs (including, without limitation, reasonable
attorneys' fees) and expenses arising out
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of any act or omission by Xxxxx Consulting, Inc or any of its
employees or representatives.
(b) The Company shall indemnify Xxxxx Consulting Inc, during and
after the Term of this Agreement, to the fullest extent provided for in the
Company's Articles of Incorporation or Bylaws, as in effect, or as may
thereafter be amended, modified or revised from time to time (collectively,
"Company's Articles"), or permitted under the law of New York or such other
state in which the Company may hereafter be domiciled, against any and all
costs, claims, judgments, fines, settlements, liabilities, and fees or
expenses (including, without limitation, reasonable attorney's fees)
incurred in connection with any proceedings (including, without limitation,
threatened actions, suits or investigations) brought by party or parties
other than Xxxxx Consulting Inc or successors or assignees arising out of
or relating to Xxxxx Consulting Inc's actions or inactions or the
Consulting Services performed by Xxxxx Consulting Inc or any counterclaims
brought in defense of an otherwise indemnifiable action at any time during
the Term of this Agreement. The indemnification contemplated under this
Section 9(b) shall be provided to Xxxxx Consulting Inc unless, at the time
indemnification is sought, such indemnification would be prohibited under
the law of New York or of the state in which the Company may then be
domiciled; and the Company may rely on the advice of its counsel in
determining whether indemnification is so prohibited.
11. Arbitration. Any and all disputes arising out of or relating to this
Agreement, including the termination of this Agreement, any claim for unlawful
retaliation, wrongful termination of employment, violation of public policy or
unlawful discrimination or harassment because of race, color, sex, national
origin, religion, age, physical or mental disability or condition, marital
status, sexual orientation or other legally protected characteristic shall be
resolved by final and binding arbitration before a single arbitrator. EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION, THE PARTIES AGREE THAT IF A DISPUTE OR
CLAIM OF ANY KIND ARISES BETWEEN THEM, THEY AGREE TO WAIVE ANY RIGHTS EACH MAY
HAVE TO A JURY OR COURT TRIAL.
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Any party hereto electing to commence an action shall give written notice
to the other parties hereto of such election. The arbitrator shall be limited
to an award of monetary damages, shall not be entitled to award punitive
damages and shall conduct the arbitration in accordance with the New York Rules
of Evidence. The dispute shall be settled by arbitration to take place in New
York county, in accordance with the then rules of the American Arbitration
Association or its successor. The award of such arbitrator may be confirmed or
enforced in any court of competent jurisdiction. The costs and expenses of the
arbitrator including the attorney's fees and costs of each of the parties shall
be apportioned between the parties by such arbitrator based upon such
arbitrator's determination of the merits of their respective positions. Nothing
contained in this Section shall in any way be construed to modify, expand or
otherwise alter the rights and obligations of the Company and Xxxxx Consulting
Inc contained elsewhere in this Agreement.
12. Equitable Remedies. In the event of a breach of threatened breach by
Xxxxx Consulting Inc of any of its obligations under this Agreement, Xxxxx
Consulting Inc acknowledges that the Company may not have an adequate remedy at
law and therefore it is mutually agreed between Xxxxx Consulting Inc and the
Company that in addition to any other remedies at law or in equity which the
Company may have, the Company shall be entitled to seek in a court of law
and/or equity a temporary and/or permanent injunction restraining Xxxxx
Consulting Inc from any continuing violation or breach of this Agreement.
4. General Provisions.
(a) Nothing contained herein shall constitute a partnership
between, or joint venture by, the parties hereto or constitute either party the
agent of the other. Neither party shall hold itself out contrary to the terms of
this subsection, nor neither party shall become liable for the representation,
act or omission of the other contrary to the provisions hereof. This Agreement
is not for the benefit of any third party and shall not be deemed to grant any
right or remedy to any third party whether referred to herein or not. Nothing
contained in this Agreement shall be construed so as to require the commission
of any act contrary to law, and wherever there is any conflict between any
provision(s) of this Agreement and any material statute, law, ordinance, order
or regulation contrary to which the parties
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hereto have no legal right to contract, the latter shall prevail; provided,
however, that in such event the provision(s) of this Agreement so affected shall
be curtailed and limited only to the extent necessary to permit compliance with
the minimum legal requirement, and no other provisions of this Agreement shall
be affected thereby, and all such other provisions shall continue in full force
and effect.
(b) Xxxxx Consulting Inc acknowledges that the Company has advised Xxxxx
Consulting Inc to seek the advice of counsel in connection with Xxxxx Consulting
Inc's rights with respect to this Agreement. In connection with the foregoing,
Xxxxx Consulting Inc and the Company acknowledge that its outside counsel, Xxxx
Xxxxxxx Esq connection with the negotiation, documentation and execution of this
Agreement, has represented the Company. Xxxxx Consulting Inc further
acknowledges and agrees that Xxxx Xxxxxxx Esq has represented only the interests
of the Company in connection with this Agreement and has not represented Xxxxx
Consulting Inc.
(c) Neither Xxxxx Consulting Inc nor its employees are employees of or by
the Company with respect to the performance of Consulting Services to the
Company during the Term of this Agreement; accordingly, Xxxxx Consulting Inc
shall indemnify the Company against any and all withholding and/or employment
taxes charged against the Company with respect to Xxxxx Consulting Inc's
performance of Consulting Services during the Term of this Agreement.
(d) This Agreement shall be binding upon and inure to the benefit of the
Company and any successor of the Company. This Agreement shall not be terminated
by the voluntary or involuntary dissolution of the Company or by any merger,
reorganization or other transaction in which the Company is not the surviving or
resulting corporation or upon any transfer of all or substantially all of the
assets of Company in the event of any such merger, or transfer of assets. The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the surviving business entity or the business entity to which such
assets shall be transferred in the same manner and to the same extent that the
Company would be required to perform it if no such transaction had taken place.
(e) Except as otherwise provided by law or elsewhere herein, during the
pendency of an act of force majeure, as hereinafter defined, at the Company's
sole discretion, the
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Company may elect to suspend the operation of this Agreement for all or any
part of the pendency of an act of force majeure (the "Suspension"). During any
such Suspension, the Term of this Agreement shall be suspended and the
obligations of the Company to the Xxxxx Consulting Inc, including the accrual
or payment of compensation due Xxxxx Consulting Inc during the period of such
suspension, shall be inoperative. In the event the Suspension is in effect for
a period in excess of thirty (30) days Xxxxx Consulting Inc may elect to
terminate the Agreement by prior written notice to the Company, pursuant to
Section 13(1) below. For the purposes hereof force majeure shall be defined as
any act commonly referred to as force majeure which materially and adversely
affects the Company's business and operations, including but not limited to:
(i) The Company having sustained a material loss, whether
or not insured, by reason of fire, earthquake, flood, epidemic, explosion,
accident, calamity or other act of God;
(ii) Any strike or labor dispute or court or government
action, order or decree;
(iii) A banking moratorium having been declared by federal or
state authorities;
(iv) An outbreak of major armed conflict, blockade, embargo,
or other international hostilities or restraints or orders of civic, civil
defense, or military authorities, or other national or international calamity
having occurred;
(v) Any act of public enemy, riot or civil disturbance or
threat thereof; or
(vi) An injunction, temporary restraining order or other
legal or governmental action, which materially adversely affects the Company's
ongoing business and operations
(f) Neither Xxxxx Consulting Inc nor its representatives
shall have any right, power or authority to accept any order or to assume or
create any obligation, expressed or implied, on behalf of the Company without
prior empowerment by the board.
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(g) Xxxxx Consulting Inc shall furnish and be fully responsible for
all equipment, Tools and instrumentalities that may be necessary for Xxxxx
Consulting Inc to perform the Consulting Services unless prior agreement.
(h) This Agreement may not be modified, altered or amended except by
an instrument in writing signed by the parties hereto.
(i) This Agreement shall be construed in accordance with the laws
of the State of New York except to the extent that any provision of
Section 9 hereof may relate to an interpretation of the corporation laws
of New York or the state in which the Company is domiciled, in which case
such provision shall be construed in accordance with the corporation laws
of that state.
(j) Nothing in the Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability pursuant to court
order to perform its obligations under this Agreement shall not constitute
a breach of this Agreement. If any provision of this Agreement is declared
by a court of competent jurisdiction to be void, invalid or enforceable,
the remainder of this Agreement shall nevertheless remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall, nevertheless, remain in full force and
effect in all other circumstances and shall automatically be deemed to be
replaced by another provision, which is as similar as possible to the
provisions, which are deemed unenforceable, but are valid and enforceable.
(k) Any notice to the Company required or permitted hereunder shall
be given in writing to the Company, either by personal service, facsimile
or, if by mail, by registered or certified mail return receipt requested,
postage prepaid, duly addressed to the Secretary of the Company at its
then principal place of business with a copy to Xxxx Xxxxxxx Esq. 00 Xxxxx
Xxxxxx Xxxxxxxx XX 00000. Any such notice to Xxxxx Consulting Inc shall
be given in a like manner, and if mailed shall be addressed to Xxxxx
Consulting Inc at Xxxxx Inc's
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address above or such later address then shown in the files of the Company with
a copy to Xxxxxx Xxxxx 20H 000 00xx Xxxx XX 00000 New York. For the purpose of
determining compliance with any time limit herein, a notice shall be deemed
given on the fifth business day following the postmarked date, if mailed, or
the date of delivery if personally delivered or delivered by facsimile.
(l) A waiver by either party of any term or condition of this
Agreement or any breach thereof, in any one instance, shall not be deemed or
construed to be a waiver of such term or condition or of any subsequent breach
thereof.
(m) The section and subsection headings contained in this
Agreement are solely for convenience and shall not be considered in its
interpretation.
(n) This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.
(o) Xxxxx Consulting Inc agrees that Xxxxxx Xxxxx has carefully
read and fully understands all of the provisions of this Agreement and is
voluntarily entering into this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the day and year first written above.
COMPANY:
StampVille com. Inc.
/s/ XXXXXX XXXXXXX
--------------------------------
XXXXXX XXXXXXX
President
XXXXX CONSULTING, INC.
/s/ XXXXXX XXXXX
---------------------------------
Xxxxxx Xxxxx
President
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Schedule 3(a)
Fee Schedule
Consulting Services shall be compensated on the following basis:
Xxxxxx Xxxxx: $8,166.67 per month
Xxxxxxx Xx: $13,000 per month
Xxxxxxxx Xxxxxxxxxxx: $6,450 per month
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