CONSULTING AGREEMENT
8/24/04 |
Xxx Xxxxxxx |
This Consulting Agreement (Agreement) is made as of March 24, 2004 (Effective Date) between Bluestar Physical Therapy, Inc., (Bluestar) a subsidiary of Tauras Entertainment (the Company), and Xxx Xxxxxxx (the Consultant).
2.2 Title, duties and responsibilities. During the term hereof, the Consultant shall serve as the Company’s Consultant to perform Business Modeling, Strategic Planning, Corporate Development and Financial Market Development. The Consultant shall perform these duties of the Company as established by the Chief Executive Officer, and shall perform such other duties and responsibilities as may be vested in him from time to time.
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As compensation for all services performed by the Consultant under this Agreement and performance of the Consultant’s duties and of the obligations to the Company and its subsidiaries, pursuant to this Agreement or otherwise and subject to Section 4 hereof, the Company agrees to pay Consultant:
3.1 Base Fee. During the term hereof, the Company shall pay the Consultant a initial consulting fee of 12,000 S-8 registered shares in lieu of cash then 9,500 S-8 shares per month beginning April 5 2004 and ending February 5, 2005, payable in accordance with the practices of the Company and subject to increase at any time or from time to time by the Board in its sole discretion. Additionally the Company will make available to Consultant 100,000, 144 shares with piggyback registration rights. Such base consulting fee, as from time to time increased, is hereafter referred to as "Base Fee." The Base Fee payable to the Consultant shall be prorated for any period of less that one full month.
Notwithstanding the provisions of Section 2 hereof, the Consultant’s employment hereunder shall terminate prior to the expiration of the term of this Agreement under the following circumstances:
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4.2 Termination Upon Thirty Days Notice. This Agreement may be canceled by either party, with or without cause, by delivering a Notice of Termination to the non-terminating party only at the conclusion of the first ninety (90) day term. Termination shall be effective on the thirtieth (30th) day after the date of actual receipt of such notice by the non-terminating party.
The provisions of this Section 5 shall apply in the event of termination due to the expiration of the term of this Agreement, termination pursuant to Section 4 or otherwise.
The Consultant agrees that during the term of the Consultant’s engagement hereunder and for a period of twelve (12) months following the date of termination thereof (the "Non-Competition Period"), the Consultant will not, directly or indirectly (a) own, manage, operate, control or participate in any manner in the ownership, management, operation or control of, or be connected as an officer, employee, director, principal, consultant, agent or otherwise with, any business that competes with the Company or any group division or subsidiary of the Company, in the United States or any other geographic area where such Competitive Business is being conducted at the Date of Termination or (b) recruit or otherwise seek to induce any employees of the Company or any of its subsidiaries to terminate their employment or violate any agreement with or duty to the Company of any of its subsidiaries. The Consultant’s consulting or other activities described as Permitted Activities pursuant to Section 2.3 above, shall not be considered participation in an activity which competes with the business of the Company or any group, division or subsidiary of the Company. Further, ownership of not more than five percent of the voting stock of any publicly held corporation shall not, of itself, constitute a violation of this Section 7.
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The Consultant acknowledges that the Consultant has carefully read and considered all the terms and conditions of this Agreement, including without limitation the restraints imposed upon the Consultant pursuant to Sections 6 and 7 hereof. The Consultant agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that the restraints are reasonable as to the definition of Competitive Business and length of time. The Consultant further acknowledges that, were the Consultant to breach any of the covenants or agreements contained in Sections 6 and 7 hereof, the damage to the Company could be irreparable. The Consultant therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Consultant of any of said covenants or agreements. The parties further agree that in the event that any provision of Section 6 or 7 hereof shall be determined by any Court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such a provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
The Consultant hereby represents and warrants that the execution of this Agreement and the performance of the Consultant’s obligations hereunder shall not breach or be in conflict with any other agreement to which or by which the Consultant is a party or is bound and that the Consultant is not now subject to any covenants against competition or similar covenants that would affect the performance of the Consultant’s obligations hereunder. The Consultant will not disclose to or use on behalf of the Company or any of its Affiliates any proprietary information of a third party without such party’s consent.
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8/24/04 |
Xxx Xxxxxxx |
10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Texas without giving effect to any choice or conflict laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
10.7 Consent to Jurisdiction. Each of the Company and the Consultant, by its or the Consultant’s execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of Texas for the purpose of any claim or action arising out of or based upon the Agreement of relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such proceeding brought in the above-named courts is improper, or that this Agreement of the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts or any applicable government agency nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise.
SIGNED to be effective as of the date set forth above.
BlueStar Physical Therapy, Inc., |
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/s/ Xxxxxx Xxxxxxx |
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Xxxxxx Xxxxxxx, President and CEO |
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Consultant: Xxx Xxxxxxx |
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/s/ Xxx Xxxxxxx |
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Xxx Xxxxxxx |
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1820 Xxxxxxxxxx, Xxxxxxx, XX 00000 |
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000-000-0000 |
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