Exhibit 4.2
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of August 20, 2001, between USA Dealers Xxxxxxx.xxx, Inc., a
Nevada corporation (the "Company"), and H. Xxxxx Xxxxxxxxxxx
("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide such
services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages
Consultant as an independent contractor and not as an employee,
to render consulting services to the Company as hereinafter
provided and Consultant hereby accepts such engagement for a
period commencing on August 20, 2001 and ending on the 20th day
of August, 2002. Consultant agrees that Consultant will not have
any authority to bind or act on behalf of the Company. Consultant
shall at all times be an independent contractor hereunder, rather
than an agent, coventurer, employee or representative of the
Company. The Company hereby acknowledges and agrees that
Consultant may engage directly or indirectly in other businesses
and ventures and shall not be required to perform any services
under this Agreement when, or for such periods in which, the
rendering of such services shall unduly interfere with such other
businesses and ventures, providing that such undertakings do not
completely preempt Consultant's availability during the term of
this Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical,
pension, bonus or similar employee benefit plans sponsored by the
Company for its employees. Consultant shall report all earnings
under this Agreement in the manner appropriate to its status as
an independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement,
the Company hereby engages the Consultant, and Consultant hereby
accepts the engagement, to provide advice, analysis and
recommendations (the "Services") to the Company with respect to
the following:
A. Identifying prospective strategic partners and strategic
alliances;
B. Due diligence processes and capital structures and filing
issues;
C. Periodic reporting as to developments concerning the
industry which may be relevant or of interest or concern to the
Client or the Client's business;
D. Developing and managing Strategic Planning issues;
E. Providing Project Management services for various projects;
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F. Provide management consulting services including: analyzing
historical operational performance, reviewing operational
performance of the Company on a monthly basis, making
recommendations to enhance the operational efficiency;
G. Consulting on alternatives to enhance operational growth of
the Company.
During the term of this Agreement, Consultant shall render
such consulting services as the Company from time to time
reasonably requests, which services shall include but not be
limited to those rendered by Consultant to Company prior to the
date hereof; provided that:
(a) To the extent practicable such services shall be furnished
only at such time and places as are mutually satisfactory to the
Company and Consultant; and
(b) Consultant shall devote as much time as needed in performing
such services and shall not be required to perform any services
hereunder while Consultant is on vacation or suffering from an
illness.
2. Compensation and Expenses. For the Services provided by
the Consultant, the Company (i) shall compensate the Consultant
by delivering to the Consultant, not later than August 20, 2001,
one hundred thousand (100,000) shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as hereinafter
defined). "Freely Tradeable" means shares that may be sold at any
time by the Consultant free of any contractual or other
restriction on transfer and which have been appropriately listed
or registered for such sale on all securities markets on any
shares of the Common Stock are currently so listed or registered;
and (ii) the Company shall be responsible for the payment of the
reasonable out-of-pocket costs and expenses of Consultant
incurred prior to, or on or after the date of this Agreement, in
connection with its engagement under this Agreement, including,
but not limited to, reasonable fees and disbursements of counsel
for Consultant, travel and related expenses, document production
and computer database charges. The Company shall reimburse
Consultant for such costs and expenses as they are incurred,
promptly after receipt of a request for reimbursement from
Consultant.
3. Successors and Assigns. This Agreement is binding upon
and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform the
Services be delegated or transferred by Consultant without the
prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof
and, unless sooner terminated in accordance with the provisions
of Section 6 hereof, shall expire on August 20, 2002. However,
the Agreement may be extended by mutual written consent.
5. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least thirty
(30) days prior written notice specifying the nature of the
breach, if such breach has not been substantially cured within
the thirty (30) day period.
6. Independent Contractor Relationship. Consultant and the
Company are independent contractors and nothing contained in this
Agreement shall be construed to place them in the
relationship of partners, principal and agent, employer/employee
or joint ventures. Neither party shall have the power or right to
bind or obligate the other party, nor shall it hold itself out as
having such authority.
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7. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court costs and
expenses resulting or arising from any third-party claims,
actions, proceedings, investigations, or litigation relating to
or arising from or in connection with this Agreement, or any act
or omission by Company.
8. Notice. For the purpose of this Agreement, notices and
all other communications provided for herein shall be in writing
and shall be deemed to have been duly given (i) when delivered,
if personally delivered, (ii) when sent by facsimile
transmission, when receipt therefore has been duly received, or
(iii) when mailed by United States registered mail, return
receipt requested, postage prepaid, or by recognized overnight
courier, addressed set forth in the preamble to this Agreement or
to such other address as any party may have furnished to the
other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by authorized
officers of each party. No waiver by either party hereto of, or
compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement
shall be governed by the internal laws of the State of Nevada.
Any controversy arising under or in relation to this Agreement
shall be settled by binding arbitration in Las Vegas, Nevada in
accordance with the laws of the State of Nevada and the rules of
the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
11. Severability. If in any jurisdiction, any provision of
this Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as
to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without
affecting the validity or enforceability of such provision in any
other jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
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IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
Signature of Contractor
Name: Xxxxx Xxxxxxxxxxx
Address: 0000 Xx Xxxxxx Xxxx, #000
Xxxxxxxx, Xxxxxxxxxx 00000
Signature: /s/ Xxxxx Xxxxxxxxxxx
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Signature of Company
Name: USA Dealers Xxxxxxx.xxx, Inc.
Address: 0000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxxx 00000
Signature: /s/ Al Tamasebi
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