Exhibit 10.23
CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is to be effective as of the 18th day of
November, 2002, by and between SLS International, Inc. (Company) with offices
located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX., 00000 and Atlantic
Services Ltda. ("Consultant"), having offices located at Apdo 695-1007, Xxxxxxx
Xxxxx, San Xxxx, Costa Rica.
For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF ATLANTIC SERVICES LTDA Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a management
consultant, and advisor.
2. DUTIES; Consultant shall provide the Company with the service of business
development to indentify and introduce companies/Individuals that may be
potential agents, partners, distributors, spokespeople, and/or investors.
Additionally Consultant shall support in the implementation of a marketing
program to assist Company in broadening the markets and promote the image of
Company and its business and services. Consultant will be available Monday
through Friday from 8:00 a.m. - 4:00 p.m. Eastern Standard Time and will commit
as much time as necessary to assure the successful completion of all approved
projects. Company understands and acknowledges that Consultant is not a broker
dealer. The services provided by Consultant are not in connection with the offer
or sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the registrant's securities.
A. TERM. The term ("Term") of this Consulting Agreement shall be for a
period of 8 months commencing on the date hereof and shall continue on
a month-to-month basis until terminated by Company or Consultant with a
written notice of thirty (30) days.
B. COMPENSATION. Whereas the company agrees to compensate consultant
with shares of SLS International stock as follows: 300,000 shares of
restricted reg 144 D common stock.
3. CONFIDENTIALITY. Consultant will not disclose to any other person, firm, or
corporation, nor use for its own benefit, during or after the Term of this
consulting Agreement, any trade secrets or other information designated as
confidential by Company, or obviously confidential or proprietary by its nature,
which is acquired by Consultant in the course of performing services hereunder.
Any financial advice rendered by Consultant pursuant to this Consultant
Agreement may not be disclosed in any manner without the prior written approval
of Company.
Company, its agents, or assigns hereby agree expressly that they directly or
indirectly, for itself, or through its representatives, agents, employees or
affiliates will not pursue a transaction with any introduced party acknowledged
by the Company or an Agent of Consultant, financing or collateral sources,
restructures, registered or non-registered stock transactions, or security
structures, independent of Consultant, unless Company has a written commitment
with such a party prior to the introduction by Consultant.
4. INDEMNIFICATION. Both parties, their agents or assigns hereby agree to
indemnify and hold from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorney's fees, collectively the
"Liabilities"), joint and several, arising from the performance of this
Consulting Agreement. This indemnity shall not apply, however, and the Parties
shall indemnify and hold each other, their affiliates, control persons,
officers, employees and agents harmless from and against all liabilities, where
a court of competent jurisdiction has made a final determination that either
party engaged in gross recklessness or willful misconduct in the performance of
its sevices hereunder, which have rise to the loss, claim, damage, liability,
cost or expense sought to be recovered hereunder.
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5. INDEPENDENT CONTRACTOR. Consultant and Company herby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself out,
as, nor shall it take any action from which others might infer that it is an
agent or joint venture of Company.
6. TERMINATION FOR CAUSE. The Company reserves the right to terminate this
agreement, if Consultant willfully breaches or habitually neglects his
consulting duties which he is asked to perform under the terms of this
agreement. Notice must be given in writing of any braches with a 10 day cure
period before any termination can take effect.
a. In the event of termination for cause than any balance due under
this agreement shall become null and void.
b. Consultant may terminate its obligations under this agreement by
giving the Company at least 30 days (thirty) written notice in advance.
In the event the consultant terminates this agreement then any balance
due under this agreement shall become null and void.
c. Any controversy between the parties involving the construction or
application of any terms, Provisions , or conditions of this agreement,
shall on the written request of either party served on the other, be
submitted to mediation before a neutral third party. The parties shall
share the cost of mediation jointly.
7. PARTIAL INVALIDITY. If any part of this agreement shall be determined by a
court or mediator to be invalid, the remainder hereof shall be construed as if
the invalid portion has been omitted.
8. WAIVER. No waiver of any of the provisions of this agreement shall be deemed
or shall Constitute a waiver of any other provision, whether or not similar, nor
shall any waivers Constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
9. LAW GOVERNING AGREEMENT. This agreement shall be governed by and construed in
Accordance with the laws of the country of Costa Rica.
10. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless Otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the United
States Postal Service by (a) advance copy by fax, (b) mailing by express courier
or registered or certified mail with postage and fees prepaid, addressed to each
of the other Parties thereunto entitled at the following addressee, or at such
other addresses as a Party may designate by ten days advance written to each of
the other Parties hereto:
Company: SLS Loudspeakers, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Consultant: Atlantic Services LTDA
Apdo 000-0000
Xxxxxxx Xxxxx
Xxx Xxxx
Xxxxx Xxxx
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11. ENTIRE AGREEMENT. This agreement sets forth the entire understanding of the
Parties Relating to the subject matter hereof and supercedes and cancels any
prior communications, understandings, and agreements between the Parties.
With my signature below, I affirm that I am the legally authorized signatory for
this transaction, empowered by the Company to execute legal agreements. Accepted
and agreed to as of this 2nd day of December 2002.
SLS International, Inc. Atlantic Services, Ltda
/s/Xxxx X. Xxxx, President, CEO /s/ Xxxxxxx Xxx Xxxxxx, President
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