MARKETING CONSULTING AGREEMENT
This consulting agreement is made and entered into as of August 20, 1999, by
and among XXXX-U International, Inc. dba/ ColorMax, a U.S. based corporation
with its principal offices at 00000-X Xxxxxxxx Xxxx, Xxxxxx XX 00000 (The
"Corporation") and Xxxxxxx Xxxxxx reside at 00000 Xxxxxxxx Xxxxxx, #00-X,
Xxxxxxxx, Xxxxxxx 00000 (The "Consultant").
Now, therefore, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree to as
follows:
1. Provision of Services: The consultant shall, to the extent reasonably
required in the conduct of the business of the Corporation, place at the
disposal of the Corporation, Consultant's judgment and experience and, to such
extent and at the prior written request of the Corporation, provide business
development and Medical Marketing services to the Corporation, including
without limitation the following;
(i) The Consultant shall provide through its experience, agents, and
contacts the Corporation with the opportunity for and contact with
the Consultant's Optical Doctors network. The Consultant shall
actively pursue and make contact for and on behalf of the Corporation
(as deemed fit by the Corporation). This service shall be provided
for the duration of the Agreement set forth herein, and/or until the
corporation has reached an appropriate level of market support in the
territory of the United States of America, as agreed by the parties.
(ii) Consultant shall introduce and facilitate contracts with business
networks that are known to consultant for the purpose of providing
Corporation's products to the businesses' employees,
(iii) Consultant shall seek to set appointments for ColorMax management
personnel to meet with the aforementioned entities, in order to
enable discussions promoting ColorMax and its products.
(iv) The Consultant shall use its best efforts in the furnishing of advice
and make available qualified professionals for the performance of
it's obligations under this agreement. To the extent reasonably
practical, Consultant shall use its own personnel rather than outside
professionals.
2. Compensation: The Consultant shall accept free trading Corporation
stock for the consulting services to be provided under this Agreement. This
consideration may be met by the delivery of free trading Corporation stock of
Fifty Thousand (50,000-) unrestricted common stock, at the discretion of the
Corporation to this agreement.
3. Term: This Agreement shall be in effect for 180 days, or until the
completion of all tasks set forth herein by the Consultant from date of
contract execution. The Corporation may at any time, and at it's sole
discretion, terminate this Agreement with a fifteen day written notice to
Consultant.
4. Non-Disclosure and Non-Compete: The Consultant agrees not use any
confidential data disclosed by ColorMax except for its own use or for any
purpose approved by ColorMax in writing. All employees and staffs who shall
engage in ColorMax businesses shall observe such restriction. During the term
of this Agreement, consultant shall not market, sell, lease, promote or
distribute any products which uses similar technologies or functions, and
compete with ColorMax products in the Territory.
5. Liability: Indemnification: The Corporation shall indemnify, save
harmless and defend Consultant and it's officers, employees and agents from
and against any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or on
account of, its activities as a consultant to the Corporation hereunder,
except for any loss, damage, liability, judgment, cost or expense resulting
from willful malfeasance, bad faith or gross negligence in the performance
of the Consultant's duties hereunder.
The Consultant shall indemnity, save harmless and defend the Corporation
and it's officers, directors, employees and agents from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by the Corporation by reason of,
or gross negligence in the performance of the Consultant's duties hereunder.
The Consultant shall at all times be an independent contractor of the
Corporation and except as expressly provided or authorized by this agreement,
shall have no authority to act for or represent the Corporation in any manner
whatsoever.
6. General: This Agreement sets forth the entire agreement and
understanding between the parties with respect to it's subject matter and
supersedes all prior discussions, agreements and understandings of every and
any nature between them with respect thereto. This agreement shall be by and
construed in accordance with the laws of the state of California applicable to
agreements made to be performed entirely within such state.
7. This agreement may be signed in counterparts via facsimile for
expedition of this Agreement only and each such counterpart shall be deemed a
part of this Agreement and to be an original.
8. Endorsements:
For The Corporation:
XXXX-U International, Inc. dba/ColorMax
/s/ X. Xxx Date: August 23, 1999
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X. Xxx, Director
For the Consultant:
/s/ Xxxxxxx Xxxxxx Date: August 24, 1999
-------------------- ---------------------
Xxxxxxx Xxxxxx
[LETTERHEAD OF CONCEPTUA]
August 25, 1999
Xx. Xxxxxxx X. Xxxxxxxxxx
Attorney At Law
000 Xxxx Xxxxx Xxxxx-Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Dear Xx. Xxxxxxxxxx,
After careful consideration of the regulations regarding the issuance of
compensatory shares of Xxxx-U International, Inc., dba "ColorMax Technologies,
Inc.", to be registered on Form S-8 of the Securities and Exchange Commission,
I have outlined the following list of services to be provided under our
"Marketing Consulting Agreement".
1.) Contact and product promotion to 941 opthamologists throughout the
United States with the objective of securing market penetration for
ColorMax lenses;
2.) Introduction of ColorMax personnel and products to a network of
major self-insured businesses with the objective of securing
commercial endorsements and product utilization;
3.) Introduction of ColorMax personnel and products to a network of
Third Party Payers (e.g., insurance companies and managed care
companies) with intent to secure support and payment for ColorMax
products;
4.) Creation and maintenance of a ColorMax website with links to the
business, physician and third party payer networks.
It is my belief that the prohibitions of the S-8 filing are not
applicable to the nature of my Company, Conceptua (a sole proprietorship) or
to the services that will be provided to ColorMax under our agreement.
Feel free to contact me for any additional assistance.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
President, Conceptua, Inc.
[LETTERHEAD OF XXXXXXX X. XXXXXXXXXX, ESQ.]
August 24, 1999
Xx. Xxxxxxx Xxxxxx
00000 Xxxxxxxx Xxxxxx, Xxxxx 00-X
Xxxxxxxx, Xxxxxxx 00000
Re: Issuance of compensatory shares of common stock of
Xxxx-U International, Inc., a Delaware corporation
doing business as "ColorMax Technologies, Inc." (the
"Company"), to Xxxxxxx Xxxxxx, consultant, to be
registered on Form S-8 of the Securities and Exchange
Commission
Dear Xx. Xxxxxx:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a consulting agreement with the Company.
I have prepared a brief Summary of certain recent amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Summary and advise me in writing of the types
of services you are to render, and please facsimile me a copy of this Summary,
with your typed comments (I cannot scan hand written notations for an XXXXX
filing), indicating, if applicable, that these prohibitions do not relate to
you or the services you are to render. If you provide separate hand written
comments, I will be happy to have them typed on this Summary.
I am advised that the Company has recently completed its Annual
Report on Form 10-KSB for the calendar year ended December 31, 1998, and its
Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31,
1999, and June 30, 1999. These Forms must be completed and filed with the
Securities and Exchange Commission before the Company can complete its S-8
filing; once they are filed, the Company has confirmed that it will provide
you with copies, along with a copy of the written consulting agreement
regarding the shares to be issued pursuant to the S-8.
Thank you very much.
Yours very sincerely,
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
cc: Xxxx-U International, Inc.
