EXHIBIT 10.11
AGREEMENT FOR CONSULTING SERVICES
THIS CONSULTING AGREEMENT is entered into and effective as of OCTOBER
5, 2000 by and between XXXX XXXXXXX referred to as the "Consultant" whose
address is X.X. Xxx 000, Xxxxxx 00000, Xxxxxx, and INCUBATE THIS!, a Colorado
Corporation referred to as the "Company" having an agent office at 000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000.
Whereas, the Company desires to engage the services of Consultant to
provide consulting services related to the identification, engagement,
introduction, and facilitation of potential acquisition and investment
opportunities for the Company;
Whereas, Consultant desires to perform such services on behalf of the
Company; and
Whereas, the parties desire to set forth the terms and conditions of
such consulting arrangement:
Now therefore, in consideration of the mutual promises contained herein and
intending to be legally bound hereby, the parties agree as follows:
1. Retain CONSULTANT as representative for the identification,
engagement, introduction, and facilitation of potential investment opportunities
of privately and publicly held companies. Incubate hereby retains CONSULTANT to
serve as a representative for herein said services during the term of this
contract.
2. Duties. CONSULTANT shall perform those functions generally
performed by persons of such title and position, shall perform any and all
related duties and shall have any and all powers as may be prescribed by Company
management, and shall be available to confer and consult with and advise the
officers and directors of Incubate at such times that may be required by
Incubate.
3. Expenses. CONSULTANT shall submit to Incubate reasonably
detailed receipts with respect thereto which substantiate XXXXXXX'x expenses,
including telephone and press release expenses, and Incubate shall reimburse
XXXXXXX for all reasonable documented expenses.
4. Termination: Notwithstanding the foregoing, this Agreement may
be terminated by the Company:
a. Termination by Incubate
(i) Incubate may terminate this Agreement immediately for
Cause. For purposes hereof, "Cause" shall mean (A) the conviction of CONSULTANT
for the commission of a felony against the Incubate; and/or (B) the habitual
abuse of alcohol or controlled substances. In no event shall alleged
incompetence of CONSULTANT in the performance of CONSULTANT's duties be deemed
grounds for termination for Cause.
(ii) This agreement automatically shall terminate upon the
death of CONSULTANT, except that CONSULTANT's estate shall be entitled to
receive any amount accrued under Section 3 for the period prior to CONSULTANT's
death and any other amount to which CONSULTANT was entitled of the time at his
death.
5. Secrecy. At no time shall CONSULTANT disclose to anyone any
confidential or secret information (not already constituting information
available to the public) concerning (a) internal affairs or proprietary business
operations of Incubate or its affiliates or (b) any trade secrets, new product
developments, patents, programs or programming, especially unique processes or
methods.
6. Indemnification: Company shall indemnify Consultant against
all losses, damages, or expenses (including reasonable attorney's fees and
costs) caused by any actions by the Company.
7. Compensation: The Consultant in consideration of the services
to be provided pursuant to this Agreement, shall be paid:
(a) Issued 100,000 restricted common shares in accordance
to Section 7(i). The shares shall be deemed fully vested upon issuance as
outlined in section 7(i).
(i) Issuance of Shares: Subject to Section 4, the shares shall be released
to the Consultant in accordance with the following schedule:
No. Shares Consultant Issuance Date
--------------------------------------------------------------------------------
1. 100,000 XXXX XXXXXXX OCTOBER 10, 2000
-- ------- ------------ ----------------
8. Arbitration. Any controversies between INCUBATE THIS and
CONSULTANT involving the construction or application of any of the terms,
provisions or conditions of this Agreement shall on the written request of
either party served on the other be submitted to arbitration. Such arbitration
shall comply with and be governed by the rules of the American Arbitration
Association. An arbitration demand must be made within one (1) year of the date
on which the party demanding arbitration first had notice of the existence of
the claim to be arbitrated, or the right to arbitration along with such claim
shall be considered to have been waived. An arbitrator shall be selected
according to the procedures of the American Arbitration Association. The cost of
arbitration shall be borne by the losing party unless the arbitrator shall
determine otherwise. The arbitrator shall have no authority to add to, subtract
from or otherwise modify the provisions of this Agreement, or to award punitive
damages to either party.
9. Attorneys' Fees and Costs. If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
10. Cooperation of Parties: The parties further agree that they
will do all things reasonably necessary to accomplish and facilitate the purpose
of this Agreement and that they will sign and execute any and all documents
necessary to bring about and perfect the purposes of this Agreement;
11. Interpretation of Agreement: The parties agree that should any
provision of the Agreement be found to be ambiguous shall not be resolved by
construing such provisions or any part of or the entire Agreement in favor of or
against any party herein, but rather by construing the terms of this Agreement
fairly and reasonable in accordance with their generally accepted meaning.
12. Modification of Agreement:This Agreement may be amended or
modified in any way at any time by an instrument in writing stating the manner
in which it is amended or modified and signed by each of the parties hereto. Any
such writing amending or modifying this Agreement shall be attached to and kept
with this Agreement.
13. Assignment: No party to this Agreement may assign this
Agreement or its rights or obligations herein without the written consent of the
other party.
14. Waiver: No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
15. Governing Law. This Agreement and all the amendments hereof,
and waivers and consents with respect thereto shall be governed by the internal
laws of the State of Florida, without regard to the conflicts of laws principles
thereof.
16. Notices. All notices, responses, demands or other
communications under this Agreement shall be in writing and shall be deemed to
have been given when
(a). delivered by hand;
(b). sent be telex or telefax, (with receipt confirmed),
provided that a copy is mailed by registered or certified mail, return receipt
requested; or
(c). received by the addressee as sent by express delivery
service (receipt requested) in each case to the appropriate addresses, telex
numbers and telefax numbers as the party may designate to itself by notice to
the other parties:
(i) if to Incubate: INCUBATE THIS! INC. Copy to: Xxxxxx X. Xxxxxxxx, Esq.
Attn: Xxxxxxx Xxxxxxxxx Mintmire & Associates
000 Xxxxxxx Xxxxxx, Xxxxx 000 000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000 Xxxx Xxxxx, XX 00000
Telefax: (000) 000 0000 Telefax: (000) 000-0000
Telephone:(000) 000-0000 Telephone: (000) 000-0000
(ii) if to XXXXXXX: XXXX XXXXXXX
17. Entire Agreement: This Agreement constitutes the entire
Agreement and understanding of the parties hereto with respect to the matters
herein set forth, and all prior negotiations, writings and understandings
relating to the subject matter of this Agreement are merged herein and are
superseded and canceled by this Agreement.
18. Counterparts: This Agreement may be signed in one or more
counterparts.
DATED: INCUBATE THIS!
BY: ________________________________
"COMPANY" PRESIDENT & CEO
DATED: XXXX XXXXXXX
BY: ________________________________
"CONSULTANT"
