EXHIBIT 10.82
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") made this 2 day of September,
2001, between Floridino's international Holdings, Inc. a Florida corporation,
having its principal place of business at 0000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxxx 00000 (hereinafter referred to as the "Company"), and Delta Asset
Management whose address is 000 Xxx Xxxxxxx Xxxx, Xxxxxxx, XX 00000 (hereafter
referred to as "Consultant") for the furnishing by Consultant of certain
consulting services described herein.
WHEREAS, Company desires to retain Consultant to provide certain
consulting services; and
WHEREAS, Consultant desires to set forth herein the terms and
conditions under which said services shall be furnished;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises here, the parties, intending to be legally bound, agree as follows:
1. TERM OF AGREEMENT. This Agreement is effective as of Sept 02 ,
2001 and will continue in effect until August 30, 2002 (the "Term"). It shall be
renewable for an additional one year term upon the mutual consent of the
parties. The last day of the Term is hereafter defined as the "Termination
Date".
2. CONSULTING SERVICES TO BE PERFORMED. Consultant agrees to
perform the following services, all of which services shall be collectively
referred to hereafter as the "Services", for Company as an independent
contractor, neither as an agent nor employee of the Company, pursuant to the
terms of this Agreement:
a. To render advice to management and perform certain
acts as set forth herein with respect to Company's business, as same relates to
corporate development, organization, mergers and acquisitions and strategic
planning. In this regard, Consultant shall consult with Company, as to those
business matters requested by Company, including but not limited to (i) business
structure and organization, (ii) possible new projects and growth strategies,
(iii) consulting on financing matters and (iv) identifying possible
acquisitions, mergers and/or joint ventures. Consultant shall use its best
efforts to develop Company's business through the combined efforts of Consultant
and Company by providing such Services for the Term hereof.
b. When requested by Company, Consultant shall interface
with and act as a liaison between Company and those individuals and/or firms
providing specific services to Company, which Company and/or Company and
Consultant deem necessary to carry out Company's business plan and goals.
3. INDEPENDENT CONTRACTOR STATUS. Consultant and Company are
neither employer/employee nor joint venture partners, nor do they have any
relationship other than Consultant acting as an independent contractor for
Company. Consultant shall be responsible for
payment of all federal, state and local taxes in connection with any and all
compensation or other forms of remuneration received by Consultant from Company
pursuant to this Agreement.
4. COMPENSATION.
a. For the Term hereof, Consultant shall receive an
aggregate of 100,000 shares of the Company's restricted common stock (the
"Common Stock") [$___________] to be issued [paid] upon approval of this
Agreement by the Board of Directors of the Company.
b. In addition to A. above, the Company agrees to pay
any and all reasonable costs and expenses incurred by Consultant on behalf of
Company exclusively in connection with the Services performed pursuant to this
Agreement. Said expenses include, but are not limited to, out-of-town travel as
approved by the Company in writing prior thereto, telephone, facsimile, meals
and lodging as well as any miscellaneous expenses incurred solely relating to
such Services.
5. Company Review and Approval. Unless otherwise expressly agreed
to in this Agreement, Company review and final approval of all documentation,
reports, manuals, plans, etc. developed by Consultant pursuant to the terms of
this Agreement, shall be required prior to the use, release and/or dissemination
of same to any third parties by Consultant. Such final approval shall be in the
sole and absolute discretion of Company.
6. CONFIDENTIALITY.
a. Consultant shall not, at any time during or after the
Term hereof, including any extension or earlier termination of the Term hereof
as set forth herein, disclose to, or use for the benefit of anyone other than
Company, any secret or confidential information or knowledge obtained or
acquired by the Consultant during the Term hereof related to the business of
Company; provided, however, that nothing in this Section 6 shall prohibit
Consultant from communicating, disclosing or using, any information (i) that has
become known generally by the public or otherwise came into the public domain
other than through the fault of Consultant, (ii) that is lawfully requested by
any governmental agency, and (iii) that is legally compelled by judicial order,
deposition, interrogatory, request for documents, subpoena, investigative demand
or other process or otherwise is necessary in connection with any claim or
litigation arising under or with respect to this Agreement or the Services
described hereby.
b. Both Company (including its officers, directors,
employees and agents, which Company shall take reasonable steps to insure will
comply with the terms of this Section 6) and Consultant agree not to disclose
any of the terms or conditions of this Agreement to any third party/parties and
to keep same confidential except as may be required by any applicable law or the
order of any court or regulatory authority having jurisdiction over Company and
Consultant, as the case may be.
7. ASSIGNMENT. Neither this Agreement nor any duties or
obligations under this Agreement may be assigned by Consultant unless the prior
consent of Company has been given in writing by Company. Any assignee of
Consultant shall agree, in writing, to such assignment
and in writing, agree to comply and adhere to all terms and conditions of this
Agreement for the assignment to be effective, unless other arrangements are
agreed to in writing by assignee and Company.
8. COOPERATION OF COMPANY. The Company agrees to comply with all
reasonable requests of Consultant and provide reasonable access to all documents
which are necessary for Consultant to carry out its duties described herein.
9. TERMINATION. Either the Company or Consultant may terminate
this Agreement at any time upon 30 days prior written notice to the other in the
manner set forth in Section 18 herein.
10. INDEMNIFICATION.
a. Consultant, to the fullest extent permitted by law,
agrees to defend, to hold harmless and to indemnify Company against all claims,
losses, liability, damages and expenses directly caused by or directly resulting
from the Services performed by Consultant hereunder. It is understood that the
intent of this provision is to absolve and protect Company from any loss,
liability, damage and expense directly caused by or connected with the work
and/or actions of Consultant hereunder without fault of Company.
b. Company, to the fullest extent permitted by law,
agrees to defend, to hold harmless and to indemnify Consultant against all
claims, losses, liability, damages and expenses directly caused by or directly
resulting from the Services performed by Company hereunder. It is understood
that the intent of this provision is to absolve and protect Consultant from any
loss, liability, damage and expense directly caused by the actions of Company
hereunder without fault of Consultant.
11. FURTHER ASSURANCE. All parties hereto shall execute and
deliver any and all additional documents and shall take such additional actions
as shall be reasonably necessary or appropriate to carry out the intent and
purposes of this Agreement.
12. AGENT. Neither party is hereby constituted an agent nor legal
representative of the other party, except as expressly set forth in this
Agreement, and neither party is granted any right nor authority hereunder to
assume or create any obligation, expressed or implied, or to make any
representation, covenant, warranty or guaranty, except as expressly granted or
made in this Agreement.
13. CAPTIONS. The captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit, extend or
prescribe the scope of this Agreement or the intent of any of the provisions
hereof.
14. PARTIAL INVALIDITY. If any covenant, promise, undertaking,
section, paragraph, sentence, clause, phrase or word or any provision of this
Agreement is held by a court of competent jurisdiction to by invalid, void, or
unenforceable, the remaining portions or provisions will nevertheless continue
in full force without being impaired or invalidated in any way.
15. GOVERNING LAW; CONSTRUCTION; VENUE. This Agreement will be
governed by and construed in accordance with the laws of the State of Florida.
Venue for any and all claims or actions arising from or in connection with this
Agreement shall be in the State and Federal courts of Polk County, Florida.
16. ATTORNEY FEES. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement in accordance with Section 20 herein, the prevailing party
will be entitled to reasonable attorney fees, costs and expenses which may be
set by the court in the same action or in a separate action brought for that
purpose, in addition to any other relief to which that party may be entitled.
17. SUCCESSORS OF COMPANY. Company's rights and obligations under
this Agreement will inure to the benefit of and be binding upon Company's
successors, if any.
18. NOTICES. All notices between the parties shall be in writing
and shall be deemed served when personally delivered to a party, or when
deposited in the United States mail (or other courier service) certified, first
class, postage prepaid, addressed to the party or to such other address as the
addressee shall have communicated to the other party in writing at the address
specified by the parties in this Agreement; or, in the alternative, notices may
behind-delivered to each party with each party signing a written receipt
thereof.
19. 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 shall constitute one and the same instrument.
20. TAXES. Consultant is an independent contractor for the
Company. Company shall not withhold any federal income taxes or social security
benefits for the compensation, including the Class A Common Stock to be issued
to Consultant pursuant to this Agreement. Consultant should contact an
accountant to determine any income tax and social security payments which may be
due and payable to the Internal Revenue Service.
21. COMPLIANCE WITH TERMS; WAIVER. Failure to insist upon strict
compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver or relinquishment of any such terms, covenants or conditions,
nor shall any waiver or relinquishment of any right or power hereunder at any
one time or more times be deemed a waiver or relinquishment of such right or
power at any other time or times.
22. ENTIRE AGREEMENT OF THE PARTIES. This Agreement supersedes any
and all agreements, either oral or written, between the parties hereto with
respect to the rendering of Services by Consultant for Company and contains all
the covenants and agreements between the parties with respect to the rendering
of such Services in any manner whatsoever.
Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the parties.
23. RULE OF CONSTRUCTION RELATING TO AMBIGUITIES. All parties to
this Agreement acknowledge that they have each carefully read and reviewed this
Agreement with their respective counsel and/or other representative, and
therefore, agree that the rule of construction that ambiguities shall be
construed against the drafter of the document shall not be applicable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
Floridino's International Holdings, Inc. Consultant: Delta Asset Management
By:____________________________________ By:_______________________________
Xxxxxxx X. Xxxxxx, CEO
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
000 XxXxxxxxx Xxxxx, Xxxxx 0X
Xxx Xxxx, XX 00000
(000)000-0000
Fax (000) 000-0000
CONFIDENTIALITY & NON-DISCLOSURE
This agreement is entered into this 4th day of September, 2001, by and
between Floridino's International Holdings, Inc. and Delta Asset Management. The
parties to this agreement wish to discuss and negotiate potential business
dealings. In order to produce a free and open atmosphere for discussion, the
parties agree to keep matters discussed between them confidential and not to use
any information obtained against the party who disclosed the information. Both
parties to this agreement agree to the following:
1. The information produced and exchanged in any meeting or
discussions between these parties will not be:
a. Used in any manner detrimental to the other party,
its affiliates, customers, or employees;
b. Disclosed without the prior written consent of the
other party;
c. Used by the party or any representative, agent,
associate or employee, for any purpose other than
study and analysis of proposed business dealings
between the parties to this agreement.
2. It is further agreed that information disclosed or transmitted
will be disclosed by the receiving party only to
representatives and employees of the party who:
a. Need to know the information for purposes of
evaluating contemplated transactions between the
parties to this agreement;
b. Are aware of the confidential nature of the
information;
c. Agree to be bound by the terms and conditions of this
agreement.
3. Each party agrees to return all conveyed information if
business transactions between the parties are not entered into
or are not completed.
4. Each party shall be responsible for any breach or continued
breach of this agreement by any of the party's
representatives, agents, associates or employees.
5. In the event a party may be required to disclose any
confidential information of the other party due to court
order, the party subject to the order will give the other
party at least ten (10) days notice in advance of any court.
6. This agreement does not affect information which is generally
available to the public or which is available from
non-confidential sources who are entitled to disclose the
information.
Floridino's International Holdings, Inc. Delta Asset Management
By:____________________________________ By:_________________________
Date:__________________________________ Date:_______________________
