EXHIBIT 10.2
CONSULTING AGREEMENT
BETWEEN
XX. XXXXXX X. XXXXX
AND
GREEN DOLPHIN SYSTEMS CORP.
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into in
duplicate this 20th day of May 2003 ("Effective Date"), by and between Green
Dolphin Systems Corp., a Delaware corporation ("Corporation"), on the one hand
and Xxxxxx X. Xxxxx an individual, ("Consultant"), on the other hand.
RECITALS
A. The Board of Directors of the Corporation have determined that
it is in the best interests of the Corporation and its
shareholders that the Corporation retain the services of a
Consultant to consult with the (i) Board of Directors of the
Corporation ("Board"), (ii) officers of the Corporation, and
(iii) administrative staff of the Corporation concerning
issues which may occur relating to the business of the
Corporation, including assisting the Corporation in preparing
to expand its operations.
B. It is the desire of the Corporation to engage the services of
the Consultant, on an independent contractor basis, to consult
with the (i) Board (ii) officers of the Corporation, and (iii)
administrative staff of the Corporation concerning issues
which may occur relating to the business of the Corporation,
including assisting the Corporation, in preparing to expand
its operations.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKING SPECIFIED HEREIN AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY,
THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:
1. Term of Agreement: This Agreement shall be in full force and effect
commencing upon the date hereof and concluding at the close of business
on the same date in 2004. The respective duties and obligations of the
parties shall commence on the date specified in the Preamble of this
Agreement and shall continue until the close of business on the same
date in 2004.
2. Consideration: The Consultant shall receive from the Corporation an
aggregate of Six Hundred and Fifty Thousand Shares (650,000) of the
Corporation's $0.001 par value common stock ("Shares") which shall be
registered by the Corporation with the SEC on Form S-8 (the "Form S-8")
of the Securities Act of 1933, as amended, as soon as practicable
following the execution of this Agreement. The number of Shares which
will be issued pursuant to this Agreement shall be adjusted to reflect
any splits, recapitalization, reverse splits, capitalization's,
mergers, consolidations, sale of assets or other corporate
reorganizations. The Six Hundred and Fifty Thousand Shares shall be
delivered to the Consultant one day after the effectiveness of the Form
S-8.
3. Minimum Amount of Service: The Consultant shall devote as much time as
it deems necessary to the affairs of the Corporation as the Consultant,
in the Consultant's sole discretion, determines to be necessary or
appropriate; and the Consultant may represent, perform services for,
and be employed by, any additional persons as the Consultant, in the
Consultant's sole discretion, determines to be necessary or
appropriate. The Consultant services to be performed shall include, but
not be limited to:
a. Marketing and Distribution: The Consultant shall assist the
Corporation in the marketing and distribution of the
Corporation and its product line.
b. Networking: The Consultant may provide certain professional
networking opportunities for the Corporation. Such
opportunities may include introductions to, and the
formulation and maintenance of relationships with, key
business and potential buyers of the Corporation's product
line in the United States and Europe.
c. International Agents: The Consultant shall specifically assist
the Corporation in identifying, qualifying and establishing a
network of distributors to represent the Corporation's product
line in North America and elsewhere as may be agreed to
between the Consultant and the Corporation. The Consultant
shall, among other things, conduct demonstrations, training
and promotions detailing the benefits of the Corporation's
products to prospective distributors. The Consultant shall
also serve as a technical support liaison to the distribution
network. The Consultant shall not enter agreements on behalf
of the Corporation or bind the Corporation to any third party.
The Corporation shall enter into such distribution agreements
with distributors as it may determine in its sole discretion.
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4. Hold Harmless: The Corporation and the Consultant also mutually agree
to indemnify and hold harmless each party and each of its affiliates,
counsel, stockholders, directors, officers, employees and controlling
persons, with the meaning of Section 15 of the Securities Act of 1933,
as amended, or Section 20 of the Securities Exchange Act of 1934, for
any violations of state or federal securities laws by either party or
any of its officers, other employees, agents, affiliates, counsel,
stockholders, directors, and controlling persons. The Corporation
acknowledges and affirms that it will not request, require or otherwise
induce Consultant to become involved in any activities whatsoever that
would result in Consultant violating any provisions of the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, including, but not limited to, the provisions of Form S-8,
Regulations S-K and S-B, and the Corporation agrees to indemnify and
hold harmless the Consultant from any violation thereof.
5. Confidentiality: Consultant agrees to keep confidential all material,
non-public information provided to it by the Corporation, except as
required by law or as contemplated by the terms of this Agreement.
Notwithstanding anything to the contrary herein, Consultant may
disclose non-public information to its agents and advisors whenever
Consultant determines that such disclosure is necessary or advisable to
provide the services contemplated hereunder, Consultant shall inform
all parties who receive disclosure of non-public information or who
have access to such information of the obligation of confidentiality,
and shall inform the Corporation of any disclosure of non-public
information to any party other than Consultant's independent public
accountants or attorneys.
6. Notices: All notices, requests, demands or other communications
pursuant to this Agreement shall be in writing or by telex or facsimile
transmission and shall be deemed to have been duly given (i) on the
date of service, if delivered in person or be telex or facsimile
transmission (with the telex or facsimile confirmation of transmission
receipt acting as confirmation of service when sent and provided
telexed or telecopied notices are also mailed by first class,
registered or certified mail, postage prepaid, and properly addressed
as follows:
If to the Corporation: Green Dolphin Systems Corp.
0000 Xxxxx Xxxxx Xxx Xxxxx
Xxxxxx, Xxxxxxxxx, X.X.X. 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Consultant: Xxxxxx X. Xxxxx
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 00,
Xxxxxxx, Xxxxxxx X0X 0X0
Telephone:
Fax:
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or at such other address as the party affected may designate in a written notice
to such other party in compliance with this paragraph.
7. Assignability: Neither party shall sell, assign, transfer, convey or
encumber this Agreement or any right or interest in this Agreement or
pursuant to this Agreement, or suffer or permit any such sale,
assignment, transfer or encumbrance to occur by operation of law
without the prior written consent of the other party. In the event of
any sale, assignment, transfer or encumbrance consented to by such
other party, the transferee or such transferee's legal representative
shall agree with such other party in writing to assume personally,
perform and be obligated by the covenants, obligations, warranties,
representations, terms, conditions and provisions specified in this
Agreement.
8. Termination: Green Dolphin Systems Corp., and Consultant may terminate
this Agreement prior to the expiration of the Term upon thirty (30)
days written notice with mutual written consent. Failing to have mutual
consent, without prejudice to any other remedy to which the terminating
party may be entitled, if any, either party may terminate this
Agreement with thirty (30) days written notice under the following
conditions:
1. By Green Dolphin Systems Corp.
(i) If during the Primary Term of this Agreement or any Extension
Period, Consultant is unable or fails to provide the Services
as set forth herein for thirty (30) consecutive business days
because of illness, accident, or other incapacity of
Consultant's Personnel; or,
(ii) If Consultant willfully breaches or neglects the duties
required to be performed hereunder; or,
(2) By Consultant
(i) If Green Dolphin Systems Corp., ceases business or sells a
controlling interest to a third party, or agrees to a
consolidation or merger of itself with or into another
corporation, or enters into such a transaction outside of the
scope of this Agreement, or sells substantially all of its
assets to another corporation, entity or individual outside of
the scope of this Agreement; or,
(ii) If Green Dolphin Systems Corp., subsequent to the execution
hereof institutes, makes a general assignment for the benefit
of creditors, has instituted against it any bankruptcy, or is
adjudicated a bankrupt; or,
(iii) If any of the disclosures made herein or subsequent hereto by
Green Dolphin Systems Corp., to Consultant are determined to
be materially false or misleading.
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9. Consent to Agreement: By executing this Agreement, each party, for
itself, represents such party has read or caused to be read this
Agreement in all particulars, and consents to the rights, conditions,
duties and responsibilities imposed upon such party as specified in
this Agreement.
Executed at Toronto, Ontario effective as of the date specified in the preamble
of this Agreement.
GREEN DOLPHIN SYSTEMS CORP. XXXXXX X. XXXXX
a Delaware corporation an Individual
By: /s/ Xxxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
-------------------- -------------------
Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxx
President, Director Consultant
0000 Xxxxx Xxxxx Xxx Xxxxx
Xxxxxx, Xxxxxxxxx, X.X.X. 00000
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