Exhibit 10.36
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of the
9th day of July, 2002, by and between Category 5 Technologies, Inc., a Nevada
corporation ("Category") and Xxxxx Xxxxxxxxxx and Xxxx Xxxxxx, independent
contractors who have and will be rendering the services covered by this
Agreement (the "Consultants").
WHEREAS, the Consultants, have been engaged by Category to render
services described in paragraph 1; and
WHEREAS, Category has provided the Consultants with access to all
material information concerning its organization, financial condition,
management, present and intended business operations or other available
information and has made its directors and executive officers available to
answer questions posed by the Consultants regarding such information; and
WHEREAS, the Consultants are "accredited investors" as that term in
defined under Regulation D of the Securities and Exchange Commission and have
had access to all material information concerning Category, its organization,
financial condition, management, present and intended business operations and
other available information, and have had the opportunity to ask questions of
Category directors and executive officers with respect to such information and
that all questions posed have been answered to their complete satisfaction;
WHEREAS, Category the Consultants have previously discussed the
issuance of securities of Category as full consideration for these services to
the Consultants that will be registered with the Securities and Exchange
Commission on Form S-8 as part of the Category 5 Technologies, Inc. Long Term
Incentive Plan (the "Plan") so that these securities could be freely publicly
traded by the Consultants; and
WHEREAS, the Consultants have rendered and will continue to render the
services covered hereby to Category in anticipation of and in reliance upon
these discussions and with the expectation of receiving securities of Category
under the Plan as full consideration for these services; and
WHEREAS, the parties desire to execute this Agreement to cover
compensation for these services;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth and the benefits to the parties to be derived
therefrom, it is hereby agreed as follows:
1. Services. The Consultants are hereby retained by Category to serve
as independent Consultants to provide advice and services to
Category in connection with the foregoing recitation of services
and related non-capital raising services. The Consultants agrees
to provide such services to Category as Category may from time to
time reasonably request, including, without limitation, advice and
services with respect to those matters as to which they have
special competence by reason of their business experience,
knowledge, and abilities. The Consultants shall make themselves
available during reasonable business hours to perform all services
reasonably requested by Category under this Agreement.
2. Term. This Agreement shall remain in full force and effect for the
earlier of 120 days from the date hereof.
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3. Compensation. Category shall pay, and Consultants shall accept, a
fee of 80,000 shares of Category common stock, 20,000 of which
shall be payable immediately upon execution of this Agreement, all
to be issued pursuant to and in accordance with resolutions of the
Board of Directors of Category, and all to be fully paid and non-
assessable. After the first 30 days, the shares shall be issued on
a monthly basis with payment of 20,000 shares of Category common
stock being paid month by month.
4. Costs. The Consultants shall pay all reasonable and necessary
business expenses incurred by the Consultants in the course of
providing advice and services to Category under the terms of this
Agreement.
5. Independent Contractors. The Consultants are retained under the
terms of this Agreement as independent contractors and nothing
herein shall be construed as creating an employer/employee
relationship between the parties or their principals or employees.
The Consultants shall be solely liable for the payment of any
taxes imposed or arising out of the payment of the compensation to
it by Category as set forth in this Agreement.
6. Termination for Cause. Category may terminate this Agreement
during its term with cause which shall be established by showing
one or more of the following: -
(a) The Consultants have materially breached the terms of this
Agreement and, as a result, Category has suffered damages;
(b) The Consultants, in the sole determination of the Board of
Directors of Category, have not performed their duties to
the satisfaction of Category;
(c) The Consultants have substantially failed to perform the
duties requested in writing by Category, on action by the
Board of Directors, under the terms of this Agreement after
10 days written notice setting forth the details of such
alleged substantial failure, or
(d) The Consultants have engaged in material, willful, or gross
misconduct in the performance of its duties hereunder.
No termination under this Section shall have any affect on the fees
paid to the Consultants to the date of any such termination.
7. Nondisclosure of Information. The Consultants agrees that during
the term of this of this Agreement, none will, directly or
indirectly, disclose to any person not authorized by Category to
receive or use such information, any of Category's confidential or
proprietary data, information, or techniques, or give to any
person not authorized by Category to receive it any information
that is not generally known to anyone other than Category.
8. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
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9. Entire Agreement. Except as indicated in the recitation at the
forefront of this Agreement, this Agreement supersedes any and all
other agreements, oral or written, between the parties with
respect to the subject matter hereof, and no other agreement,
statement or promise relating to the subject matter of this
Agreement which is not contained or referred to herein shall be
valid or binding.
10. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Nevada.
11. Severability. If, and to the extent that, any court of competent
jurisdiction holds any provision of this Agreement to be invalid
or unenforceable, such holding shall in no way affect the validity
of the remainder of this Agreement.
12. Waiver. No failure by any party to insist on the strict
performance of any covenant, duty, agreement, or condition of this
Agreement, or to exercise any right or remedy consequent on a
breach thereof, shall constitute a waiver of any such breach or
any other covenant, agreement, term, or condition.
CATEGORY 5 TECHNOLOGIES, INC.
Dated: _________________________ By: ______________________________
"THE CONSULTANTS"
XXXXX XXXXXXXXXX
XXXX XXXXXX
Dated: ______________________________ By: ______________________________
Dated: ______________________________ By: ______________________________
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