CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into
this 1st day of July 2000 is by and amongst Insider Xxxxxx.xxx Inc. (the
"Company") and Xxxx Xxxxxxx (The "Consultant").
WHEREAS, Consultant is skilled in financial matters, marketing,
strategic planning, accounting and financial public relations; and
WHEREAS, the Company desires to engage the Consultant to assist the
Company in its efforts to expand its operations and develop a coherent marketing
plan to address the changing needs of the marketplace;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non- exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall provide the Company with ongoing consulting
services in the area of financial consulting, marketing and strategic
operations. Consultant shall be responsible for developing a marketing plan for
the Company and meeting with the Company's Board of Directors to discuss the
marketing plan and other aspects of the Company's business. Consultant shall
provide these services on as needed basis but in no event less frequently than
at least two days per week unless advised to the contrary by the Company. Said
services to be provided either at the Company's principal place of business or
at the business address of the Consultant depending upon the nature and type of
services provided.
3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as
may be required by Consultant. Company will make available to Consultant copies
of all reports filed with the Securities and Exchange Commission, copies of
financial reports and projections, strategic plans and such other reports as may
be necessary in order for Consultant to carry out Consultant's responsibilities.
4. This Agreement shall be for a term of one year commencing on the
date of execution by the last signatory.
5. In consideration of the services to be provided, Consultant shall
receive a fee equal to 65,000 shares of the Company's common stock.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties agree that
all knowledge and information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from
engaging in any work at any time following his termination of this Agreement
which does not conflict with the terms of this Agreement.
8. This Agreement may be terminated for "Proper Cause" prior to
expiration of its stated term in the sole and absolute discretion of either
party. As used in the Agreement "Proper Cause" shall be limited to:
Conviction of Civil or Criminal Fraud or a Felony.
Such termination shall not prejudice any other remedy to which either
party may be entitled either at law, in equity or under this Agreement.
9. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
10. This Agreement shall be governed by and interpreted pursuant to
the laws of the state of Florida. By entering into this Agreement, the parties
agree to the jurisdiction of the Florida courts with venue in Tampa, Florida. In
the event of any breach of this Agreement, the prevailing party shall be
entitled to recover all costs including reasonable attorney's fees.
11. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
12. Nothing contained herein shall be construed as creating a joint
venture or partnership arrangement between Consultant and the Company.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands
and seals the day and year first above written.
CONSULTANT: COMPANY:
INSIDER Xxxxxx.xxx Inc.
/s/ Xxxx Xxxxxxx BY: /s/Xxxxxxx Xxxxxx, pres
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Xxxx Xxxxxxx XXXXXXX XXXXXX
