EXHIBIT 99.01
CONSULTING AGREEMENT
This CONSULTING AGREEMENT made as of December 18, 2000, by and between
American Equity Financing, Inc., a New York corporation with offices at 0 Xxxxxx
Xxxxx, Xxxx Xxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as
"Consultant") and Adirondack Pure Springs Mt. Water Co., Inc., a New York
corporation with offices at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000
(hereinafter referred to as the "Company").
WHEREAS, the Company desires to obtain the benefit of the services of
Consultant to provide the services hereinafter set forth during a two year
period commencing December 18, 2000 and ending December 17, 2002 at the rate of
compensation set forth herein; and
WHEREAS, the Consultant desires to render such services to the Company;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and the acts herein described, it is agreed between the parties
as follows:
1. The Company hereby engages and retains Consultant and
Consultant hereby agrees to render services and advice to the Company for a two
(2) year period commencing December 18, 2000 and ending December 17, 2002
2. The services to be rendered by Consultant shall consist of
giving advice and opinions to the Company concerning but not limited to, (1)
Advice and construction of e-commerce infrastructure for website, (2)
Construction of, and hosting of website, (3) Logo development and branding, (3)
Design and production of electronic marketing and sales materials, including but
not limited to video and digital materials, for both internet and interpersonal
sales efforts, (4) Introduction to new business customers, including, but not
limited, to entertainment industry and retail customers, (5) Coordination of
product marketing efforts to retail stores, corporate entities, etc., (6) Advice
on production and plant design and layout, (7) Advice on corporate governance
and structure, (8) Financial services and advice, administrative services and
advice, and general business advice, (9) Introduction to potential joint venture
opportunities related to new product development. Consultant shall have the sole
discretion as to the form, manner, and place in which said advice shall be given
and the amount of time to be devoted to serve under this Agreement. The Company
will rely on the consultant to work as many hours as may be reasonably necessary
to fulfill Consultant's obligations under this Agreement. Except as provided
hereinafter, an oral opinion by the Consultant to the Company shall be
considered sufficient compliance with the requirements of this paragraph.
Consultant shall devote to the Company only such time as it may deem necessary,
and when reasonably requested by the Company, and shall not by this agreement be
prevented or barred from rendering services of the same or similar nature, as
herein described, or services of any nature whatsoever for or on behalf of
persons, firms, or corporations other than the Company. The Company recognizes
the Consultant provides services to other clients. The Company acknowledges that
it has already receive substantial advice and services from the Consultant and
its beneficial owners.
3. The Company shall compensate the Consultant as follows:
(i) The payment of an annual fee $132,000.00 or one
initial payment of 660,000 shares of free trading common stock to be registered
under a Registration Statement on Form S-8 or any other available form. In such
connection, the Consultant represents to the Company that Xxx X. Xxxx, who will
perform services hereunder, is the sole shareholder of Consultant.
(ii) The Consultant shall pay all "out-of-pocket" expenses
in connection with the services rendered and shall not be entitled to
reimbursement from the Company.
4. The Company will not provide support services, including
office space and secretarial services, for the benefit of the Consultant.
5. The Consultant and the Company recognize that the Consultant's
Services will include working on various projects for The company. The
Consultant shall obtain the approval of the Company prior to the commencement of
a new project.
6. It is understood by the parties that the Consultant is an
independent contractor with respect to the Company, and not an employee. The
Company will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of the Consultant.
7. The Company recognizes that the Consultant has and will have
the following information:
- trade secrets
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of the Company and need to be protected from
improper disclosure. In consideration for the disclosure of the information, the
Consultant agrees that the Consultant will not at any time or in any manner,
either directly or indirectly, use any Information for the Consultant's own
benefit, or divulge, disclose, or communicate in any manner any Information to
any third party without the prior written consent of the Company. The Consultant
will protect the Information and treat it as strictly confidential. A violation
of this paragraph shall be a material violation of this Agreement.
8. The confidentiality provisions of this Agreement shall remain
in full force and effect after the termination of this Agreement.
9. Upon termination of this Agreement, The consultant shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in Consultant's possession or under Consultant's control and that are
the Company's property or relate to the Company's business.
10. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for the Company:
Adirondack Pure Springs Mountain Water Co. Inc.
Attn.: Xxxxx Xxxxxxx, CEO/President
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
IF for the Consultant:
American Equity Financing, Inc.
Attn.: Xxx X. Xxxx, CEO
0 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx Xxxxxxx, Xxx Xxxx 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
11. This instrument contains the entire agreement of the parties.
There are no representations or warranties other than as contained herein, and
there shall not be any liability to Consultant for any service rendered to the
Company pursuant to this agreement. No waiver or modification hereof shall be
valid unless executed in writing with the same formalities as this Agreement.
Waiver of the breach of any term or condition of this Agreement shall not be
deemed a waiver of any other subsequent breach, whether of like or of a
different nature.
12. This agreement shall be construed according to the laws of
State of New York as they are applied to agreements executed and to be performed
entirely within such State and shall be binding upon the hereto, their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year first above
written.
American Equity Financing, Inc.
/s/ XXX X. XXXX
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Xxx X. Xxxx, CEO
Adirondack Pure Springs Mountain Water Co., Inc.
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, President, CEO
