CONSULTING AGREEMENT
SILICON SOUTH, INC AND INTERNET XXXXXXX.XXX, INC.
This Consulting Agreement ("AGREEMENT") is made on the 12th day of March, 2000,
by and between Internet Xxxxxxx.xxx, Inc. (hereafter referred to as INFIN) who's
offices are located at 000 Xxxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx
00000 and Silicon South, Inc. (hereafter referred to as SS, INC) who's address
is 00 Xxxx xxx Xxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000.
INFIN's management and staff have a background in investment banking, corporate
finance, bridge loans, sales and marketing and is willing to provide services to
SILICON SOUTH, INCbased on this background. SILICON SOUTH, INC. desires to
have services provided by INFIN.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement INFIN
will provide the following services, (collectively the "Services"):
- Assist in the formation of the proposed corporation, including assistance
in all state and federal filings as well as all state and federal filings that
might be necessary for the proposed Private Placement Offering.
- Assist in the formulation and production of a business plan which shall
include the development of pro forma statements, break even analysis,
spreadsheets, graphs, charts and cost projections.
- Produce an investor presentation package to include tools that range from
presentation folders to the most sophisticated audiovisual and interactive
computer technologies.
- Prepare a Pre Public Private Placement Subscription Agreement (in
accordance with federal exemption from registration in reliance upon the
exemption from registration provided by Section 4(2) of "The Act" and Regulation
D promulgated pursuant to Section 3(b) of "The Act") allowing the company to
raise additional capital (as outlined in Schedule A).
- Give professional advice and assistance in the areas of corporate
structure, corporate finance, management structure, time line projections,
future funding and marketing.
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2. PERFORMANCE OF SERVICES. The manner in which the services are to
be performed and the specific hours to be worked by INFIN shall be determined by
INFIN. SILICON SOUTH, INCwill rely on INFIN to work as many hours as
reasonably necessary to fulfill MVI obligations under this Agreement.
4. PAYMENT. SILICON SOUTH, INC. shall pay INFIN a base fee of $21,000.00
in consideration of the services rendered by INFIN to SS,INC hereunder. In
addition, SS, INC shall pay INFIN G & A costs of $6,500. This total sum of
services and costs shall be payable in accordance with the terms and conditions
agreed upon.
5. EXPENSES. INFIN shall be entitled to reimbursement from SILICON
SOUTH, INC. for all reasonable "out-of-pocket" expenses including, but not
limited to: travel, meals, postage, copying and phone.
6. RELATIONSHIP OF PARTIES. It is understood by both parties that INFIN is
an independent contractor with respect to SS,INC. and not an employee of SS,
INC.
7. RETURN OF RECORDS. Upon termination of this Agreement, INFIN shall
return all records, notes, data, memorandum, models and equipment of any nature
that are in INFIN's possession or under INFIN's control that are property or
relate to 's business.
8. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of both
parties and there are no other promises or conditions in any other agreement
oral or written.
9. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
10. CHOICE OF LAW AND VENUE. The validity, construction and performance of
this Agreement shall be governed by the laws of the State of California. Each
party hereto irrevocably consents and agrees to the exclusive jurisdiction of
the County of Monterey, State of California or the Northern District of
California united States District Court for the resolution of all matters
involving this Agreement or the transactions contemplated hereby.
11. LIMITATION OF LIABILITY FOR INTERNET XXXXXXX.XXX, INC. Notwithstanding
any other provision of this Agreement to the contrary, INFIN shall not be liable
for damages resulting from information provided by SS, INC., when such
information is inaccurate, misleading or false. In no event shall INFIN be
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liable for any loss of profits or any indirect, incidental, special exemplary,
or consequential damages (including, without limitation, loss of profits, loss
of savings, loss of data, or loss of use damages). This limitation upon damages
and claims is intended to apply without regard to which other provisions of this
Agreement have been breached or have proven ineffective.
12. LIMITATION OF LIABILITY FOR SILICON SOUTH, INC. Notwithstanding any
other provision of this Agreement to the contrary, SILICON SOUTH, INC. shall not
be liable for damages resulting from information provided by INFIN, when such
information is inaccurate, misleading or false. In no event shall SILICON
SOUTH, INC. be liable for any loss of profits or any indirect, incidental,
special exemplary, or consequential damages (including, without limitation, loss
of profits, loss of savings, loss of data, or loss of use damages). This
limitation upon damages and claims is intended to apply without regard to which
other provisions of this Agreement have been breached or have proven
ineffective.
13. TERMINATION OF AGREEMENT. Unless otherwise terminated as
provided in this Agreement, this Agreement will continue in effect until the
services provided for herein by INFIN have been fully and completely performed
and shall then terminate unless renewed in writing by both parties.
If either party defaults in the performance of this Agreement or materially
breaches any of its provisions, the non-breaching party may terminate this
Agreement by giving written notification to the breaching party. Termination
will take effect immediately on receipt of notice by the breaching party or five
days after mailing notice, whichever occurs first.
This Agreement will terminate automatically on the occurrence of any of the
following events: (a) bankruptcy of insolvency of either party or (b)
assignment of this Agreement by either party without the consent of the other
party.
Notwithstanding any other provision of this Agreement, either party may
terminate this Agreement at any time by giving thirty (30) days written notice
to the other party.
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SILICON SOUTH, INC.
By: _______________________
Xxxxxx Rule, President
INTERNET XXXXXXX.XXX, INC.
By: _________________________
Xxxxxx X. Xxxxxx, President
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