Exhibit 10.8
FINANCIAL CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made effective as of January 15, 2000
between XXXXXX XXXXX, maintaining an office at 00 Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (hereinafter the "Consultant") and XXXXXXXXXXXX.XXX, Inc. maintaining
an office at 0000 00xx Xxx. Xxxxxxxx, Xxx Xxxx 00000 (hereinafter the
"Company").
R E C I T A L S:
A. Consultant is engaged in and has considerable experience and business
contacts.
B. Company desires to be assured of the association and services of
Consultant in order to avail itself of Consultant's contacts, and relationships
to facilitate Company's business development. Company is therefore willing to
engage Consultant upon the terms and conditions herein contained.
C. Consultant agrees to be engaged and retained by Company upon said terms
and conditions.
NOW, THEREFORE, in consideration of the recitals, promises, and conditions
set forth in this Agreement, the Company and the Consultant hereby agree as
follows:
1. Services. The Company hereby retains Consultant to assist the company
in forming strategic alliances with prospective contacts of Consultant
with public and private companies, and to render such advice,
consultation and information to the Board of Directors, officers or
agents and employees of the Company regarding alliances, affiliations
and business relationships. The Consultant shall exercise its best
efforts in introducing company to contacts that will promote the
business development of the Company.
2. Term. The term of this Agreement shall be for a period of twelve (12)
months commencing January 15, 2000 unless terminated for cause prior
to the end date.
3. Compensation. Company hereby agrees to compensate Consultant in the
amount of Twenty Nine Thousand Three Hundred Seventy Five Dollars
($29,375.00) payable no later than January 30, 2000. Additionally,
Consultant shall receive 10% as a finder fee for referrals of
accredited investors subscribing to the Company's private placement of
its Series C. Compensation shall be payable to the coordinates to be
provided by Consultant, via wire transfer.
4. Relationship of Parties. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that
Consultant shall be an independent contractor and not an employee of
the Company. Consultant shall not have authority to act as an agent of
the Company except when such authority is specifically delegated to
Consultant by the Company. Subject to the express provisions herein,
the manner and means utilized by Consultant in the performance of
Consultant's services hereunder shall be under the sole control of the
Consultant. All compensation paid to Consultant shall constitute
earnings to Consultant from self-employment income. Company shall not
withhold any amounts there from as federal or state income tax
withholding from wages or as employee contributions under the Federal
Insurance Contributions Act (Social Security) or any similar federal
or state law applicable to employers and employees.
5. Benefit of Agreement. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal
representatives, administrators, executors, successors, subsidiaries,
and affiliates.
6. Governing Law. This Agreement is made and shall be governed and
construed in accordance with the laws of the State of New York.
7. Assignment. Any attempt by either party to assign any rights, duties,
or obligations which arise under this Agreement without the prior
written consent of the other party shall be void and shall constitute
a breach of the terms of this Agreement.
8. Litigation Expenses. If any action at law or in equity is brought by
either party to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees,
costs, and disbursements in addition to any other relief to which it
may be entitled.
9. Notices. Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be properly given when
personally served in writing or when deposited in the United States
mail, postage prepaid, addressed to the other party at the address
appearing above. Either party may change its address by written notice
made in accordance with this section.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
XXXXXXXXXXXX.XXX XXXXXX XXXXX
("Company") ("Consultant")
By:______________________________ _______________________________
