CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 9th
day of April 2000 is by and amongst Insider Xxxxxx.xxx Inc. (the "Company") and
Xxxxxxx Xxxxx, P.A. (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
continue to provide legal services; and
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 review, revise and draft contracts for Company on
an "As Needed" basis. Consultant will assist Company in the preparation of its
quarterly reports with the SEC. Consultant will also assist the Company and
review agreements and contracts incurred in the ordinary course of business. Any
matters not in the ordinary course of business will be dealt with on a case by
case basis.
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 material agreements,
notice of pending or threatened litigation and notice of all proposed press
releases
4. In consideration of the services to be provided,
Consultant shall receive a fee equal to 5,000 shares of the Company's common
stock.
5. The Company will register these shares pursuant to a registration
statement on Form S-8.
6. This Agreement shall be for a term of three months and shall replace
the prior consulting agreement signed with the Company shall be effective
commencing immediately. 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.
7. 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.
8. 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 Palm Beach, County
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.
9. 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.
IN WITNESS WHEREOF, the parties hereto have subscribed their
hands an seals the day and year first above written.
CONSULTANT: COMPANY:
INSIDER XXXXXX.XXX, INC.
/s/XXXXXXX XXXXX /s/XXXXXXX XXXXXX, pres
------------------- -----------------------------
XXXXXXX XXXXX XXXXXXX XXXXXX
