CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of this
1st day of April, 2001, by and among XxxxxxXxxx.xxx International, Inc. a
Delaware corporation (the "Company"), Xxxxxxx Xxxxx, and Xxxxxx Xxxxxxx
(collectively, "Consultants"), collectively referred to hereinafter as the
"Parties" or individually as a "Party."
WHEREAS, the Company is engaged in the business of creating an amateur
sports community through the Internet and other means; and
WHEREAS, the Company seeks to utilize the services of Consultants to
assist the Company in identifying and consummating strategic partnership
opportunities within and without its industry, as well as negotiating and
structuring agreements with such strategic partners (hereafter, the "Services").
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the Parties hereto agree as follows:
1. Services. During the term of this Agreement, Consultants agree to
provide the Services as requested by the Company on a continuous basis and in
accordance with accepted industry practices and guidelines and all applicable
federal, state and local laws, rules and regulations.
2. Term. This Agreement will become effective on the date stated above, and
will continue in effect for six (6) months unless terminated by either Party as
provided herein.
3. Compensation. The Company shall pay, and Consultants hereby accept as
full compensation for Services rendered hereunder, One Million (1,000,000)
shares of the Company's Common Stock (the "Shares") to be disbursed according to
the following schedule:
3.1 First Installment. Five Hundred Thousand (500,000) shares to be issued
upon the execution of this Agreement; and
3.2 Second Installment. Five Hundred Thousand (500,000) shares to be
issued sixty (60) days from the date of this Agreement.
4. Registration. As soon as practicable, the Company agrees to file a
Registration Statement with the Securities and Exchange Commission on Form S-8
with respect to the Shares of Common Stock issued to Consultants pursuant to
this Agreement.
5. Confidential Information. Consultants acknowledge that during the term
of this Agreement, Consultants will develop, discover, have access to, and
become acquainted with technical, financial, marketing, personnel, and other
information relating to the present or contemplated products or the conduct of
business of the Company which is of a confidential and proprietary nature
("Confidential Information"). Consultants agrees that all files, records,
documents, and the like relating to such Confidential Information, whether
prepared by them or otherwise coming into their possession, shall remain the
exclusive property of the Company, and Consultants hereby agrees to promptly
disclose such Confidential Information to the Company upon request and hereby
assigns to the Company any rights which Consultants may acquire in any
Confidential Information. Consultants further agree not to disclose or use any
Confidential Information and to use their best efforts to prevent the disclosure
or use of any Confidential Information either during the term of this Agreement
or at any time thereafter, except as may be necessary in the ordinary course of
performing their duties under this Agreement.
6. Indemnification. The Company shall indemnify and hold Consultants
harmless from and against all liabilities, obligations, damages, claims, costs
and expenses (including attorneys' fees) for which Consultants shall be held
responsible as a result of either the failure of the Company to perform in
accordance with its obligations under this Agreement or the negligence of the
Company, its employees, agents, servants and subcontractors or any of them. In
case any action or proceeding is brought against Consultants by reason of any
such claim, the Company, upon written notice from Consultants, shall, at the
Company's expense, resist or
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defend such action or proceeding by counsel approved in writing by Consultants
which approval shall not be unreasonably withheld. Consultants shall indemnify
and hold the Company harmless from and against all liabilities, obligations,
damages, claims, costs and expenses (including attorneys' fees) for which the
Company shall be held responsible as a result of either the failure of
Consultants to perform in accordance with its obligations under this Agreement
or the negligence of Consultants, its employees, agents, servants and
subcontractors or any of them. In case any action or proceeding is brought
against the Company by reason of any such claim, Consultants, upon written
notice from the Company, shall, at their expense, resist or defend such action
or proceeding by counsel approved in writing by the Company which approval shall
not be unreasonably withheld.
7. Assignment. This Agreement is for the unique personal services of
Consultants and is not assignable or delegable in whole or in part by either
Consultant without the consent of an authorized representative of the Company.
This Agreement may be assigned or delegated in whole or in part by the Company
and, in such case, the terms of this Agreement shall inure to the benefit of, be
assumed by, and be binding upon the entity to which this Agreement is assigned.
8. Waiver or Modification. Any waiver, modification, or amendment of any
provision of this Agreement shall be effective only if in writing in a document
that specifically refers to this Agreement and such document is signed by the
Parties hereto.
9. Independent Contractor. The Parties agree that Consultants are
independent contractors with respect to the Company and that no employment
relationship exists between the Parties hereto. Consultants shall use their own
professional discretion in performing the services called for hereunder. As
independent contractors, Consultants shall have no power to act for, bind, or
otherwise create or assume any obligation on behalf of the Company, for any
purpose whatsoever.
10. Entire Agreement. This Agreement constitutes the full and complete
understanding and agreement of the Parties hereto with respect to the subject
matter covered herein and supersedes all prior oral or written understandings
and agreements with respect thereto.
11. Severability. If any provision of this Agreement is found to be
unenforceable by a court of competent jurisdiction, the remaining provisions
shall nevertheless remain in full force and effect.
12. Notices. Any notice required hereunder to be given by either Party
shall be in writing and shall be delivered personally or sent by certified or
registered mail, postage prepaid, or by private courier, with written
verification of delivery, or by facsimile transmission to the other Party to the
address or telephone number set forth below or to such other address or
telephone number as either Party may designate from time to time according to
this provision. A notice delivered personally shall be effective upon receipt. A
notice sent by facsimile transmission shall be effective twenty-four hours after
the dispatch thereof. A notice delivered by mail or by private courier shall be
effective on the third day after the day of mailing.
(a) To Consultants at: ----------------------------------
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(b) To the Company at: 10421 South 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
13. Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah without regard to the conflict of
laws. The Parties further agree that proper venue and jurisdiction for any
dispute under this agreement shall be the courts in the State of Utah.
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IN WITNESS WHEREOF, Consultants have each signed this Agreement
personally and the Company has caused this Agreement to be executed by its duly
authorized representative.
XXXXXXXXXX.XXX INTERNATIONAL, INC. CONSULTANTS
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx Xxxxx
President
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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