Exhibit 10.19
Consulting Agreement
THIS AGREEMENT made as of September 1, 2002 between ▇▇▇▇▇▇ and Associates, Inc.,
of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Consultant") and International Assets Holding Corporation, of ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Principal").
IN CONSIDERATION OF the mutual covenants, terms and agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Services. The Consultant shall, during the Term (as defined below) provide
services in the following areas (the "Services") to the Principal, at such
times as the Principal may reasonably request: administration, sales and
marketing, public relations and other matters requested by the Principal.
2. Compensation. The Principal shall pay to the Consultant the sum of $1,000
for each day of providing Services under this Agreement whether at the
Principal's premises or elsewhere, or a proportionate share thereof for any
period less than a day; provided, however, the amount payable by the
Principal to the Consultant pursuant to this Agreement shall not exceed the
sum of $140,000 in any twelve month period during the Term. For the
purposes hereof, a day shall have eight (8) working hours. The Principal
shall reimburse the Consultant for all reasonable expenses up to $60,000
per annum and any other authorized in advance by the Principal and incurred
in connection with this Agreement.
The Consultant shall submit monthly invoices to the Principal for its
compensation and related expenses during the preceding month. The Principal
shall pay to the Consultant such invoices within thirty (30) days after
receipt of the invoice accompanied by vouchers or receipts evidencing such
expenses. The Consultant shall maintain complete and accurate accounting
records, in a form in accordance with sound accounting practices, to
substantiate its invoices hereunder. Such records shall include payroll
records, job cards, attendance cards and job summaries. The Consultant
shall retain such records for one year from the date of final payment under
this Agreement. The Principal shall have access to such records for
purposes of credit during normal business hours during the Term and during
the period in which the Consultant is required to maintain such records as
herein provided.
3. Term. This Agreement shall commence on September 1, 2002 and shall remain
in effect until August 31, 2005 (the "Term"), provided that the parties
may, in writing, agree to extend the Term. Notwithstanding the foregoing,
this Agreement may be terminated at any time at the option of one party,
upon the failure of the other party to comply with the covenants, terms and
agreements of this Agreement and upon notice of such failure to such other
party.
Upon any termination of this Agreement, the Consultant shall deliver to the
Principal all written or descriptive matter which has been developed,
maintained or copied by the Consultant in furtherance of this Agreement, or
which may contain Confidential Information (as defined below),
including, but not limited to drawings, files, lists, plans, blueprints,
papers, documents, tapes or any other such media. The Consultant shall
secure all such written or descriptive matter in locked files at all times
to prevent their loss or unauthorized disclosure, and to segregate
Confidential Information at all times from the material of others. In the
event of loss or destruction of any such written or descriptive matter, the
Consultant shall promptly notify the Principal of the particulars of the
same in writing.
4. Confidential Information.
(a) For the purposes of this Agreement, the term "Confidential
Information" means all information disclosed to, or acquired by, the
Consultant, its employees or agents in connection with, and during the
term of this Agreement which relates to the Principal's past, present
and future research, developments, systems, operations and business
activities, including, without limiting the generality of the
foregoing:
(i) all items and documents prepared for, or submitted to, the
Principal in connection with this Agreement, and
(ii) all information specifically designated by the Principal as
confidential;
(iii) but shall not include any information which was known to the
Consultant, its employees or agents prior to the date hereof, or
which was publicly disclosed otherwise than by breach of this
Agreement.
(b) The Consultant acknowledges that pursuant to the performance of its
obligations under this Agreement, it may acquire Confidential
Information. The Consultant covenants and agrees, during the Term and
following any termination of this Agreement, to hold and maintain all
Confidential Information in trust and confidence for the Principal and
not to use Confidential Information other than for the benefit of the
Principal. Except as authorized in writing by the Principal, the
Consultant covenants and agrees not to disclose any Confidential
Information, by publication or otherwise, to any person other than
those persons whose services are contemplated for the purposes of
carrying out this Agreement, provided that such persons agree in
writing to be bound by, and comply with the provisions of this
paragraph. The Consultant shall obtain similar covenants and
agreements to those contained in this paragraph for the benefit of the
Principal from each of its employees or agents who are, or may be,
exposed to Confidential Information.
5. Termination Provisions.
(a) Termination
(i) The Consultant's services hereunder shall automatically terminate
(A) upon the death or Disability (as hereinafter defined) of
Diego ▇. ▇▇▇▇▇▇; (B) upon written notice by the Principal for
"Cause" (as hereinafter defined); or (C) upon 30 days written
notice by either party.
(ii) For purposes of this Agreement, "Disability" shall mean that
Diego ▇. ▇▇▇▇▇▇ is unable to perform his duties hereunder on
behalf of the Consultant for three consecutive months after
reasonable accommodation by the Principal.
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(iii) For purposes of this Agreement, the Principal shall have "Cause"
to terminate the Consultant's services hereunder upon (A) the
willful failure by the Consultant to substantially perform the
Consultant's duties (other than any such failure resulting by the
Disability of Diego ▇. ▇▇▇▇▇▇) and continuance of such failure
for more than 30 days after the Principal notifies the Consultant
in writing of the failure to perform; (B) the engaging by the
Consultant in willful misconduct which is injurious to the
Principal; or (C) a finding by the National Association of
Securities Dealers, Inc. (the "NASD"), another self-regulatory
body of competent jurisdiction (the "SRO"), or U.S. Securities
and Exchange Commission (the "SEC") that the Consultant violated
its rules or regulations, and such finding or penalty therefor
restricts the Consultant's ability to perform its obligations
under this Agreement. Notwithstanding the foregoing, the
Consultant shall not be deemed to have violated rules or
regulations of the NASD, an SRO, or the SEC, if a finding or
penalty imposed is based upon a finding that the Consultant did
not adequately supervise an employee, but was not otherwise a
party to the acts constituting the misconduct by such other
person. Further, the Consultant shall not be deemed to have been
terminated for Cause unless and until there has been delivered to
the Consultant notice that a resolution has been duly adopted by
the Board which finds that the Principal has "Cause" to terminate
the Consultant as contemplated in Section 5(a), provided, that
the Consultant is terminated for Cause upon the revocation of any
license required under applicable law for the conduct of the
business of the Principal by the Consultant.
(b) Compensation Upon Termination. If either (i) the Principal shall
terminate the employment of the Consultant for Cause pursuant to the
provisions of Section 5(a) hereof, or (ii) the Consultant shall
terminate its services (other than as a result of the violation of
this Agreement by the Principal), then the Principal shall pay the
Consultant 100% of the compensation set forth in Section 2 hereof for
30 days following the date of termination of this Agreement. If the
Principal shall terminate the employment of the Consultant without
Cause or the Consultant resigns as a result of a breach by the
Principal of its obligations to the Consultant, whether set forth
herein or otherwise, then the Principal shall pay the Consultant 100%
of the maximum compensation set forth in Section 2 hereof for the
remainder of the Term.
6. Rights in Data.
(a) All of the items prepared for or submitted to the Principal under this
Agreement (the "Items") shall belong exclusively to the Principal. The
Consultant hereby assigns to the Principal the ownership of copyright
in the Items and the Principal shall have the right to obtain and
hold, in its own name, copyrights, registrations and similar
protection which may be available in the Items. The Consultant shall
give the Principal or its designees all assistance reasonably required
to perfect such rights.
(b) To the extent that any pre-existing materials are contained in the
Items, the Consultant grants to the Principal an irrevocable,
non-exclusive, worldwide, royalty-free license to (i) use, execute,
reproduce, display, perform, distribute (internally or externally)
copies of, and prepare derivative works based upon the Items and (ii)
authorize others to do any, some or all of the foregoing.
(c) The Consultant shall have the right to publish any information
resulting from its performance under this Agreement in a manner which
preserves the Principal's copyright in the Items, after obtaining the
Principal's prior written approval, which approval shall not be
unreasonably withheld; provided that any such approval may be
conditional upon
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reasonable alterations or deletions to ensure that Confidential
Information is not published. The Consultant agrees to delay
publication of any invention which the Principal has decided to, or is
in the process of deciding to, seek patent protection for a period not
to exceed six (6) months from the date that such material is disclosed
to the Principal for approval.
(d) No license or right is granted to the Consultant either expressly or
by implication, estoppel or otherwise, to publish, reproduce, prepare
derivative works based upon, distribute copies of, publicly display,
or perform, any of the Items, except pre-existing materials of the
Consultant, either during the Term or after termination of this
Agreement.
7. Warranties. The Consultant represents and warrants as follows:
(a) That it is under no obligation or restriction, nor will it assume any
such obligation or restriction, which would in any way interfere or be
inconsistent with, or present a conflict of interest concerning the
services to be furnished by it under this Agreement.
(b) That all items delivered to the Principal pursuant to this Agreement
are original and that no portion of such items, or their use or
distribution, violates or is protected by any copyright or similar
right of any third party.
(c) That any information disclosed by the Consultant to the Principal is
not confidential and/or proprietary to the Consultant and/or any third
party.
8. Trade Marks and Trade Names. Notwithstanding any other provision of this
Agreement, the Consultant shall have no right to use the Trade Marks or
Trade Names of the Principal or to refer to this Agreement or the Services,
directly or indirectly, in connection with any product, service, promotion
or publication without the prior written approval of the Principal.
9. Notices. All notices, requests, demands or other communications required by
this Agreement or desired to be given or made by either of the parties to
the other hereto shall be given or made by personal delivery or by mailing
the same in a sealed envelope, postage prepaid, registered mail, return
receipt requested, and addressed to the parties at their respective
addresses set forth above or to such other address as may, from time to
time, be designated by notice given in the manner provided in this
paragraph. Any notice or communication mailed as aforesaid shall be deemed
to have been given and received on the third business day next following
the date of its mailing. Any notice or writing delivered to a party hereto
shall be deemed to have it been given and received on the day it is
delivered, provided that if such day is not a business day, then the notice
or communication shall be deemed to have been given and received on the
business day next following such date.
10. Compliance With Laws. The Consultant agrees that it will comply with all
applicable laws, ordinances, regulations and codes in the performance of
its obligations under this Agreement, including the procurement of permits
and certificates where required. The Consultant further agrees to hold
harmless and indemnify the Principal against any loss or damage to include
reasonable solicitor's fees that may be sustained by reason of the failure
of the Consultant or its employees, agents or subcontractors to comply with
such laws, ordinances, regulations and codes.
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11. Entire Agreement. This Agreement sets forth the entire Agreement between
the parties hereto in connection with the subject matter hereof. No
alteration, amendment or qualification of this Agreement shall be valid
unless it is in writing and is executed by both of the parties hereto.
12. Severability. If any paragraph of this Agreement or any portion thereof is
determined to be unenforceable or invalid by the decision of any court by
competent jurisdiction, which determination is not appealed or appealable,
for any reason whatsoever, such unenforceability or invalidity shall not
invalidate the whole Agreement, but the Agreement shall be construed as if
it did not contain the particular provision held to be invalid and the
rights and obligations of the parties shall be construed and enforced
accordingly.
13. Further Assurances. The parties hereto covenant and agree that each shall
and will, upon reasonable request of the other, make, do, execute or cause
to be made, done or executed, all such further and other lawful acts,
deeds, things, devices and assurances whatsoever for the better or more
perfect and absolute performance of the terms and conditions of the this
Agreement.
14. Successors and Assigns. The Consultant shall not assign this Agreement or
any interest herein or subcontract the performance of any Services without
the prior written consent of the Principal. This Agreement may be assigned
by the Principal without the Consultant's consent and the Assignee shall
have the rights and obligations of the Principal. This Agreement shall
enure to the benefit of and be binding on the heirs, executors,
administrators, successors and permitted assigns of the parties hereto.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
16. Relationship. The Consultant shall perform the Services as an independent
contractor. Nothing contained in this Agreement shall be deemed to create
any association, partnership, joint venture, or relationship of principal
and agent or employer and employee between the parties hereto or to provide
either party with the right, power or authority, whether express or
implied, to create any such duty or obligation on behalf of the other
party. The Consultant also agrees that it will not hold itself out as an
affiliate of or partner, joint venturer, co-principal or co-employer with
the Principal, by reason of the Agreement and that the Consultant will not
knowingly permit any of its employees, agents or representatives to hold
themselves out as, or claim to be, officers or employees of the Principal
by reason of the Agreement. In the event that the Principal is adjudicated
to be a partner, joint venturer, co-principal or co-employer of or with the
Consultant, the C888onsultant shall indemnify and hold harmless the
Principal from and against any and all claims for loss, liability or
damages arising therefrom.
17. Construction. In this Agreement, except as otherwise expressly provided ,
all words and personal pronouns relating thereto shall be read and
construed as the number and gender of the party or parties referred to in
each case require and the verb shall be read and construed as agreeing with
the required word and pronoun.
18. Headings. The division of this Agreement into paragraphs and the use of
headings is for convenience of reference only and shall not modify or
affect the interpretation or construction of this Agreement or any of its
provisions.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
▇▇▇▇▇▇ and Associates, Inc.
By:/s/ Diego ▇. ▇▇▇▇▇▇
Title:CEO
International Assets Holding Corporation
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:COO
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