CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into as of
January 1, 2003, by and between Xxxx Xxxxxx, doing business as Aspen
Laboratories, Ecosys International, and SeaLife Marine Coatings, hereinafter
referred to as the "Consultant") and SeaLife Corporation, a Delaware
corporation, whose place of business is 00000 Xxxx Xxxxx Xxxxx, Xxxxx Xxxx, XX
00000 (hereinafter referred to as the "Consultant").
RECITALS
WHEREAS, the Company has acquired certain technology and the right to use
additional technologies from Consultant; and
WHEREAS, Consultant has certain experience and knowledge associated with the
technology that the Company acquired; and
WHEREAS, the Company wishes is to engage the services of the Consultant to
assist the Company in the ongoing use of the technologies.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto hereby agreed as follows:
CONSULTING SERVICES; EXCLUSIVE NATURE OF SERVICES
Attached hereto as Exhibit A and incorporated herein and by this reference is a
description of the services to be provided by the Consultant hereunder (the
"Consulting Services". Consultant hereby agrees to utilize its best efforts in
performing the Consulting Services.
TERM OF AGREEMENT
This Agreement shall be in full force and effect com e upon the date hereof
and concluding at the close of business on the same date in 2008 (termination
date"). Either party hereto shall have the right to terminate this Agreement
without notice in the event of the death, bankruptcy, insolvency, or assignment
for the benefit of creditors of the other party. Consultant shall have the right
to terminate this Agreement if company fails to comply with any of the material
terms of this Agreement, including without limitation its responsibilities for
fees as set forth in this Agreement, and such failure continues unremedied for a
period of sixty (60) days after written notice to the Company. Company shall
have the right to terminate this Agreement upon delivery to Consultant of notice
setting forth the facts comprising a material breach of this Agreement by
Consultant. Consultant shall have sixty (60) days to remedy such breach.
CONSULTING AGREEMENT
TIME DEVOTED BY CONSULTANT
It is anticipated that the Consultant shall spend as much time as deemed
necessary by the Consultant in order to perform the obligations of Consultant
hereunder. The company understands that this amount of time may vary and that
the Consultant may perform Consulting Services for other companies on
non-competing products. The company and Consultant agree that time is of the
essence in this agreement. Consultant will respond to requests for consultation
as promptly as possible but not to exceed two (2) weeks unless agreed to by the
company and the consultant.
PLACE WERE SERVICES WILL BE PERFORMED
The consultant will perform services in accordance with this Agreement at
Consultant's offices. In addition, the Consultant will perform services on the
telephone and at such other places as necessary to perform these services in
accordance with this Agreement.
COMPENSATION TO CONSULTANTS
The Consultant's compensation for the Consulting Services shall be set forth in
Exhibit B attached hereto and incorporated herein by this reference.
INDEPENDENT CONTRACTOR
Both company and the Consultant, agree that the Consultant will act as an
independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venture, agent, officer or employee of the Company.
CONFIDENTIAL INFORMATION
The Consultant and the Company acknowledge that each will have access to
proprietary information regarding the business operations of the other and agree
to keep all such information secret and confidential and not to use or disclose
any such information to any individual or organization without the
non-disclosing parties prior written consent. It is hereby agreed that from time
to time Consultant in the Company may designate certain disclosed information as
confidential for purposes of this Agreement.
INDEMNIFICATION
The Company herein agrees to indemnify and hold Consultant harmless from any and
all liabilities incurred by Consultant insofar as such liabilities arise out of
or are based solely upon (I) any material misstatement or omission contained
documents provided by the Company, or (ii) any intentional actions by the
Company, direct or indirect, in violation of any applicable federal or state
laws.
CONSULTING AGREEMENT
Consultants hereby agrees to indemnify and hold the Company harmless from any
and all liabilities incurred by the Company, insofar as such liabilities arise
out of or are based solely upon (1) any actions by Consultant, its officers,
employees, agents, or control persons, direct or indirect, in violation of any
applicable federal or state laws regulations, or (ii) any breach of this
Agreement by Consultant.
The indemnity obligations of the parties under this paragraph shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Consultant, and any other such persons or
entities mentioned hereinabove.
COVENANTS OF CONSULTANT
Consultant covenants and agrees with the Company that, in performing Consulting
Services, Consultant will:
Not make any representations other than those expressly set forth in documents
provided by the Company; and
Not publish, circulate or otherwise use any materials other than materials
provided by or otherwise approved by the Company.
MISCELLANEOUS
ATTORNEYS'Fees,if either party files any action or brings in proceeding against
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the other or arising in or out of this Agreement, than the prevailing party
shall be entitled to reasonable attorneys' fees.
Waiver .No waiver by a party of any provision of this Agreement shall be
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considered a waiver or any other provision or any subsequent breach of the same
or any other provision. The exercise by a party of any other remedy provided in
this Agreement or at law shall not prevent the exercise by that party of any
other remedy provided in this Agreement or at law.
Assignment. This Agreement shall be binding upon inure to the benefit of the
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parties hereto and no assignment shall be allowed without first obtaining the
written consent of the non-assigning ply,
Severability. If any condition or covenants herein contained is held to be
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invalid or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of this Agreement and shall in no way effect the
other covenants and conditions contained herein.
Amendment. This Agreement may be amended only by a written agreement executed by
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all parties hereto.
HEADINGS,TITLES OR CAPTIONS, CONTAINED HEREIN ARE INSERTED AS A MATTER OF
CONVENIENCE AND FOR REFERENCE, AND IN NO WAY DEFINE, LIMIT, EXTENT, OR DESCRIBE
THE SCOPE OF THIS CONSULTING AGREEMENT
Agreement or any provisions here of. No provision in this Agreement is to be
interpreted for or against either party because that party or his legal
representative drafted such provision.
Notice,all written notices, the demand, or request of any kind, which either
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party may be required or any desired to serve on any other in connection with
this Agreement, must be served by registered or certified mail, with postage
prepaid and returned receipt requested. In lieu of mailing, either party may
cause delivery of such notice, demands and requests to be made by personal
service, facsimile transmission, provided that acknowledgement of receipt is
made. Notice shall be deemed given upon personal delivery of receipt a facsimile
transmission, or two (2) days after mailing, all notices, demands, and request
shall be delivered as follows:
If to the Company:
SeaLife Corporation 0000 X. Xxxxxxxx Xxxxxx Xxxxxx, XX 00000
If to the Consultant:
Xxxx Xxxxxx X.X. Xxx 000 Xx Xxxxxx, XX 00000
Entire Agreement. This Agreement, including any Exhibits or Schedules attached
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hereto, contains all of the representations, warranties and the entire
understanding and agreement between the parties. Correspondents, memoranda, or
agreements, whether written or oral, originating before the date of this
Agreement are replaced in total with this Agreement unless otherwise especially
stated.
Counterparts Facsimile Signatures. This Agreement may be executed simultaneously
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in one or more counterparts, each of which shall deem an original all of which
together shall be deemed a valid and binding execution of this Agreement.
Governing Law and Venue. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California which would apply if both
parties were residents of California and this Agreement was made and performed
in California. In any legal action, involving this Agreement or the parties'
relationship, the parties agree that the exclusive venue for any lawsuit shall
be in the state or federal court located within the County of Orange,
California. The parties agree to submit to the personal jurisdiction of the
state and federal courts located within Orange County, California.
CONSULTING AGREEMENT
IN WITNESS WHEREOF, the parties here to have placed their signatures here on the
day in your first above written.
Company
SeaLife Corporation.
/s/ Xxxxxx XxXxxxxx
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By Xxxxxx XxXxxxxx President
Consultant
Consultant
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
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By Xxxx Xxxxxx
CONSULTING AGREEMENT
EXHIBIT A
DESCRIPTION OF CONSULTING SERV"ICES
SEALIFE CORPORATION
The purpose of the Consulting Agreement is to maintain the company at the
cutting edge of technology in the worldwide market place.
To meet this goal Consultant will provide the following:
0.Xx provide all necessary support to comply with the regulations of various
governmental authorities.
0.Xx assist the company in solving specific marketing and or environmental
problems that is important for the growth and development of the company.
3. To assist the company in constant improvement in the products to meet cost
effective requirements of the market place.
0.Xx assist the company in developing operational protocols to achieve the best
performance from the products.
5. To assist the company in over all support and advise on the operation of the
company's business.
6. To assist the company in the purchase or manufacturer of the products or
their components.
CONSULTING AGREEMENT
EXHIBIT B TERMS OF COMPENSATION SEALIFE CORPORATION.
The Consultant shall be paid $10,000 per month starting Jan 2003
Payment shall be due on the 10`h of the month . The consultant shall also be
reimbursed for any prior approved expenses incurred at the request of the
company.
