CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the 16TH day of August, 1999, by and between World InterNetWorks, Inc., a
Nevada corporation (the "Corporation"), and Fairway Capital Partners, LLC, a
Florida corporation (the "Consultant").
1. Appointment of Consultant. The Corporation appoints the Consultant
and the Consultant accepts appointment on the terms and conditions provided in
this Agreement as a consultant to the Corporation's business, including any
other corporations hereafter formed or acquired by the Corporation to engage
in any business.
2. Board of Directors Supervision. The activities of the Consultant to
be performed under this Agreement shall be subject to the supervision of the
Board of Directors of the Corporation (the "Board") to the extent required by
applicable law or regulation and subject to reasonable policies not
inconsistent with the terms of this Agreement adopted by the Board and in
effect from time to time. Where not required by applicable law or regulation,
the Consultant shall not require the prior approval of the Board to perform
its duties under this Agreement.
3. Authority of Consultant. Subject to any limitations imposed by
applicable law or regulation, the Consultant shall render management,
consulting and financial services to the Corporation which services shall
include advice and assistance concerning any and all aspects of the
operations, planning and financing of the Corporation as needed from time to
time, including conducting relations on behalf of the Corporation with
accountants, attorneys, financial advisors and other professionals as to
services already approved for payment by the Board of Directors, the Chairman
of the Board of Directors or the President. The Consultant will also make
reports to the Corporation as requested by the Board of Directors. The
Consultant will use its best efforts to cause its employees and agents to give
the Corporation the benefit of their special knowledge, skill and business
expertise to the extent relevant to the Corporation's business and affairs
(including, without limitation, financing and securities affairs). In
addition, the Consultant shall render advice and expertise (including, without
limitation, financing and securities expertise) in connection with any
acquisitions or dispositions undertaken by the Corporation and shall from time
to time bring to the attention of the Corporation such investment and other
acquisition opportunities as the Consultant deems appropriate in its sole
discretion.
4. Reimbursement of Expenses; Independent Contractor. All obligations
or expenses reasonably incurred by the Consultant in the performance of its
duties under this Agreement which are performed with the prior written or oral
approval of the Corporation shall be for the account of, on behalf of, and at
the expense of the Corporation; provided that no such written or oral approval
shall be required for reimbursement of any individual expense which is less
than $500. The Consultant shall not be obligated to make any advance to or
for the account of the Corporation or to pay any sums, except out of funds
held in accounts maintained by the Corporation nor shall the Consultant be
obligated to incur any liability or obligation for the account of the
Corporation without assurance that the necessary funds for the discharge of
such liability or obligation will be provided. The Corporation shall
reimburse each such expense within 15 days of submission by the Consultant
to the Corporation of a properly documented expense report. The Consultant
shall be an independent contractor, and nothing contained in this Agreement
shall be deemed or construed (i) to create a partnership or joint venture
between the Corporation and the Consultant, or (ii) to cause the Consultant to
be responsible in any way for the debts, liabilities or obligations of the
Corporation or any other party, or (iii) to constitute the Consultant or any
of its employees as employees, officers or agents of the Corporation. The
Consultant shall not hold itself out or permit itself to be regarded (to the
extent practical) as an employee, officer or agent of the Corporation and
shall strictly avoid any act or omission that may reasonably lead to a
contractual or tortious claim against or liability to the Corporation.
5. Other Activities of Consultant; Investment Opportunities. The
Corporation acknowledges and agrees that neither the Consultant nor any of the
Consultant's employees, officers, directors, affiliates or associates shall be
required to devote full time and business efforts to the duties of the
Consultant specified in this Agreement, but instead shall devote only so much
of such time and efforts as the Consultant reasonably deems necessary. The
Corporation further acknowledges and agrees that the Consultant and its
affiliates are engaged in the business of investing in, acquiring and/or
managing businesses for the Consultant's own account, for the account of
unaffiliated parties, and understands that the Consultant plans to continue to
be engaged in such businesses (and other business or investment activities)
during the term of this Agreement. No aspect or element of such activities
shall be deemed to be engaged in for the benefit of the Corporation or any of
its subsidiaries nor to constitute a conflict of interest. Furthermore,
notwithstanding anything herein to the contrary, the Consultant shall be
required to bring only such investments and/or business opportunities to the
attention of the Corporation as the Consultant, in its sole discretion, deems
appropriate.
6. Compensation of Consultant. In consideration of Consultant's
agreement to provide the management services described herein, the Corporation
will pay a cash consulting and management fee equal to $5,000 per month
(payable each month in advance) for the first three months, $10,000 per month
for the fourth, fifth, and sixth month, and $15,000 for the remaining months
from the date hereof through [July 31], 2002.
7. Term. This Agreement shall commence as of the date hereof and shall
remain in effect through [July 31], 2002.
8. Termination Upon Breach. Either the Corporation or the Consultant
may terminate this Agreement in the event of the breach of any of the material
terms or provisions of this Agreement by the other party, which breach is not
cured within 10 business days after notice of the same is given to the party
alleged to be in breach by the other party.
9. Standard of Care. The Consultant (including any person or entity
acting for or on behalf of the Consultant) shall not be liable for any
mistakes of fact, errors of judgment, for losses sustained by the Corporation
or for any acts or omissions of any kind (including acts or omissions of the
Consultant), unless caused by intentional misconduct, recklessness or gross
negligence of the Consultant.
10. Confidentiality. All information, knowledge and data relating to or
concerned with the operations, business and affairs of the Consultant or the
Corporation which are exchanged by the parties hereto in connection with the
performance by the Consultant of its duties hereunder shall be the property of
the Corporation and be treated as confidential information and shall be held
in a fiduciary capacity by the parties hereunder. The Consultant shall not
disclose or divulge such information to any firm, person, corporation or other
entity other than as required by law or in connection with the performance of
its duties hereunder.
11. Non-Competition. During the "Restricted Period" (as hereinafter
defined), the Consultant agrees not to in any capacity, either separately,
jointly or in association with others, directly or indirectly do any of the
following: (a) employ or seek to employ any person or agent who is then
employed or retained by the Corporation (or who was so employed or retained at
any time within the two (2) years prior to the date either Consultant employs
or seeks to employ such person); and (b) solicit, induce, or influence any
proprietor, partner, stockholder, lender, director, officer, employee, joint
venturer, investor, consultant, agent, lessor, supplier, customer or any other
person which has a business relationship with the Corporation or any
subsidiary, at any time during the Restricted Period, to discontinue or reduce
or modify the extent of such relationship with the Corporation. The
"Restricted Period" shall mean one (1) year after the date of termination of
this Agreement.
12. Indemnification of Consultant. The Corporation hereby agrees to
indemnify and hold harmless the Consultant and its present and future
officers, directors, affiliates, employees and agents ("Indemnified Parties")
to the fullest extent permitted by law. The Corporation further agrees to
reimburse the Indemnified Parties on a monthly basis for any cost of defending
any action or investigation (including attorneys' fees and expenses), subject
to an undertaking from such Indemnified Party to repay the Corporation if such
party is determined not to be entitled to such indemnity.
13. Assignment. Without the consent of the Consultant, the Corporation
shall not assign, transfer or convey any of its rights, duties or interest
under this Agreement, nor shall it delegate any of the obligations or duties
required to be kept or performed by it hereunder. The Consultant shall not
assign, transfer or convey any of its rights, duties or interests under this
Agreement, nor shall it delegate any of the obligations or duties required to
be kept or performed by it under this Agreement, except that the Consultant
may transfer its rights and obligations hereunder to one of its affiliates.
14. Notices. All notices, demands, consents, approvals and requests
given by either party to the other hereunder shall be in writing and shall be
personally delivered or sent by registered or certified mail, return receipt
requested, postage prepaid, to the parties at the following addresses:
If to the Corporation: World InterNetWorks, Inc.
000 Xxxxx Xxxxxxxx Xx.
Xxxx, Xxxx 00000
Attention: Xxxxxx X Xxxxxx
If to the Consultant: Fairway Capital Partners, LLC
00 X Xxxx Xx., Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Any party may at any time change its respective address by sending written
notice to the other party of the change in the manner herein above prescribed.
15. Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or enforceable, shall not be affected thereby, and
each term or provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.
16. No Waiver. The failure by any party to exercise any right, remedy
or elections herein contained or permitted by law shall not constitute or be
construed as a waiver or relinquishment for the future exercise of such right,
remedy or election, but the same shall continue and remain in full force and
effect. All rights and remedies that any party may have at law, in equity or
otherwise upon breach of any term or condition of this Agreement, shall be
distinct, separate and cumulative rights and remedies and no one of them,
whether exercised or not, shall be deemed to be in exclusion of any other
right or remedy.
17. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the matters herein contained and
any change or modification must be in writing and signed by the party against
whom enforcement of the change or modification is sought.
18. Governing Laws. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Florida .
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Consulting
Agreement to be duly executed by their authorized representatives as of the
date first above written.
World InterNetWorks, Inc.
/s/ Xxxxxx X. Xxxxxx
By: ----------------------
Name: Xxxxxx X. Xxxxxx
Title: CEO/President
Fairway Capital Partners, LLC
By: /s/ Xxxxx Xxxxxxx
------------------
Name: Xxxxx Xxxxxxx
Title: President
