BUSINESS DEVELOPMENT AND FINANCIAL TRANSACTION CONSULTATION AGREEMENT
This agreement is executed on this the 4th day of March, 2002 by and
between Xxxxxxx Xxxxx, an independent consultant ("Consultant") and Xxxxx Xxxxx
and ARMITEC, INC. ("Company"), a publicly-traded Delaware corporation (whose
OTCBB symbol is AMTI), located at 0000 Xxxxxxx Xxxx, Xxxxxx, XX 00000
RECITALS:
WHEREAS, Consultant has expertise in the field of business development
and financial planning and has all the necessary resources to provide such
services; and
WHEREAS, the Company desires to utilize the business development
consulting and financial planning services offered by the Consultant ("the
Services") subject to the terms and conditions hereinafter set forth; and
WHEREAS, Consultant shall render services primarily at Consultant's
offices, but will, upon request, provide the services at Company's offices or
such other places as reasonably requested by Company as appropriate for the
performance of particular services; and
WHEREAS, Consultant's daily schedule and hours worked under this
Agreement on a given day shall generally be subject to Consultant's discretion.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereby agree as follows:
1. SERVICES. During the term hereof, Consultant will provide the following
services as requested by the Company:
A) Location and evaluation of a suitable merger candidate (on behalf of Armitec,
Inc.)
B) Underwriting of documentation, such as due diligence information, financial
analysis and business evaluations (pre- and post-investment scenarios)
C) Business expansion/restructuring plan development (if required)
D) Supplemental consultation on management, financing, marketing, business
opportunities to enhance operations and I.T. solutions
E) Assistance in business negotiations for finalizing acquisition via reverse
merger process
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2. DUTIES OF CONSULTANT. During the term hereof, Consultant will have the
following duties:
a) Consultant's services will be performed in accordance with all
applicable federal, state, and local laws and regulations.
Consultant agrees its personnel shall comply with all
applicable laws and regulations, including compliance with all
Company policies and procedures.
b) Consultant's professional services will be provided only at
the request and order of the Company.
c) Consultant's professional services and all pertinent
information for performance of the same by Consultant's
personnel shall be coordinated through communication with the
Company.
d) All services provided to Company by Consultant and its
personnel shall be performed within the general scope of
business standards in a professional and competent manner.
Services will be performed without discrimination on the basis
of race, color, creed, sex, age, religion, national origin,
disability, or economic status.
3. BILLING FOR THE SERVICES. Each party shall provide the other with that
information reasonably required to effectuate billing hereunder.
|X| Consideration. Company ("AMTI") agrees to pay Consultant a fee
for the Services by way of the delivery by Company ("AMTI") of
2,200,000 shares of Company's ("AMTI's") free trading common
stock as total compensation. All shares transferred are
considered fully earned and non-assessable as of the date
hereof, resulting in Consultant's ownership of the foregoing
shares vesting on the Effective Date. The shares will be
registered with the United States Securities and Exchange
Commission on Form S-8.
4. TERM. Consultant shall provide services to Company pursuant to this
Agreement for a period of one (1) year commencing on February 26th
2002.
5. INDEMNIFICATION.
The Company hereby agrees to hold harmless, indemnify and defend
Consultant and its directors, officers, affiliates, agents, and
employees from and against any and all claims, causes of action,
injuries, expenses (including reasonable attorney's fees) and damages
arising out of or claimed to arise out of personal injury or property
damage caused by any act or omission on the part of the Company, its
agents or employees, arising out of this Agreement or the performance
or failure to perform any of the Company's obligations in connection
with this Agreement, provided that to the extent on the part of both
Consultant and Company, Company's indemnity obligation will apply only
to the relative extent or percentage of Company's negligence, as
opposed to the Consultant's negligence, in connection with such matter.
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6. CONFIDENTIALITY. During the term of this Agreement, and thereafter for
a period of two (2) years, Consultant shall not, without the prior
written consent of Company, disclose to anyone any Confidential
Information. "Confidential Information" for the purposes of this
Agreement shall include Company's proprietary and confidential
information such as, but not limited to, customer lists, business
plans, marketing plans, financial information, designs, drawings,
specifications, models, software, source codes, and object codes.
Confidential Information shall not include any information that:
a) is disclosed by Company without restriction;
b) becomes publicly available through no act of Consultant;
c) is rightfully received by Consultant from a third party.
7. TERMINATION.
a) This Agreement may be terminated by Company as follows:
i) A material breach or default by Consultant of any other
material obligation in this Agreement, which breach or default
is not cured within five (5) days of written notice from
Company.
b) Consultant may terminate Agreement as follows:
i) A material breach or default of any material obligation of
Company in this Agreement, which breach or default is not
cured within five (5) days of written notice from Consultant.
ii) If Company files protection under the federal bankruptcy laws,
or any bankruptcy petition or petition for receiver is
commenced by a third party against Company, any of the
foregoing of which remains viable for a period of sixty (60)
days.
8. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing. All notices shall be sent by registered
or certified United States mail, postage prepaid and return receipt
requested, to the following:
To Company: To Consultant:
Armitec, Inc. Xxxxxxx Xxxxx
Xxxxx Xxxxx Business Development Consultant
0000 Xxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
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9. LIMITED LIABILITY: The Consultant shall not be liable to the Company,
or to anyone who may claim any right due to its relationship with the
Company, for any acts or omissions on the part of the Consultant or the
agents or employees of the Consultant in the performance of the
Consultant services under this agreement, except when such acts or
omissions are due to willful misconduct or culpable negligence. The
Company shall hold the Consultant free and harmless from any
obligations, costs, claims, judgments, attorney's fees, or attachments
arising from or growing out of the services rendered to the Company
pursuant to the terms of this agreement or in any way connected with
the rendering of such services, except when the same shall arise due to
the willful misconduct or culpable negligence of the Consultant and the
Consultant are adjudged to be guilty of willful misconduct or culpable
negligence by a court of competent jurisdiction.
10. RELATIONSHIP OF PARTIES: The relationship of the parties hereto is
strictly that of owner and independent Consultant and under no
circumstances shall one party be considered as partner, joint venturer
or agent of the other. The Company shall not provide workers'
compensation, public liability or any other form of insurance for
Consultant.
11. ARBITRATION: Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association ("AAA") in
accordance with its Commercial Rules (including its Emergency Interim
Relief Procedures] and its supplementary procedures for Securities
Arbitration, and judgment on the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof. The matter shall
be heard in Georgia. The parties involved (both Company and
Consultant), for themselves and their respective successors in
interest, hereby irrevocably consent to such jurisdiction, venue and
binding arbitration, and hereby irrevocably waive any claim of forum
nonconveniens or right to change such venue or to litigate the
underlying dispute in court.
12. ASSIGNMENT: Neither party shall assign this Agreement without the prior
written consent of the other, which consent shall not be unreasonably
withheld or delayed.
13. AMENDMENTS: No amendments or modifications to this Agreement shall be
valid and binding unless in writing and executed in the same manner as
this Agreement.
14. GOVERNING LAW: The terms and provisions of this Agreement shall be
governed by the laws of the State of Georgia.
15. CIVIL RIGHTS: Consultant agrees to comply with Title VI of the Civil
Rights Act of 1964 and Sections 503-504 of the Rehabilitation Act of
1973, and all requirements imposed by or pursuant to the regulations of
the Department of Health and Human Services (45 C.F.R., parts 80 and 84
respectively) issued pursuant to these Acts.
16. ENTIRETY OF AGREEMENT: No prior stipulation, agreement of
understanding, verbal or otherwise, of the parties or their agents
shall be valid or enforceable unless referenced or embodied in the
provisions of this Agreement.
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17. WAIVER: Failure on the part of either party to insist in any instance
upon the strict observance by the other of any provision or term of
this Agreement shall not be construed as a waiver of that or any other
provision hereof.
18. NO THIRD PARTY BENEFICIARIES: None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforced by, any third parties who are not signatories to this
Agreement.
19. SEVERABILITY: The invalidity or unenforceability of any particular
provision hereof shall not affect the other provisions, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision had not been contained herein.
IN WITNESS WHEREOF, Consultant and the Company have caused this Agreement to be
executed on the day and year first above written.
"COMPANY" "CONSULTANT"
Company Name: Consultant's Name:
Armitec, Inc
Xxxxxxx Xxxxx
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
---------------------- ----------------------
Its:President Its: Business Development
Consultant
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