Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (herein the "Agreement") is entered into this
13th Day of September, 2004 by and between AGU ENTERTAINMENT CORP, a Colorado
corporation, (herein "the Company") and XXXXX XXXXXXX, located at 00 Xxxxxxxx
Xxxx, Xxxxxxx, XX 00000, (herein "the Consultant").
RECITALS
The Consultant provides financial and strategic planning services (the
"Services") to private and public companies. The Company desires to obtain the
assistance of the Consultant, and the Consultant is willing to provide such
assistance, with respect to the Services.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties, the Company and the Consultant hereby agree as follows:
I. ENGAGEMENT
The Company hereby engages and retains the Consultant as non-exclusive
Business Consultant for and on behalf of the Company to perform the Services (as
that term is hereinafter defined) and the Consultant hereby accepts such
appointment on the terms and subject to the conditions herein set forth and
agrees to use its best efforts in providing such Services.
II. INDEPENDENT CONTRACTOR
A The Consultant is, and in all respects deemed to be, an
independent contractor in the performance of its duties
hereunder, any law of any jurisdiction to the contrary
notwithstanding.
B The Consultant will not, by reason of this Agreement or the
performance of the Services, be or be deemed to be, an employee,
agent, partner, co-venturer or controlling person of the Company,
and the Consultant will have no power to enter into any agreement
on behalf of or otherwise bind the Company.
C The Consultant will not have or be deemed to have, fiduciary
obligations or duties to the Company and will be free to pursue,
conduct and carry on for its own account (or for the account of
others) such activities, employment ventures, businesses and
other pursuits as the Consultant in its sole, absolute and
unfettered discretion may elect.
D Notwithstanding the above, no activity, employment, venture,
business or other pursuit of the Consultant during the term of
this Agreement will conflict with the Consultant's obligations
under this Agreement or be adverse to the Company's interests
during the term of this Agreement.
III. SERVICES
CONFIDENTIAL INITIAL:
COMPANY:
CONSULTANT:
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The Consultant agree to provide the following, hereafter collectively
referred to as the "Services":
A. Assist the Company and/or any of its affiliates, associates, or
co-brokers in strategic planning initiatives, financial advisory
services, business consulting and such other services as the
Company and the Consultant decide. If requested by the Company,
the Consultant will agree to serve on an advisory board of the
Company.
B. Best Efforts. The Consultant will devote such time and best
efforts to the affairs of the Company as is reasonable and
adequate to render the Services contemplated by this Agreement.
C. In conjunction with the Services, the Consultant agrees to:
1. Make itself available to the officers of the Company at such
mutually agreed upon place during normal business hours for
reasonable periods of time, subject to reasonable advance
notice and mutually convenient scheduling, for the purpose
of advising the Company in the preparation of such reports,
summaries, corporate and/or transaction profiles, due
diligence packages and/or other material and documentation
("Documentation") as will be necessary, in the opinion of
the Consultant, to properly present the Company to other
entities and individuals that could be of benefit to the
Company.
2. Make itself available for telephone conferences with the
principal financial sales and/or operating officer(s) of the
Company during normal business hours.
3. Advise the Company's management in evaluating proposals and
participating in negotiations with prospective investors,
investor groups or their agents.
IV. EXPENSES
Both the Consultant and the Company will be responsible for their own
normal and reasonable out-of-pocket expenses. "Normal and reasonable
out-of-pocket expenses" will include but are not limited to:
accounting, long distance communication, express mail, outside
Consultant, etc., and other costs involved in the execution of this
Agreement.
V. COMPENSATION
Full compensation for all services hereunder shall be as follows:
A. 500,000 shares of common stock of the Company to be issued upon
execution of this Agreement. The Shares offered hereunder will
not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction. As a result,
the Shares cannot be transferred or otherwise disposed of without
registration under the Securities Act or, if applicable, the
securities laws of any state or other jurisdiction, absent an
otherwise applicable exemption there from, if any.
VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
A. EXECUTION. The Execution, delivery and performance of this
Agreement, in the time and manner herein specified, will not
conflict with, result in a breach of, or constitute a default
under any existing agreement, indenture, or other instrument to
which either entity may be bound or affected.
CONFIDENTIAL INITIAL:
COMPANY:
CONSULTANT:
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B. Corporate Authority. Both the Company and the Consultant have
full legal authority to enter into this Agreement and to perform
the same in the time and manner contemplated.
C. The individuals whose signatures appear below are authorized to
sign this Agreement on behalf of their respective corporations.
D. The Company will cooperate with the Consultant, and will promptly
provide the Consultant with all pertinent materials and requested
information in order for the Consultant to perform its Services
pursuant to this Agreement.
VII. TERM AND TERMINATION
A. This Agreement shall be effective upon its execution and shall
remain in effect for One (1) year.
B. Either party shall have the right to terminate this engagement
hereunder by furnishing the other with a 30-day written notice of
such termination.
C. However, no termination of this Agreement by the Company shall in
any way affect the right of the Consultant to receive, as a
result of its services rendered, the compensation granted
hereunder.
VIII. CONFIDENTIAL DATA
A. The Consultant shall not divulge to others, any trade secret or
confidential information, knowledge, or data concerning or
pertaining to the business and affairs of the Company, obtained
by the Consultant as a result of its engagement hereunder, unless
authorized, in writing, by the Company.
IX. OTHER MATERIAL TERMS AND CONDITIONS:
A. INDEMNITY. Each party hereby agrees to indemnify the other from
any claims, losses or damages arising from any material breach of
this agreement. Such indemnification shall include payment of
judgments, if any, and costs of legal representation and court
costs, if any.
B. ADDITIONAL INSTRUMENTS. Each of the parties shall, from time to
time, at the request of others, execute, acknowledge and deliver
to the other party any and all further instruments that may be
reasonably required to give full effect and force to the
provisions of this Agreement.
C. ENTIRE AGREEMENT. Each of the parties hereby covenants that this
Agreement is intended to and does contain and embody herein all
of the understandings and Agreements, both written or oral, of
the parties hereby with respect to the subject matter of this
Agreement, and that there exists no oral agreement or
understanding expressed or implied liability, whereby the
absolute, final and unconditional character and nature of this
Agreement shall be in any way invalidated, empowered or affected.
There are no representations, warranties or covenants other than
those set forth herein.
CONFIDENTIAL INITIAL:
COMPANY:
CONSULTANT:
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D. GOVERNING LAWS. This Agreement shall be deemed to be made in,
governed by and interpreted under and construed in all respects
in accordance with the laws of the State of Florida irrespective
of the country or place of domicile or residence of either party.
In the event of controversy arising out of the interpretation
construction, performance or breach of this Agreement, the
parties hereby agree and consent to the jurisdiction and venue of
the District or County Court of Dade County, Florida; or the
United States District Court for the Southern District of
Florida, and further agree and consent that personal service or
process in any such action or proceeding outside of the State of
Florida and Dade County shall be tantamount to service in person
within Dade County, Florida and shall confer personal
jurisdiction and venue upon either of said Courts.
E. ASSIGNMENTS. The benefits of the Agreement shall inure to the
respective successors and assigns of the parties hereto and of
the indemnified parties hereunder and their successors and
assigns and representatives, and the obligations and liabilities
assumed in this Agreement by the parties hereto shall be binding
upon their respective successors and assigns; provided that the
rights and obligations of the Company under this Agreement may
not be assigned or delegated without prior consent of the
Consultant, and any such purported assignment shall be null and
void. Notwithstanding the foregoing, the Consultant may not
assign or delegate its obligations and rights under this
Agreement without consent of the Company, in the Company's sole
discretion.
F. ORIGINALS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an
original and constitute one and the same agreement. Facsimile
copies with signatures shall be given the same legal effect as an
original.
G. ADDRESSES OF PARTIES. Each party shall, at all times, keep the
other informed of its principal place of business if different
from that stated herein, and shall promptly notify the other of
any change, giving the address of the new place of business or
residence. The address of the respective parties follows
hereunder:
AGU Entertainment Corp.
00000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxx, XX 00000
(000) 000-0000
Xxxxx Xxxxxxx
00 Xxxxxxxx Xxxx,
Xxxxxxx, XX 00000
H. NOTICES. All notices that are required to be or may be sent
pursuant to the provision of this Agreement shall be sent by
certified mail, return receipt requested, or by overnight package
delivery service to each of the parties at the address appearing
herein, and shall count from the date of mailing or the validated
air xxxx.
CONFIDENTIAL INITIAL:
COMPANY:
CONSULTANT:
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I. MODIFICATION AND WAIVER. A modification or waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed with the same formality as this Agreement.
The failure of any party to insist upon strict performance of any
of the provisions of this Agreement shall not be construed as a
waiver of any subsequent default of the same or similar nature or
of any other nature.
J. ATTORNEYS' FEES. If any arbitration, litigation, action, suit, or
other proceeding is instituted to remedy, prevent or obtain
relief from a breach of this Agreement, in relation to a breach
of this Agreement or pertaining to a declaration of rights under
this Agreement, the prevailing party will recover all such
party's attorneys' fees incurred in each and every such action,
suit or other proceeding, including any and all appeals or
petitions there from. As used in this Agreement, attorneys' fees
will be deemed to be the full and actual cost of any legal
services actually performed in connection with the matters
involved, including those related to any appeal or the
enforcement of any judgment calculated on the basis of the usual
fee charged by attorneys performing such services.
IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS CONSULTING AGREEMENT THIS
15TH DAY OF SEPTEMBER 2004
AGU ENTERTAINMENT CORP
/S/ XXXXX XXXX SEPTEMBER 13, 1004
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XXXXX XXXX, PRESIDENT DATED
/S/ XXXXX XXXXXXX SEPTEMBER 15, 2004
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XXXXX XXXXXXX DATED
CONFIDENTIAL INITIAL:
COMPANY:
CONSULTANT:
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