CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made effective this 15th day of
May, 2002 by and between Liquidix, Inc., a Florida Corporation, ("Client") and
Xxxxxxx X. Xxxxxx, an individual ("Consultant").
RECITALS
A. Consultant is in the business of providing consulting services
concerning the design and implementation of Accounting and Internal Control
systems for publicly held corporations.
B. Client wishes to engage the services of Consultant to assist Client
in providing the following services:
Design and assist in the design and implementation of accounting and
internal control systems.
C. Consultant agrees to be retained for the foregoing purposes subject to
the terms and conditions hereof.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are expressly acknowledged. Client and
Consultant agree as follows:
1. Recitals
The foregoing recitals are true and correct and are incorporated herein by
reference.
2. Engagement of Consultant
Client retains Consultant to advise and consult with the customers of
Client concerning corporate matters falling within the scope of this agreement.
3. Compensation
For Consulting Services rendered, Client will compensate Consultant by
issuance of one hundred thousand shares of its freely tradable common shares.
For Consultation on matters not expressly provided for herein, Client shall
compensate Consultant as may be agreed to by the parties in connection with
those specific services. Consultant will supply Client with a written estimate
of the total const of projects assigned by Client outside the scope of this
agreement and receive Client's written approval to proceed with the project.
4. Term of Agreement
The initial term of this Agreement shall be twelve (12) months. Either
party may terminate this Agreement upon thirty day (30) written notice pursuant
to Section 10 (E) below.
5. Best Efforts Basis
Consultant agrees that it shall, at all times, faithfully and to the best
of it's experience, ability, and talents, perform all the duties that may be
required of and from the Client pursuant to the terms of this Agreement.
Consultant does not guarantee or warrant that its efforts shall have any impact
on Client's business or that any subsequent financial improvement shall result
from the Consultant's efforts. Consultant retains the right to subcontract for
certain of the services covered in this Agreement, but will compensate the
subcontractors for services and will be responsible for the quality of the
services rendered by said subcontractors.
6. Client's Right to Approve Consultant's Actions
Client expressly retains the right to approve, in its sole discretion, the
services provided by Consultant that involve Client. Consultant and Client
mutually agree that Consultant is not authorized to enter into agreements on
behalf of Client.
7. Cost and Expenses
Consultant shall be responsible for paying all expenses incurred during and
in relation to Consultant's performance under this Agreement, including, but not
limited to, travel expenses, telephone calls, and mailing expenses, and other
expenses required for the performance of Consultant's services.
8. Non-Exclusive Services
Client acknowledges that consultant is currently providing service of the
same or similar nature to other parties and Client agrees that Consultant is
not prevented from rendering services of the same nature to any other individual
or entity. Consultant understands and agrees that Client shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant. Consultant shall
advise Client of Consultant's position with respect to any activity, employment,
business arrangement or potential conflict of interest which may be relevant to
this Agreement.
9. Consultant is not an Agent
Consultant's obligations under this Agreement consist solely of the
Consulting Services described herein. In no event, shall Consultant be
considered to act as the agent of Client or otherwise represent or bind the
Client. For the purposes of this Agreement, Consultant is an independent
contractor. All final decisions with respect to acts of Client or its
affiliates, whether or not made pursuant to or in reliance on information or
advice furnished by Consultant hereunder, shall be those of Client or such
affiliates and Consultant shall, under no circumstances, be held liable for any
expense incurred or loss suffered by Client as a consequence of such action or
decision.
10. Miscellaneous
A. Authority. The execution and performance of this Agreement has been
duly authorized by all requisite action. This Agreement is a valid and binding
obligation of the parties hereto.
B. Amendment. This Agreement may be amended or modified at any time and
in any manner only by an instrument in writing executed by the parties hereto.
C. Waiver. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach of this Agreement shall
operate as a waive of any subsequent right or remedy arising from a subsequent
breach of this Agreement. The consent of any party, where required hereunder,
to any act or occurrence shall not be deemed to be consent to any other act or
occurrence.
D. Assignment. Neither this Agreement nor any right created by it shall
be assignable by either party without the prior written consent of the other.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
person, other than the parties and their successors, any right or remedies under
this Agreement.
E. Termination. Each party may terminate this Agreement with thirty (30)
days notice of such intent to be delivered to the other party as provided for in
10 (F). The termination will be effective upon the passage of thirty (30) days
or the completion of any project presently assigned to Consultant. Completion
is defined as final payment made for all services to be made to Consultant and
winding up o duties assigned by Client.
F. Notice. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, when deposited in the
mails for transmittal by certified or registered mail, postage prepaid, when
deposited with a courier such as Federal Express to the last known address or
when sent by facsimile transmission with a confirming copy by the first class
mail, provided that such communication is addressed:
In the case of Consultant to: Xxxxxxx X. Xxxxxx
0000 XX Xxxxxxxxx
Xxxxxxxx, XX 00000
In the case of Client to: Xxxxxxx X. Xxx
00000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Or to such other person or address designated by the parties hereto to receive
notice. Any such notice shall be deemed received the earlier of actual receipt
or five (5) business days following deposit of the same.
G. Heading and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text of this
Agreement, the text shall control.
H. Entire Agreement. This instrument contains the entire Agreement
between the parties with respect to the transaction contemplated by the
Agreement and no other prior written or oral statement or agreement shall be
recognized or enforced. This Agreement may be executed in any number of
originals, each of which will constitute only one and the same instrument.
I. Effect of Partial Invalidity. In the event that any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained any such invalid,
illegal or unenforceable provisions.
J. Controlling Law. The validity, interpretation, and performance of this
Agreement shall be controlled by and construed under the laws of the State of
Arizona. Any legal action brought hereunder shall be properly commenced and
venue shall lie only in a state or federal court of competent jurisdiction
located in Maricopa County, Arizona.
K. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover actual
attorney's fees for any action described in this paragraph or may be enforced in
separate action brought for determining attorney's fees.
L. Time is of the essence to this Agreement and of each and every
provision hereof.
M. Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further actions as may be necessary or convenient to effect the transactions
described herein.
N. Further Actions. At any time, and from time to time, each party hereto
agrees to take actions and to execute and deliver documents, at it's own
expense, as may be reasonably necessary to effectuate the purpose of this
Agreement.
O. Indemnification. Client and Consultant agree to indemnify, defend, and
hold each other harmless from and against all third party demands, claims,
actions, losses, damages, liabilities, costs and expenses, including without
limitation, interest, penalties and attorney's fees, expenses asserted against
or imposed or incurred by either party by reason of or resulting from a breach
or any representation, warranty, covenant condition or agreement of the other
party to this Agreement.
P. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties hereto
and their successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such intent.
Q. Facsimile Counterparts. If a party signs this Agreement and transmits
an electronic facsimile of the signature page to the other party, the party who
receives the transmission may rely upon the electronic facsimile as a signed
original of this Agreement.
R. Confidentiality. Client and Consultant agree that all information
furnished to Consultant in the course of performing the Consulting Services
shall be held in strict confidence and shall not, without the prior written
consent of Client, be disclosed in any manner whatsoever, in whole or in part,
and shall not be used by Consultant for any purpose other than fulfilling the
Consultant Services detailed herein. The term "information" shall include,
but is not limited to, all documents, contracts, memoranda, customer lists,
analyses, compilations, data studies, financial data, and other materials
submitted to Consultant.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
written above.
(Client)
By: Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: Vice President
(Consultant)
By: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
