CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This professional consulting agreement is entered into by and between
▇▇▇▇▇▇▇ ▇. ▇▇▇, whose principal place of business is ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇.▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, hereafter referred to as
"Consultant", and ▇▇▇▇▇▇▇▇.▇▇▇ Inc., a business entity duly organized
and operating under the laws of the State of Nevada, whose business
address is ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇, U.S.A., hereafter referred to as "maxxZone." Both
Consultant and maxxZone may be collectively referred to as the
"parties."
In consideration of the mutual promises, covenants and
representations made herein, the parties agree as follows:
WHEREAS, maxxZone is a business entity duly organized and
operating under the laws of the State of Nevada; and
WHEREAS, maxxZone is engaged in the lawful business of developing
and marketing for sale sporting goods; and,
WHEREAS, maxxZone desires to establish a professional consulting
relationship with Consultant, for the main purpose of having
Consultant endeavor to use his professional expertise towards
identifying and presenting maxxZone with potential product
distribution, marketing and sales opportunities; and to provide
maxxZone with essential office facilities and services for Canada
WHEREAS, Consultant is desirous of formalizing a contractual
Relationship with maxxZone for the express purpose of identifying
prospective and acceptable product distribution, marketing and sales
opportunities for maxxZone, and for maxxZone to have access to
Canadian office facility from which to conduct its Canadian business
activities
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS
AGREEMENT
Section 1.01 Parties to this agreement are Consultant and maxxZone.
Section 1.02 For the purposes of this agreement, the parties'
respective addresses are:
▇▇▇▇▇▇▇▇.▇▇▇ Inc: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇.
Consultant: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇.▇. ▇▇▇▇▇▇▇ ▇▇,
▇▇▇ ▇▇▇, ▇▇▇▇▇▇
Section 1.03 Any formal notices or communications needed to be made
pursuant to this agreement, with the exception of typical daily
communications necessary in order to fulfill the services which
are the subject matter of this agreement, must be made to the
respective parties at the addresses indicated in Section 1.02
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ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations
assumed by the parties hereunder, shall last for a specific term
of TWO Years from the date this agreement is signed by the
parties hereto. If the parties hereto do not sign this agreement
on the same day, then the term of the agreement shall be for ONE
Year from the latter date this agreement is signed by either
party.
Section 2.02 After this agreement becomes effective by both parties
signing it, and after the term expires, this agreement may be
renewed for another OBE Year term, as long as both parties are
amenable to such a renewal. This renewal shall be accomplished by
the parties signing a letter of renewal at least thirty (30) days
before the original or pending twelve months term expires. This
letter of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to a
single twelve months extension. Both parties must sign the letter
of renewal. Once signed, the exact terms of this contract will be
extended another twelve months, along with the same obligations
and consideration on each parties behalf, that is, Consultant
will continue to provide the same services provided for herein to
maxxZone, and maxxZone will compensate Consultant similarly as
provided for in the first or then pending twelve months term.
Section 2.03 If the parties do decide to renew the terms of this
agreement for a successive ONE Year term, all of the terms,
provisions, covenants and obligations of this agreement will be
renewed, unless otherwise modified pursuant to the express
agreement of the parties herein.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original term of this agreement, neither
maxxZone or Consultant desires to continue on with the provisions
hereof, then the declining party shall communicate this fact to
the other at least thirty days before the expiration of the
twelve months term, and the contract will lapse due to expiration
of time.
Section 3.02 If, however, either party commits a material breach of
the covenants and obligations assumed hereunder, then, for cause,
the non-breaching party may choose to terminate this agreement,
and stop either performing the services called for herein, or
cease paying the consideration called for in this agreement. A
material breach of this agreement will mean either party's
failure to live up to the covenants and obligations assumed
hereunder. If either party believes that a material breach of
this agreement has, or is about to occur, then the ostensible non-
breaching party shall communicate in writing with the breaching
party and attempt to resolve any dispute. If the dispute cannot
be resolved, then the parties agree to submit the dispute to
arbitration. The parties shall choose an arbitrator from the list
of arbitrators available at the ▇▇▇▇▇ County Superior Court,
Nevada. The parties shall bear the costs of arbitration equally.
The parties agree that the arbitration shall be non-binding and
shall be governed by the rules set forth in the Nevada Code of
Civil Procedure applying to Civil Arbitration. The parties agree
that if arbitration or other legal proceedings need to be
initiated to enforce the terms or provisions of this agreement,
the prevailing party, as that party is determined by an
arbitrator or a court of competent jurisdiction, shall have the
right to recover all costs and reasonable attorneys fees. Both
parties agree to submit to the jurisdiction of the Superior Court
for the State of Nevada, County of ▇▇▇▇▇▇ City.
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ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES -
SERVICES AND CONSIDERATION THEREFOR
Section 4.01 Consultant agrees to perform the following consulting
services on maxxZone's behalf:
a. Meeting and conferring with maxxZone's management, board of
directors, officers, accountants, managers, employees and the
like in reviewing product distribution, marketing and sales
opportunities for Canada; and
b. Reviewing such documentation as Consultant may find necessary
in evaluating potential product distribution, marketing, sales,
strategic alliance and joint-venture opportunities on behalf of
maxxZone, including but not exclusive to due diligence of
prospective business and marketing, distribution and sales
partners, for the Company's products to be marketed in Canada
c. Performing any cost analysis that Consultant determines is
necessary in formulating plans, advice, recommendations and
proposals to maxxZone regarding potential product marketing,
distribution and sales; and
d. Providing Canadian office facilities and address for the
Company, for the co-ordination of marketing, distribution and
sales of the Company's products
e. Consultant shall render such consulting services
under this Agreement at own cost
Section 4.02 As compensation for the faithful services assumed
herein by Consultant, maxxZone agrees to pay to Consultant ONE
MILLION FIVE HUNDRED THOUSAND (1,500,000) shares of common
securities in maxxZone.
a. It is agreed to by the parties hereto that said payment of
stock shall become due and payable immediately upon the execution
of this agreement.
b. It is also expressly agreed to by the parties hereto that said
payment of FREE-TRADING stock by maxxZone to Consultant shall
be non-cancelable.
Section 4.03 maxxZone also agrees to reimburse Consultant for any
and all reasonable costs incurred by Consultant in the
performance of the duties undertaken by this agreement,
including, but not limited to: travel expenses, and long distance
phone charges.
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Section 4.03 maxxZone also agrees to reimburse Consultant for any
and all reasonable costs incurred by Consultant in the
performance of the duties undertaken by this agreement,
including, but not limited to: travel expenses, and long distance
phone charges.
ARTICLE FIVE: MODIFICATION
Section 5.01 This agreement, and the terms hereunder, cannot be
modified unless by a signed writing executed by the parties
hereto. The parties acknowledge that this agreement is the final
expression of their agreement, and merges any and all previous
oral and written agreements, negotiations and communications.
ARTICLE SIX: GOVERNING LAW
Section 6.01 This agreement shall be governed and interpreted by the
laws of the State of Nevada.
ARTICLE SEVEN: EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular clause or
part of this agreement, or any obligation hereunder, shall not
constitute a waiver of any or all of the remaining portions of
this agreement. Likewise, the waiver by either party of any
specific remedy, or part thereof, provided for under this
agreement, shall not limit the waiving party's right to any other
remedy provided for under the law of the State of Nevada.
ARTICLE EIGHT: AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have complete
authority to enter into this agreement either individually, or in
a representative or agency capacity with a corporate, or other
business entity.
ARTICLE NINE: NO EMPLOYMENT RELATIONSHIP
Section 9.01 It is recognized and affirmed by the parties hereto,
that Consultant is an independent contractor. Neither Consultant
nor Consultant's employees (if any) or contract personnel are, or
shall be deemed, maxxZone's employees. In its capacity as an
independent contractor, Consultant agrees and represents, and
maxxZone agrees, as follows:
a. Consultant reserves the right to perform services for others
during the term of this agreement; however, Consultant will not
perform services for any competitors of maxxZone's during the term of
this agreement, or for a period of two years after the services
rendered under this Agreement have been completed.
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b. Consultant has the sole right to control and direct the means,
manner and method by which it performs the services to be rendered
pursuant to this agreement. Consultant has the right to perform the
services required under this agreement at any place or location or at
any time it determines is appropriate.
c. Consultant has the power to hire assistants, subcontractors, or
to use employees or contract personnel to provide the services agreed
to herein. The services to be provided by Consultant to maxxZone are
to be performed solely by Consultant, or any assistants,
subcontractors, employees or contract personnel whom Consultant deems
are necessary to perform said services. maxxZone shall not hire,
supervise or control any assistants to help Consultant, and neither
shall maxxZone provide any training to said personnel. maxxZone shall
not require that Consultant, or any of Consultant's employees,
assistants, contract personnel or subcontractors devote full time to
the services to be performed herein.
d. Consultant has complied with all federal, state and local laws
requiring business permits, certificates, and licenses required to
carry out the services to be performed under this agreement.
e. maxxZone will not withhold FICA from Consultant's payments or
make FICA payments on Consultant's behalf; maxxZone will not
make state or federal unemployment compensation contributions on
Consultant's behalf; or, withhold state or federal income taxes from
Consultant's payments.
f. Consultant understands that neither Consultant nor Consultant's
employees or contract personnel are eligible to participate in any
employee pension, health, vacation pay, sick pay, or other fringe
benefit plan of maxxZone.
g. maxxZone shall not obtain workers' compensation insurance on
behalf of Consultant or any of Consultant's employees, or contract
personnel. If Consultant does have to hire employees or contract
personnel in order to perform the services contemplated under this
agreement, then Consultant will bear all responsibility for acquiring
workers' compensation insurance and agrees to hold maxxZone harmless
from any claim for workers' compensation benefits filed by one of
Consultant's employees, subcontractors or contract personnel in
performing the services rendered under this Agreement. Consultant also
agrees to hold maxxZone harmless from all costs and attorney's fees in
the event that any claim contemplated under this section by one of
Consultant's employees or contract personnel is filed.
h. maxxZone shall make no state or federal unemployment compensation
payments on behalf of Consultant or any of Consultant's
subcontractors, employees, or contract personnel. Consultant will not
be entitled to these benefits in connection with work performed under
this agreement.
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ARTICLE TEN: CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that each of
them (and their respective employees, consultants and
subcontractors) may have disclosed to it, in connection with the
rendition of services and performance of their obligations of
this agreement, confidential and/or proprietary information of
the other party. The parties hereto agree that said confidential
or proprietary information shall be held strictly confidential,
and that should legal action become necessary to enforce this
clause, the non-breaching party shall recover costs and
attorney's fees as expressed herein.
ARTICLE ELEVEN: ASSIGNMENT
Section 11.01 Neither party hereto may assign this Agreement without
the prior written consent of the other party signed by such other
party's duly authorized representative, which consent may be
given or withheld in the sole discretion of the applicable party
whose consent is requested.
ARTICLE TWELVE: NOTICES
Section 12.01 All notices in connection with this agreement shall be
deemed given as of the day they are sent by electronic
transmission, sent by facsimile or deposited with a commercial
courier for delivery to other party at the following addresses:
maxxZone:
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ 3214, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇.
and
Consultant: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇.▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.▇▇▇, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: President/CEO
Dated: December 17, 2003
CONSULTANT
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇
Dated: December 17, 2003
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