CONSULTING AGREEMENT
This agreement is entered into between Paragon Real Estate and Development,
LLC, a Colorado Limited Liability Corporation (hereafter also PRE) and Celebrity
Sports Network, Inc., a Colorado Corporation (hereafter also Client), with
reference to the following facts.
Client has expressed a desire to enter into this exclusive agreement with
PRE to provide consulting services for Client. PRE is in the business of
providing such services and desires to enter into an agreement with Client to
provide these services. This agreement is for the purpose of defining the
services to be provided and the rights and responsibilities of both parties.
1. SERVICES PROVIDED BY PRE
1. PRE agrees to provide consulting services to Client and will make
itself available to render advice to Client concerning certain issues such
as an outline for business plan development, developing a marketing plan,
client development, and business development, and any other such subjects
as may be necessary in fulfilling this Agreement.
II. RESPONSIBILITIES OF CLIENT
1. Client agrees to prepare or assist in the preparation of the
development of the business and marketing plan.
2. Client agrees to provide PRE with information about the clients
business in order to assist PRE in developing the business and marketing
plan.
III. CASH COMPENSATION
For services rendered, as described above, PRE will receive the
following cash compensation: $5,000
If the Client should, for whatever reason, terminate or withdraw from
this Agreement, the Client agrees that PRE's fee will be the amount that
the Client may have paid or is required to pay under this Agreement as of
the date of termination or withdrawal.
IV. REPRESENTATIONS BY PRE
PRE represents, warrants, and covenants the following:
1. PRE is a Limited Liability Corporation duly organized and existing
under the laws of the State of Colorado and is in good standing with the
jurisdiction of its incorporation.
2. PRE will disclose to Client all material facts and circumstances
which may affect its ability to perform its undertaking herein.
3. PRE will cooperate in a prompt and professional manner with Client,
its attorneys, accountants and agents in the performance of this Agreement.
V. REPRESENTATIONS OF CLIENT
Client represents, warrants and covenants the following:
1. Client will cooperate fully with PRE in executing the
responsibilities required under this Agreement so that PRE may fulfill its
responsibilities in a timely manner.
2. Client will neither circumvent this agreement either directly or
indirectly nor will it interfere with, impair, delay or cause PRE to
perform work not described in this Agreement.
3. Client and each of its subsidiaries is a corporation duly organized
and existing under the laws of its state of incorporation and is in good
standing with the jurisdiction of its incorporation in each state where it
is required to be qualified to do business.
VI. CONFIDENTIALITY
PRE agrees that all information received from Client shall be treated
as confidential information and PRE shall not share such information with
any other person or entity, except as are required by PRE to fulfill this
Agreement, without the express written consent of Client, unless such
disclosure will not cause damages to Client.
Client agrees not to divulge any named source (i.e. lenders,
institutions, investors, personal contacts, Broker Dealers, etc.) which may
be introduced to Client by PRE, for a period of one (1) year from the
execution of this Agreement. Furthermore, Client agrees not to circumvent,
either directly or indirectly, the relationship that PRE has with said
sources.
VI. NOTICES
Any notices from either party to the other shall be deemed received on
the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the date it has
been transmitted. Any notice sent by mail by either party to the other
shall be deemed received on the third business day after it has been
deposited at a United States Post Office. For purposes of delivering or
sending notice to the parties under this Agreement such notices shall be
delivered or sent as follows:
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Paragon Real Estate and Dev., LLC
0000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxx, Xxxxxxxx 00000
Celebrity Sports Network, Inc.
0000 Xxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
VII. ENTIRE AGREEMENT
Neither party has made representations to the other which is not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties which have been entered into prior or
contemporaneously with the formation of this Agreement. All oral promises,
agreements, representations, statements and warranties herein, after
asserted by one party against the other, shall be deemed to have been
waived by such party asserting that they were made and this Agreement shall
supersede all prior negotiations, statements, representations, warranties
and agreements made or entered into between the parties to this Agreement.
VIII. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under
this Agreement without the express written consent of the other party.
IX. CONSTRUCTION
This Agreement shall be governed by the laws of the State of Colorado.
It shall also be construed as if the parties participated equally in its
negotiation and drafting. The Agreement shall not be construed against one
party over another party.
X. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation of
this Agreement, the prevailing party shall be entitled to recover its costs
of suit and reasonable attorneys fees from the other party, in addition to
any other relief granted.
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XI. WAIVER
The waiver of any provision of this Agreement by either party shall
not be deemed to be a continuing, waiver or a waiver of any other provision
of this Agreement by either party.
XII. SEVERABILITY
If any provision of this Agreement or any subsequent modifications
hereof are found to be unenforceable by a court of competent jurisdiction,
the remaining provisions shall continue to remain in full force and
effects.
XIII. AUTHORITY TO ENTER INTO AGREEMENT
The individual signing this Agreement below represent to each other
that they have the authority to bind their respective corporations to the
terms and conditions of this Agreement. The individuals shall not, however,
have personal liability by executing this Agreement and sign this Agreement
only in their representative capacities as authorized officers of the
Client and PRE respectively.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement on the 6th day of January, 2000.
Celebrity Sports Network, Inc. Paragon Real Estate and Dev., LLC
/s/ R. Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxxx
-------------------------------- ------------------------------------
Authorized Corporate Officer Authorized Corporate Officer
R. Xxxxx Xxxxxxx, President Xxxxx Xxxxxxxx, Manager
-------------------------------- ------------------------------------
Print Name/Title Print Name/Title
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