EXHIBIT 10.9
CONSULTING AGREEMENT
AGREEMENT MADE this 2ndt day of January, 2003, by and between Xxxxxxxx
Xxxxxx & Company, Inc. whose mailing address is (herein referred to as "MMC"),
and Xxxx International, Inc., a Florida corporation with its executive office
located at 000 Xxxxxxxx Xxx., PMB 000-000, Xxxx Xxxx Xxxxx, Xxxxxxx, 00000
(hereinafter referred to as "EII ").
WHEREAS, EII is engaged in the business of payment security solutions; and
WHEREAS, EII is desirous of utilizing MMC's services as a consultant with
respect to finance solutions, accounting, and other business services;
NOW THEREFORE, in consideration of the mutual promises herein contained and
other good and valuable consideration, the receipt and sufficiency of which
being hereby acknowledged, the parties do hereby agree as follows:
1. Retention as Consultant
A. MMC shall act as consultant to EII. In such capacity, to the extent
deemed reasonable by mutual agreement of MMC and EII, and at the reasonable
convenience of MMC, MMC shall provide services and consultation on matters
connected with the Business, including, but not limited to, various verbal or
written advice on business and finance issues of EII, attendance at meetings,
interviews, or other scheduled events at EII's corporate offices or other
locations; guidance and advice on contracts and events and other
mutually-agreeable duties or functions. The services to be performed in
connection with this agreement are not in connection with the offer or sale of
securities in a capital-raising transaction, and MMC will not directly or
indirectly promote or maintain a market for the Company's securities. It is
expressly understood and agreed that MMC, or any of its employees, shall not be
an employee of EII.
2. Practice by Consultant.
Except as provided herein, nothing in this Agreement shall prevent MMC or
its principals from (a) providing consulting services to any person,
individuals, partnerships, corporations or other entities; (b) becoming an
employee, officer or director of another person, individual, partnership,
corporation, or other entity.
3. Compensation.
A. As consideration for the services hereunder, EII shall pay to MMC, $1,200
per man and per day for services provided during 2003. MMC shall xxxx EII
no less than quarterly for services provided during 2003.
B. All payments due MMC hereunder shall be made with regards to accurate
invoices issued by MMC to EII. Each invoice will state the number of days
spent by MMC and the tasks achieved during these days.
C. EII shall have the option of pre-paying any and all amounts due hereunder.
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4. Duration and Termination.
The term of this Agreement shall be for twelve (12) months beginning upon
the second day of January 2003. Either party may cancel this Agreement with
thirty (30) days notice at any time but EII shall be responsible for payment to
MMC of any payments due as a result of services provided and proof demonstrated
of those services by MMC.
This Agreement is renewable upon the mutual written consent of both parties
within thirty (30) days from the termination date of December 31, 2003.
5. Arbitration of Disputes.
All disputes, claims, and questions regarding the rights and obligations of
the parties under the terms of this Agreement shall first be submitted to
mediation. In the event the mediation is unable to resolve such dispute(s), then
either party may make a demand for arbitration by filing such demand in writing
with the other party within thirty (30) days after the dispute first arises.
Thereafter, arbitration shall be conducted by three arbitrators, sitting in Palm
Beach, Florida, and acting under the rules of the American Arbitration
Association.
6. Confidentiality.
In further consideration of the payment of the aforesaid sum, the parties
do hereby agree that for a period of thirty (30) months from the date of this
Agreement all accounting information, client data, letters, documents, and all
other materials, whether written or oral, and in all other tangible or
intangible forms, relating to the Business; all technical, financial, legal or
business information related to any of the parties involved in the Business
herein; and all other aspects of the Business, all of which of the above being
deemed to be confidential and proprietary information, are and shall remain
confidential and shall not be disclosed to anyone except as may be required for
disclosure to governmental agencies, compliance with any directives of any
Courts, and reporting on any income tax return.
7. Default.
No party shall be in default under this Agreement, until written
notification of a claimed default is received by the perceived defaulting party
and such stated default is not cured within 30 days notice to the defaulting
party.
8. Entire Agreement.
This Agreement shall constitute the entire agreement between the parties
hereto and any prior understanding or representation of any kind preceding the
date of this Agreement shall not be binding by either party except to the extent
incorporated in this Agreement.
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9. Modification of Agreement.
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party hereto or by an authorized
representative of each party hereto.
10. Notices.
Any notice provided for or concerning this Agreement shall be in writing
and be deemed sufficiently given once sent by certified or registered mail
return receipt requested if sent to the respective address of each such party
who is to receive notice.
11. Governing Law.
It is agreed that this Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida.
12. Effect of Partial Invalidity.
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. In the event that any
provision of this Agreement is held to be invalid, the parties hereto agree that
the remaining provisions shall be deemed in full force and effect as if they had
been executed by both parties subsequent to the deletion of the invalid
provision.
13. Assignment of Duties to Related Corporations of EII.
The parties acknowledge and agree that the obligations of MMC hereunder may
be performed for EII, or such other related corporations as may be directed by
EII.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date first written above with intent to be legally bound.
XXXXXXXX XXXXXX & COMPANY, INC.
/s/ Xxxxxxxxxx Xxxxxxxxxxx
By: __________________________________
Xxxxxxxxxx Xxxxxxxxxxx
President
XXXX INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxxx
By: __________________________________
Xxxxxxx Xxxxx
Vice President & Director
/s/ Xxxxx Xxxxxxxx
By: __________________________________
Xxxxx Xxxxxxxx
Vice President & Director
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