EXHIBIT 10.32
CONSULTING AGREEMENT
AGREEMENT, effective of the 26th day of October 1999 (the "Agreement"),
by and between Capital York, Inc. (the "Consultant") and Outlook Sports
Technology, Inc. (the "Company"), with its principal offices located at 000
Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH:
WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;
WHEREAS, Consultant and the Company desire to expand their relationship,
and the Company desires to enter into a formal consulting agreement with the
Consultant pursuant to which it will engage the Consultant for general
consulting services, including advice regarding mergers, acquisitions and
related matters.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:
1. TERM. Consultant hereby agrees to act as consultant on behalf of the
Company for a six month term commencing as of the date hereof (the "Term").
2. SERVICES. The consulting services to be provided by Consultant during
the Term shall be to advise and consult the Company regarding general business
matters including, but not limited to the evaluation and analysis of management
needs, prospective mergers, asset, business or other acquisition, and other
business combinations hereinafter ("Business Combinations") that the Company may
ask the Consultant to undertake. Consultant agrees to devote such time toward
the performance of its duties hereunder as it deems reasonably necessary. It is
not intended that such services require full time and effort by Consultant or
any of its employees. The Company acknowledges that Consultant and/or its
affiliates will provide consulting advice (of all types contemplated by this
Agreement and otherwise) to others, as well as Outlook Sports Technology, Inc.
Nothing herein contained shall be construed to limit and restrict Consultant in
conducting such business with respect to others, or in rendering such advise to
others. It is contemplated that the services of Consultant shall be performed in
the City and State of New York and nothing shall require Consultant to attend
meetings more frequently than three days in any calendar month. In addition to
the Compensation hereinafter set forth, Consultant shall receive $500.00 per
diem allowance for any day that his services are so required. In the event
Consultants services are requested outside of the New York City Metropolitan
area Company shall in addition to the per diem allowance provide Consultant with
first class air transportation to and from the location outside the New York
Metropolitan are and first class one bedroom suite hotel accommodations. Company
shall advise Consultant at least 30 days in advance of the date, time and place
of any contemplated meeting and shall be subject to Consultants prior
commitments.
3. COMPENSATION FOR SERVICES. For and in consideration for the services
rendered and to be rendered by Consultant as provided herein and in addition to
any other compensation previously or subsequently agreed to be paid to
Consultant, Company shall pay to Consultant the following: 10,000 shares of
common stock of Outlook Sports Technology, Inc. The foregoing shall be referred
to as "Compensation". The Company will make a best effort to register within
thirty days of the date of this Agreement and will make a best effort to file
with all the appropriate regulatory authorities including but not limited to the
SEC in said time frame.
4. ENTIRE AGREEMENT; WAIVERS; EXHIBITS. This Agreement supersedes any and
all agreements, arrangements and understandings between the parties hereto,
entered into or reached prior to the date hereof. Specifically, this Agreement
supersedes the Consulting Agreement dated March 22, 1998 which the parties
acknowledge was never performed, no obligation arose on behalf of the parties
and no payment was due to Consultant by the Company. No amendment, waiver or
discharge of any provisions hereof shall be effective unless in writing signed
by the parties hereto. All Exhibits attached hereto or incorporated herein by
reference, together with this Agreement, shall be and are one complete agreement
and constitute the entire agreement between the parties. This Agreement shall
inure to the successors and assigns of the parties hereto.
5. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when delivered personally or
three days after being sent by registered or certified mail, postage prepaid,
return receipt requested, to the address set forth on the first page of this
Agreement or such other address as any party may notify the other pursuant
hereto.
6. HEADINGS. The headings in the Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
7. CONSENT TO SERVICE OF PROCESS; JURISDICTION; VENUE. Each of the parties
hereto hereby consents to the personal jurisdiction of the United States
District Court for the Southern District of New York in any action, suit or
proceeding arising under this Agreement and agrees to bring any such action,
suit or proceeding only in such courts.
8. ASSIGNMENT. This Agreement may not be assigned by any party without the
express written consent of the other party.
9. GOVERNING LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof or the actual domiciles of the parties
hereto.
10. CONFIDENTIAL INFORMATION. During the Term of this Agreement and at all
times thereafter, CONSULTANT agrees that it will keep confidential and will not
use or divulge to any person, firm or corporation, without COMPANY's specific,
prior consent in writing (i) any confidential information concerning the
business affairs of COMPANY, or any of its affiliates; (ii) any trade secrets of
COMPANY, or any of its affiliates; or (iii) any other specialized information or
data relating to COMPANY, the COMPANY's Proprietary Rights, or any participants
therein, heretofore or hereafter learned, acquired or coming to CONSULTANT's
knowledge during the Term. Notwithstanding the above, the CONSULTANT shall have
no liability to COMPANY with regard to information which (i) was generally known
and available in the public domain at the time it was disclosed or becomes
generally known and available in the public domain through no fault of
CONSULTANT; (ii) was known to CONSULTANT at the time of disclosure as shown by
the files of CONSULTANT in existence at the time of disclosure; (iii) is
disclosed with the prior written approval of COMPANY; (iv) was independently
developed by CONSULTANT without any use of confidential information and by
employees or other agents of CONSULTANT who have not been exposed to such
confidential information; (v) becomes known to CONSULTANT from a source other
than COMPANY without breach of this Agreement by CONSULTANT and otherwise not in
violation of COMPANY's rights; and (vi) is disclosed pursuant to the order of a
court, administrative agency or other governmental body; provided, that
CONSULTANT shall provide prompt, advanced notice thereof to enable COMPANY to
seek a protective order or otherwise prevent such disclosure, and provided that
CONSULTANT's disclosure is limited to the expressly required by such court,
administrative agency or other governmental body.
11. INDEPENDENT CONTRACTOR RELATIONSHIP, The services rendered by
Consultant to the Company pursuant to this Agreement shall be as an independent
contractor, and this Agreement does not make Consultant the employee, agent or
legal representative of the Company for any purpose whatsoever, including,
without limitation, participation in any benefits or privileges given or
attended by the Company to its employees. No right or authority is granted to
Consultant to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of the Company. The Company shall not
withhold for Consultant any federal or state taxes from the amounts to be paid
to Consultant hereunder, and Consultant agrees that it will pay all taxes due on
such amounts.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, all effective as of
the date first written above.
Capital York, Inc. Outlook Sports Technology, Inc.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxxx
Xxxxxxx Xxxxxxx, CEO Xxxx Xxxxxx, CEO
