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Exhibit 10.50
FINANCIAL AND BUSINESS MANAGEMENT CONSULTING CONTRACT
This Agreement is made effective June 1, 2000, by and between XXXxxxx.xxx,
Inc., a Nevada corporation with its principal place of business in Phoenix, AZ
("IPVC") and Growth Capital Xxxxxxxxx.xxx, LLC, a Delaware company with its
principal place of business in Lancaster, PA ("Consultant").
WHEREAS, IPVC desires to obtain financial and business management consulting
services from Consultant; and
WHEREAS, Consultant has a background in financial and business management
consulting and is willing to provide such services to IPVC.
THEREFORE, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Consultant will provide financial and business
management consulting services to IPVC.
2. PERFORMANCE OF SERVICES. IPVC shall provide overall direction to
Consultant, and Consultant shall determine the manner in which the services are
to be performed and the specific hours to be worked by Consultant. IPVC will
rely on Consultant to work as many hours as are reasonably necessary to fulfill
Consultant's obligations under this agreement. Consultant may employ, at its
discretion and with the prior approval of IPVC, professional and other services
as are reasonably necessary to fulfill its obligations under this agreement, and
will be reimbursed for such expenses.
4. PAYMENT. IPVC promptly shall pay upon the presentation of a monthly
invoice the usual and customary fees for such services, as determined from time
to time by the parties hereto.
5. EXPENSE REIMBURSEMENT. IPVC promptly shall reimburse upon the presentation
of bills reasonable and necessary expenses related to the services, including
professional and other fees, at the time such expenses are incurred by
Consultant.
6. SUPPORT SERVICES. IPVC shall provide support services to Consultant
adequate to permit Consultant to fulfill its obligations under this agreement,
including access to its facilities, officers, employees and pertinent company
records.
7. TERM/TERMINATION. Services will be provided at the direction of IPVC for
an indefinite term. Either party on thirty days notice to the other may
terminate this agreement at any time.
8. RELATIONSHIP OF PARTIES. The parties agree that Consultant is an
independent contractor and not an employee with respect to IPVC, and that IPVC
has no obligations resulting from this agreement as would arise if Consultant
were an employee
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of IPVC.
9. DISCLOSURE. Consultant shall disclose any conflict that would impair its
ability to provide the services.
10. EMPLOYEES. The provisions of this agreement shall bind Consultant's
employees who perform services under this agreement. If requested, Consultant
will provide evidence that such person are Consultant's employees.
11. INJURIES. Consultant acknowledges its obligation to provide insurance
coverage for itself and its employees and the IPVC does not provide worker's
compensation coverage for Consultant or its employees.
12. LIABILITY. Consultant and its employees and agents shall not be liable to
IPVC or to any person or entity who claims any right through IPVC or due to any
relationship with IPVC for any acts or omissions in the provision of services
under this agreement, except those that are determined by a fact finder to have
resulted from gross negligence or willful misconduct. In addition, IPVC agrees
to indemnify and hold harmless Consultant, its employees and agents from all
claims, losses, expenses, and fees including attorney fees and costs that ever
may arise from such acts or omissions. Damages shall be limited to actual
economic loss and shall not exceed the amount of consulting fees actually paid
to Consultant under this agreement.
13. ASSIGNMENT. Consultant's obligations under this agreement may not be
assigned without IPVC's prior written consent.
14. CONFIDENTIALITY. Any information received by Consultant while providing
services under this agreement concerning the affairs of IPVC that is not
otherwise public will be treated by Consultant in full confidence and will not
be revealed to any other person. Upon request, Consultant will return all
documents in its possession that contain such information.
15. NOTICES. All notices under this agreement shall be in writing and shall be
deemed delivered when delivered in person or deposited in the normal mail,
postage prepaid, addressed as follows:
Xxxxxxx X. Will, President and Chief Operating Officer
XXXxxxx.xxx, Inc.
0000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxxx X. Xxxxxxx, Vice President
Growth Capital Xxxxxxxxx.xxx, LLC.
00 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
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Parties may change their address by providing written notice as set
forth above.
16. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties.
17. AMENDMENT. This agreement may be amended only if in writing and signed by
both parties.
18. SEVERABILITY. If any provision of this agreement is held to be invalid or
unenforceable, the remaining provisions shall continue to be valid and
enforceable, and if the provision can be limited so as to become valid and
enforceable, it shall be deemed to be so limited.
19. NO WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this agreement shall not be construed as a waiver or limitation of
that party's right subsequently to enforce that or any other provision of this
agreement.
20. APPLICABLE LAW, ARBITRATION AND LIMITATIONS. Pennsylvania law shall govern
this agreement. The parties to any claim or dispute relating to this agreement
or the services provided hereunder shall resolve the dispute first by
negotiating the matter in good faith and, failing that, by binding arbitration
in Lancaster, PA, by the American Arbitration Association under its Commercial
Arbitration Rules. Judgment upon an arbitration award may be entered in any
court having jurisdiction thereof. The party submitting a claim or dispute to
arbitration shall advance the arbitration fees. The losing party shall pay the
costs of arbitration, and shall reimburse the advancing party. Submissions to
arbitration must occur within one year of the act or omission that gave rise to
the claim or dispute, or the matter shall be barred.
XXXxxxx.xxx, Inc.
By: /s/ Xxxxxxx X. Will
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Xxxxxxx X. Will, President and Chief Operating Officer
Growth Capital Xxxxxxxxx.xxx, LLC
By: /s/ X.X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, Vice President
