EXHIBIT 10.7
CONSULTING AGREEMENT
This consulting Agreement (this "Agreement") is made and entered into
as of October 15, 2002, by and between NetSol Technologies, Inc. F/K/A NetSol
International, Inc., a Nevada Corporation (hereinafter referred to as
the"Company") and Xxxx Xxxxx, an individual (hereinafter referred to as the
"Consultant" collectively, the "Parties").
RECITALS
WHEREAS, Consultant has certain sales and marketing experience pertaining to
sale of software and consulting services;
WHEREAS, the Company has the need to hire a Consultant in the sales and
marketing to promote the services and products offered by the Company; and
WHEREAS, the Company would like to engage the services of the Consultant and the
Consultant is interested in performing services for the Company.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
Attached hereto as Exhibit A and incorporated herein by this
reference is a description of the services to be provided by the
Consultant hereunder (the "Consulting Services"). Consultant hereby
agrees to utilize its best efforts in performing the Consulting
Services, however, Consultant makes no warranties, representations, or
guarantees regarding any corporate strategies attempted by the Company
or the eventual effectiveness of the Consulting Services unless
otherwise agreed to in writing.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect commencing
upon the date hereof. This Agreement has a term of 6 months beginning
on the date hereof. This Agreement shall be renewed automatically for
succeeding terms of 30 days unless either party gives written notice to
the other at least 30 days prior to the expiration of any term of their
intention not to review this Agreement. Either party hereto shall have
the right to terminate this Agreement without notice in the event of
the death, bankruptcy, insolvency, or assignment for the benefit of
creditors of the other party. The Company shall have the right to
terminate this Agreement upon delivery to Consultant of notice setting
forth with specificity facts comprising a material breach of this
Agreement by consultant. Consultant shall have 30 days to remedy such
breach. Each party shall have the right to terminate this Agreement
without cause upon 30 days written notice.
3. TIME DEVOTED BY CONSULTANT
It is anticipated that the Consultant shall spend as much time
as deemed necessary by the Consultant in order to perform the
obligations of Consultant hereunder. The Company understands that this
amount of time may vary and that the Consultant may perform Consulting
Services for other companies.
4. PLACE WHERE SERVICES WILL BE PERFORMED
The Consultant will perform most services in accordance with
this Agreement in the United States. In addition, the Consultant will
perform services on the telephone and at such other place(s) as
necessary to perform these services in accordance with this Agreement.
5. COMPENSATION TO CONSULTANT
The Consultant's compensation for the Consulting Services
shall be as set forth in Exhibit B attached hereto and incorporated
herein by this reference.
6. INDEPENDENT CONTRACTOR
Both Company and the Consultant agree that the Consultant will
act as an independent contractor in the performance of his duties under
this Agreement. Nothing contained in this Agreement shall be construed
to imply that Consultant, or any employee, agent or other authorized
representative of Consultant, is a partner, joint venture, agent,
office of employee of Company.
7. CONFIDENTIAL INFORMATION
The consultant and the Company acknowledge that each will have
access to proprietary information regarding the business operations of
the other and agree to keep all such information secret and
confidential and not to use or disclose any such information to any
individual or organization without the non-disclosing Parties prior
written consent. It is hereby agreed that from time to time Consultant
and Company may designate certain disclosed information as confidential
for purposes of this Agreement.
8. INDEMNIFICATION
The Company hereby agrees to indemnify and hold Consultant
harmless from any and all liabilities incurred by Consultant under the
Securities Act of 1933, as amended (the "Act"), the various state
securities acts, or otherwise, insofar as such liabilities arise out of
or are based upon (i) any material misstatement or omission contained
in any offering documents provided by the Company (ii) any actions by
the Company, direct or indirect, in connection with any offering by the
Company, in violation of any applicable federal or state securities
laws or regulations, or (iii) a breach of this Agreement by the
Company. Furthermore, the Company agrees to reimburse Consultant for
any legal or other expenses incurred by Consultant in connection with
investigating or defending any action, proceeding, investigation, or
claim in connection herewith. The indemnity obligations of the Company
under this paragraph shall
extend to the shareholders, directors, officers, employees, agents and
control persons of Consultant.
The indemnity obligations of the Parties under this paragraph
8 shall be binding upon and inure to the benefit of any successors,
assigns, heirs, and personal representatives of the Company, the
Consultant, and any other such persons or entities mentioned
hereinabove.
9. COVENENTS OF CONSULTANT
Consultant covenants and agrees with the Company that, in
performing Consulting Services under this agreement, Consultant will:
(a) Comply with all federal and state securities and corporate
laws;
(b) Not make any representations other than those authorized
by the Company, except as identified in paragraph 7;
(c) Not compete directly or indirectly with the Company (see
paragraph 10); and
(d) Not publish, circulate or otherwise use any solicitation
materials, investor mailings, or updates other than
materials provided by or otherwise approved by the
Company.
10. COVENANT NOT TO COMPETE
The Company anticipates conducting operations worldwide. In the event
there is a sale of shares by any party hereto and such shareholder
elects to no longer be actively involved in the operations of the
Company, Consultant agrees as follows:
(a) He shall not, either directly or indirectly, compete
with the Company as an owner, manager, operator, employee,
salesman, agent, consultant, shareholder, or other
participant, with the operations of the Company existing
at the time of such sale, for a five (5) year period of
time following the date of such sale (subject to any
limitations set forth herein), anywhere in the United
States.
(b) The covenant not to compete contained in this section 10
is intended as a separate covenant with respect to each
territory, or part thereof, set forth above. If any one of
the covenants is declared invalid for any reason, this
ruling shall not affect the validity of the remainder of
the covenants. The other covenants in the noncompetition
provision shall remain in effect as if the provision had
been executed without the invalid covenants. The Parties
hereby declare that they intend that the remaining
covenants of the provision continue to be effective
without any covenants that have been declared invalid.
(c) The covenant not to compete contained in this section 10
shall be binding upon and inure to the benefit of any
successor or assigns of the Parties, and such successor or
assign shall be deemed substituted for the Parties under
the terms of this Agreement. As used in this Agreement,
the term successor or assign shall be as a matter of
illustration and not of limitation, include any person,
form, corporation or other business entity which, at any
time, whether by merger, purchase or otherwise, acquires
all or substantially all of the assets or business of the
Company or substantially all of the shares of any
shareholder.
11. MISCELLANEOUS
(A) Any controversy arising out of or relating to
this Agreement or any modification or extension
thereof, including any claim for damages and/or
rescissions shall be settled by arbitration in
Los Angeles County, California in accordance
with the Commercial Arbitration Rules of the
American Arbitration Association before a panel
of three arbitrators. The arbitrators sitting in
any such controversy shall have no power to
alter or modify and express provisions of this
Agreement or to render any award which by its
terms effects any such alteration, or
modification subject to 11(G). This Section 11
shall survive the termination of this Agreement.
(B) If either party to this Agreements brings an
action on this Agreement, the prevailing party
shall be entitled to reasonable expenses
therefore, including, but not limited to,
attorneys' fees and expenses and court costs.
(C) This agreement shall inure to the benefit of the
Parties hereto, their administrators and
successors in interest. This Agreement shall not
be assignable by either party hereto without the
prior written consent of the other.
(D) This agreement contains the entire understanding
of the Parties and supersedes all prior
agreements between them.
(E) This Agreement shall be constructed and
interpreted in accordance with the governed by
the laws of the State of California.
(F) No supplement, modification or amendment of this
Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding
unless executed in writing by the party making
the waiver.
(G) If any provision hereof is held to be illegal,
invalid or unenforceable under present or future
laws effective during the term hereof, such
provision shall be fully severable. This
Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision
had never comprised a part hereof, and the
remaining provisions hereof shall remaining full
force and effect and shall not be affected by
the illegal, invalid or unenforceable provision
or by its severance here from.
IN WITNESS WHEREOF, the Parties hereto have placed their signatures
hereon on the day and year first above written.
NetSol Technologies, Inc.
a Nevada Corporation
/s/ Xxxxxx Xxxxxx
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BY: Xxxxxx Xxxxxx, CFO
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
Consultant shall perform the following services pursuant to the terms of this
Agreement:
Consultant shall use his marketing skills to promote the sale of the Company's
products and services.
EXHIBIT B
COMPENSATION FOR CONSULTING SERVICES
CASH COMPENSATION: From June 1, 2002 to December 31, 2002, Consultant shall
receive cash compensation of $5,000 per month. This will be reviewed at least
after 6 months.
STOCK OPTIONS: Consultant shall be granted 100,000 Options for shares of
restricted Rule 144 common stock with a strike price of $ 0.10. There will be
another 100,000 options at strike price of 0.50
Amended in October 15, 2003. Additional Stock Options under ESOP 2001. Total
grant 200,000 options with a strike price of $0.15.
CONVERSION: Consultant shall have the option of exercising his stock options
with the salary paid, by notifying the management in writing of his choice to do
so.
Initial: __/MC/___
Initial: NetSol __/NG/__