CONSULTING AGREEMENT
XxxxXxxx.xxx Inc - Mr. F.R.
Xxxxx
AGREEMENT dated February 28th of 2003 between Xxxx X. Xxxxx, of
00 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 (the
"Consultant"), and XxxxXxxx.xxx, Inc., a business entity duly
organized and operating under the laws of the State of Nevada,
whose business address is 0000 X. Xxxxx Xxxxxx Xxxxxxx, Xxxxx
0000, Xxx Xxxxx, Xxxxxx,. (MaxxZone).
WHEREAS, MaxxZone is engaged in the business of international
development and marketing of telecommunications carrier networks
and technologies; (the "Business") via its divisions China
MaxxTEL, and future divisions such as MaxxTEL.
WHEREAS, MaxxZone wishes to retain the Consultant as an
independent contractor, and the Consultant wishes to be retained
in such capacity and perform certain services for MaxxZone to
promote the interests of the Business.
THEREFORE, the parties hereto agree as follows:
a. Consulting.
(1) MaxxZone hereby retains Consultant and Consultant hereby
accepts such engagement, for the term and under the
conditions and requirements specified herein, with such
duties and responsibilities as may reasonably be assigned to
pursuant to this Agreement, including research, development,
implementation and management all of the telecommunications
business of MaxxZone, serving in the position of President to
its planned international telecommunications division China
MaxxZone, and the management of any of its future divisions
and/or acquisitions such as MaxxTEL. The Consultant's
compensation shall be that specified below.
(2) Consultant's principal duties shall include providing new
business opportunities in the international
telecommunications arena, including the marketing of carrier
networks and wireless transmission technologies to
significantly increase the revenue streams in 2003 and
beyond, and position the company as a viable provider of
telecommunications services to carriers in the international
markets. However, Consultant shall have no authority to
accept, reject, or modify any contract entered into by
MaxxZone's officers or directors, without the express written
consent of MaxxZone.
(3) Consultant shall receive a compensation, as a recognized
senior executive in the industry, of TWO Million (2,000,000)
fully paid and non-assessable freetrading shares of common
securities in MaxxZone, for each of the various services
consultant performs as required by the Senior Management of
MaxxZone (the "Compensation"). Consultant shall xxxx MaxxZone
for all ordinary, reasonable and necessary business expenses
and MaxxZone shall pay such amounts in a timely manner.
Compensation shall become due and payable immediately upon
the execution of this Agreement.
(4) The Consultant shall devote Consultant's best efforts, at
the times and places reasonably deemed appropriate to the
duties hereunder. However, it is expressly agreed that
Consultant may serve as a consultant, manager, investor, or
employee to other persons, without limitation.
5) The principal place of business of the Consultant shall be
at such places as Consultant, in Consultant's reasonable
discretion, may choose from time to time. Consultant shall
provide not less than twenty (20) days advance notice of any
change in the principal place of business.
b. Status.
The Consultant shall be treated in all respects as an independent
contractor and MaxxZone shall not withhold any taxes on account
of services rendered to it by Consultant. Consultant represents
that Consultant regularly holds itself out as a consultant to
others, maintains its own office, has business cards other than
for the services provided to MaxxZone, and assumes all risk of
Consultant's classification as an independent contractor and not
an employee.
c. Term of Retainer.
The term for which Consultant shall be retained hereunder shall
commence on the date hereof and shall terminate upon the earlier
of (i) the cessation of the Business of MaxxZone; (ii) the death
or substantial disability of Consultant; or (iii) the last day of
the twelfth month following the date of this Agreement. However,
notwithstanding anything herein to the contrary, this Agreement
shall terminate on February 28, 2004.
d. Extension, Termination and Arbitration.
(1) If Consultant shall be terminated by MaxxZone, Consultant
shall be entitled to any amounts due and owing as compensation
under their agreement to the extent earned, as defined herein, on
a pro-rata beyond the period covered by the initial issuance of
shares, plus reimbursement for Ordinary, reasonable and necessary
expenses incurred prior to termination.
(2) If Consultant engagement by MaxxZone is terminated for any
reason, Consultant agrees to protect the value of MaxxZone's
Confidential Information and Inventions and will prevent their
misappropriation or disclosure. Consultant agrees not to disclose
any Confidential Information or Inventions for Consultant's
benefit or the benefit of any third party, or to the detriment of
MaxxZone or its Clients.
(3) Any disputes arising between the Consultant and MaxxTEL shall
be settled by Arbitration in the State, and under the laws of,
Nevada.
e. Disability or Death.
The Consultant shall be deemed substantially disabled if (i) the
Consultant and MaxxZone agree that the Consultant is
substantially disabled; or (ii) for a period
of thirty (30) consecutive days, the Consultant is unable, as a
result of any physical, mental or emotional illness, ailment, or
accident effectively discharge Consultant's duties hereunder. If
the Consultant shall be substantially disabled as defined herein,
MaxxZone may then immediately upon Notice to the Consultant
terminate this Agreement and MaxxZone's obligation to pay the
Consultant the Compensation hereunder will likewise terminate.
f. Expenses.
MaxxZone shall be responsible for any and all ordinary,
reasonable and necessary expenses which Consultant incurs in
performing the duties assigned hereunder. The Consultant shall be
responsible to provide reasonable corroboration to MaxxZone one
of any such expenses.
g. Notices.
All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or
mailed, b either registered mail or certified mail return receipt
requested, to the parties hereto at the addresses listed herein,
or at such other address for a party as shall be specified b
notice given pursuant hereto ("Notice").
h. Miscellaneous.
(I) This Agreement constitutes the entire agreement between the
parties hereto, supersedes all existing agreements between them,
and cannot be changed or terminated except by a written
agreement. signed by the parties and may not be assigned by
either party.
(2) This Agreement shall be construed in accordance with the
substantive law of Nevada.
Executed for and on behalf of the Parties on the date first
written above.
For MaxxZone, Inc.
Signed By: /s/ Xx. X.X. Xxxx
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Xx. X.X. Xxxx, Chairman
Signed By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
For Consultant
Signed By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
