Exhibit 99.1
Form of Consulting Agreement
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into between XXXXxxXxxx.Xxx, Inc. a
Nevada Corporation (the "Company"), and Xxxxxxx X. Xxxxxxx (the
"Consultant"), effective this 2nd day of July, 2001.
WITNESSETH:
WHEREAS, the Company desires to retain the services of the Consultant and
the Consultant desires to provide services to the Company upon the terms and
conditions provided herein.
NOW, THEREFORE, in consideration of the premise and the covenants
hereinafter contained, the parties agree as follows:
1. Consulting Services. The Consultant agrees to provide consulting
services to the Company during the term of this Agreement. The nature of
services to be provided include:
(a) Review and advice concerning the technical design of existing and
planned products or services;
(b) Business development assistance;
(c) Sales assistance through the development of business models and
sales strategy;
(d) Strategic consulting regarding high level product planning; market
development, marketing and intellectual property planning;
(e) Introductions to strategic partners and other alliance candidates;
(f) Introductions to prospective customers for the Company's products
or services;
(g) Participation and attendance at meetings with the Company's Board
of Directors, management, vendors, customers, strategic partners
and advisors, as requested by the Company.
2. Extent of Services. The Consultant shall personally provide the
consulting services described herein. The Company understands that the nature
of the services to be provided are part time and that the Consultant will be
engaged in other business and consulting activities during the term of this
Agreement.
3. Term. The term of this Agreement shall commence as of the date
hereof and shall continue through July 2, 2002, unless sooner terminated as
provided herein.
4. Consideration. In consideration of the execution of this Agreement,
and the performance of his obligations hereunder, the Consultant shall receive
a fee of 150,000 registered common shares of the Company.
5. Expenses. The Company shall pay or reimburse the Consultant for all
reasonable travel, business and miscellaneous expenses incurred by the
Consultant in performing its duties under this Agreement.
6. Confidential Information.
(a) Confidentiality. Except as required in the performance of his
duties to the Company, the Consultant shall treat as confidential
and shall not, directly or indirectly, use, disseminate,
disclose, publish or otherwise make available any Confidential
Information (as hereafter defined) or any portion thereof. In
furtherance of the foregoing, the Consultant shall be permitted
to disclose Confidential Information to those of its employees,
managers, members, agents, accountants, attorneys and consultants
who reasonably need to know such information in order for the
Consultant to reasonably perform its duties hereunder
(b) Return of Confidential Information. Upon termination of this
Agreement, and upon the written request of the Company, all
documents, records, notebooks, computer files, tapes and
diskettes and similar repositories containing Confidential
Information, including copies thereof, then in the Consultant's
possession, whether prepared by him or others, shall be
promptly destroyed by the Consultant or returned to the Company.
If at any time after the termination of this Agreement, the
Consultant determines that he has any Confidential Information in
his possession or control, he shall immediately destroy or return
the same to the Company, including all copies and portions
thereof.
(c) Definition. For purposes of this Agreement, "Confidential
Information" means any and all information relating to the
Company and labeled or marked "confidential" when disclosed or
made available to the Consultant and which is or becomes known by
Consultant as a direct or indirect consequence of or through his
relationship with the Company and not generally known in the
industry in which the Company is or may become engaged.
Confidential Information shall not include any information which
(i) was known by the Consultant prior to receipt of such
information by him from the Company, (ii) is independently
discovered by the Consultant after the date hereof, (iii) comes
or has come within the public domain through no act or failure on
the part of the Consultant or (iv) is rightfully obtained by the
Consultant after the date hereof from a third party which, to the
knowledge of the Consultant, is lawfully in possession of such
Confidential Information.
7. Remedies. The parties acknowledge that the remedies at law for the
breach of the agreements and covenants set forth in Section 6 hereof are
inadequate and that the Company shall be entitled to preliminary and permanent
injunctive relief to the fullest extent available under applicable law
enjoining the Consultant from engaging in any conduct constituting a breach of
the agreements and covenants contained in Section 6 hereof. Such remedies
shall be in addition to, and not in substitution of, any other remedies which
the Company may have at law or in
equity in the event of a breach of threatened breach of any of the foregoing
agreements or covenants by the Consultant.
8. Status. Except as otherwise may be agreed, the Consultant shall at
all times be an independent contractor, rather than a co-venturer, agent,
employee or representative of the Company.
9. Notices. Any notice required or desired to be given under this
Agreement shall be in writing and shall be deemed given when personally
delivered or sent by certified or registered mail or overnight courier to the
following addresses, or such other address as to which one party may have
notified the other in such manner.
If to the Company: XXXXxxXxxx.Xxx, Inc.
One Executive Blvd. #LL1
Xxxxxxxxx, Xx. 00000
Attn: Xxxxx Xxxxxx
If to the Consultant: Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxx, Xxx 0
Xxxxxxx, Xx 00000
10. Applicable Law. The validity, interpretation and performance of
this Agreement shall be controlled by and construed under the laws of the
State of Kentucky without regard to its conflict of law provisions.
11. Severability. In the event of the invalidity or unenforceability of
any provision of this Agreement under applicable law, the parties hereto agree
that such invalidity or unenforceability shall in no way affect the validity
or enforceability of any other provisions of this Agreement.
12. Waiver of Breach. The waiver by either party of a breach of any
provision of this agreement by the other shall not operate or be construed as
a waiver of any subsequent breach by such party. No waiver shall be valid
unless in writing and signed by each of the Company and the Consultant.
13. Binding Effect. This Agreement shall be binding upon the parties
and their respective personal representatives, successors, and assigns.
14. Entire Agreement. This Agreement contains the entire understanding
of the parties with respect to its subject matter. It may not be changed
orally but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, each of the parties has executed this Agreement on
the date first above written.
XXXXxxXxxx.Xxx, Inc.
/s/ Xxxxx Xxxxxx
By:____________________________________________
Its: Xxxxx Xxxxxx, President
/s/ Xxxxxxx X. Xxxxxxx
_____________________________________________
Xxxxxxx X. Xxxxxxx, Consultant
