Exhibit 10.12
FEE AGREEMENT FOR DIRECTOR SERVICES
This FEE AGREEMENT FOR ADVISORY SERVICES ("Agreement") is made by and
between X. X. Xxxxxx, Corp. and Xxx X. Xxxxxx (collectively the "Advisor") and
Net Xxxxxxxx.Xxx, Inc., a Nevada corporation (the "Company").
WHEREAS, the Company acknowledges that Advisor's talents and services are of
a special, unique, unusual and extraordinary character and are of particular and
peculiar benefit and importance to the Company; and,
WHEREAS, the Company wishes to retain the services of Advisor and,
WHEREAS, Advisor is willing to provide his services to the Company subject
to the Company's agreement to provide the compensation and assurances set forth
in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is expressly acknowledged
by the parties hereto, the parties agree as follows:
1. Advisor's Services
Effective the date below, and for the term of this Agreement, Advisor will
provide services to the Company and, as a Advisor, will make himself
available to the Company for at least One (1) week per month not to exceed
Forty (40) hours in the aggregate.
2. Term of Agreement
Advisor's services as a Advisor shall be available to the Company from the
Effective Date to and including December 31, 2002.
3. Place of Services
Advisor's services will be performed at the Company's facilities in Irvine,
California, and such other places that are appropriate and are mutually
agreed to by Advisor and the Company.
4. Compensation
The Company will pay Advisor a fee of Three Thousand Dollars ($3,000) per
month (the "Advisor Fee"). The Advisor Fee shall be payable on the 2st day
of each month in advance, beginning upon execution hereof.
5. Reimbursement of Expenses
The Company will reimburse Advisor for all authorized expenses incurred by
Advisor required in connection with Advisor's services provided under this
Agreement. Advisor's time actually spent in transit shall be considered
working time. Reimbursement of expenses shall be made on the basis of
itemized statements submitted by Advisor and including, whenever possible,
actual bills, receipts or other evidence of expenditures.
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6. Advisor an Independent Contractor
Advisor is furnishing his services as a Advisor as an independent contractor
and not as an employee of the Company or of any company affiliated with the
Company. Advisor has no power or authority to act for, represent any company
affiliated with the Company in any manner. Advisor is not entitled to any
medical coverage, life insurance, participation in the Company's savings
plan, or other benefits afforded to the Company's regular employees, or
those of the Company's affiliated companies. If the Company or any of its
affiliated companies is required to pay or withhold any taxes or make any
other payment with respect to fees payable to Advisor, Advisor will
reimburse the Company or the affiliated company in full for taxes paid, and
permit the Company to make deductions for taxes required to be withheld from
any sum due Advisor.
7. Confidentiality
Advisor will not at any time during or after its retention of service by the
Company, directly or indirectly, divulge, disclose or communicate to any
person, firm or corporation in any manner whatsoever any information
concerning any matter affecting or relating to the Company or the business
of the Company. While engaged as a Advisor to the Company, the Advisor may
only use information concerning any matters affecting or relating to the
Company or the business of the Company for a purpose which is necessary to
the carrying out of the Advisor's duties as a Advisor to the Company.
8. Business Opportunities, Patentable Devices, Etc.
Advisor will make full and prompt written disclosure to the Company or its
nominee of:
(a) Any business opportunity of which it becomes aware and which relates
to the business of the Company or its subsidiaries; and,
(b) Any patentable device, apparatus, method, process or improvement which
it may invent or discover, either solely or jointly with any other
person or persons, resulting from or in the course of any work done by
Advisor within the scope of this Agreement for the Company, or
relating to the work or duties Advisor has retained or assigned to
perform or actually does perform for the Company, or relating to any
phase of the Company's business or fields of interest in each case
whether or not such patentable device, apparatus, method, process or
improvement is:
(i) related to the project to which he is so assigned;
(ii) made with a contribution by the Company or the use of the
Company or the Company-held facilities, equipment, materials,
allocated funds, proprietary information, or services of the
Company's employees or associated persons;
(iii) Made during hours.
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9. Inside Information
In the course of the performance of Advisor's duties, it is expected that
Advisor will receive information which is considered material inside
information within the meaning and intent of the Company's Rules and
Regulations. Advisor will not disclose this information to others except as
authorized by the Company and will not use this information directly or
indirectly for Advisor or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in the Company's
securities or those of any of its affiliated companies without the express
written authorize of the Company.
10. Termination
Either party may terminate this Agreement upon thirty (30) days notice by
registered or certified mail, return receipt requested, addressed to the
other party. If this Agreement is terminated by either party, the Company
shall only be liable for payment of consulting fees earned as a result of
work actually performed prior to the effective date of the termination. The
thirty (30) days notice shall be measured from the date the notice is
posted.
11. Remedies; Survival of Representations and Covenants
Without limiting the rights of the Company to pursue all other legal and
equitable rights available to them for any violation of the covenants of
Advisor herein, it is agreed that: (a) the services to be rendered by
Advisor under this Agreement are of a special, unique, unusual and
extraordinary character which gives them a peculiar value, and the loss of
such services cannot be reasonably and adequately compensated in damages in
an action at law, and (b) remedies other than injunctive relief cannot fully
compensate the Company for violation of paragraphs 8 and 9 of this
Agreement: accordingly, the Company shall be entitled to injunctive relief
to prevent violations of such paragraphs or continuing violations thereof.
All of Advisor's covenants in and obligations under paragraph 8 and 9 of
this Agreement shall continue in effect notwithstanding any termination of
Advisor's employment, whether by the Company or by Advisor, upon expiration
or otherwise, and whether or not pursuant to the terms of this agreement.
12. Successors and Assigns: Parties in Interest
This Agreement shall be binding upon the Company, its successors and assigns
and upon Advisor, his heirs, executors and administrators.
13. Notices
Notices contemplated by this Agreement shall be in writing and shall be
deemed given when delivered in person or mailed registered first class mail
postage prepaid, at the following addresses:
To the Advisor: X.X.Xxxxxx
c/o X.X.Xxxxxx, Corp
X.X. Xxx #000
Xxxxx Xxxxxx Xxx. XX. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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To the Company: Net Xxxxxxxx.Xxx, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
14. Integration
This Agreement contains the entire agreement between the parties hereto with
respect to the transactions contemplated herein, supercedes all prior
negotiations and agreements, both oral and written, between the parties and
cannot be amended, supplemented or modified except by an instrument in
writing signed by all parties.
15. Headings
The headings of this Agreement are inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement.
16. Modification
If , in any action before any court of agency legally empowered to enforce
such covenants, any term, restriction, covenant or promise contained herein
is found to be unreasonable, unlawful or otherwise invalid and for that
reason unenforceable, then such term, restriction, covenant or promise shall
be deemed modified to the extent necessary to make it enforceable by such
court of agency.
17. Governing Law
This Agreement is subject to and shall be interpreted in accordance with the
laws of the state of California.
IN WITNESS WHEREOF, the parties have executed this Agreement in multiple
counterparts, each of which, when executed by Advisor and the Company will
constitute and be an original Agreement between Advisor and the Company
effective as of April 1, 2000.
"Advisor"
X. X. Xxxxxx, Corp.
By: /s/ X. X. Xxxxxx
Name: X.X.Xxxxxx, President
"Company"
Net Xxxxxxxx.Xxx, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx Title: President
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