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EXHIBIT 10.9
CONSULTING AND SERVICES AGREEMENT
THIS CONSULTING AND SERVICES AGREEMENT (this "Agreement") is made and
entered into on this _________________day of ________________and is effective as
of January 26, 2000 _______________________ by and between CORPAS INVESTMENTS,
INC, a Florida corporation (the "Company"), and Xx. Xxx Xxxxxxx (the
"Consultant").
R E C I T A L S:
WHEREAS, the Company is a media web-cast company, distributing content
via the internet and television. (the "Business").
WHEREAS, the parties acknowledge that the Consultant's abilities and
services are unique and essential to the prospects of the Company;
WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the Consultant will contribute to the growth and success of the Company,
and desires to assure the Company of the Consultant's services and to compensate
him therefore;
WHEREAS, the Board has determined that this Agreement will reinforce
and encourage the Consultant's attention and dedication to the Company; and
WHEREAS, the Consultant is willing to make his services available to
the Company and on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for the reasons set forth hereinabove, and in
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant and agree as follows:
1. SERVICES.
1.1 Services and Term. The Company hereby agrees to accept the
Consultant's Services and the Consultant hereby agrees to serve the Company on
the terms and conditions set forth herein.
1.2 Duties of Consultant. During the Term of Services (defined
below) under this Agreement, the Consultant shall serve as Vice President of New
Business Development of the Company and shall serve to research, identify,
evaluate and provide content to be used by the Company in its capacity as a
distributor. It is expressly understood that Consultant will devote a
substantial portion of his professional time to other pursuits.
2. TERM.
2.1 Initial Term. The initial term of services under this
Agreement, and the services of the Consultant hereunder, have commenced on
January 26, 2000 (the "Effective Date") and shall expire two years thereafter,
unless sooner terminated in accordance with Section 5 hereof (the "Initial
Term").
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2.2 Renewal Terms. At the end of the Initial Term, the Term of
Services automatically shall renew for successive one year terms (subject to
earlier termination as provided in Section 2.3 hereof), unless the Company or
the Consultant delivers written notice to the other at least thirty (30) days
prior to the Expiration Date (defined below) of its election not to renew the
Term of Services.
2.3 Term of Services and Expiration. The period during which
the Consultant shall serve the Company pursuant to the terms of this Agreement
is sometimes referred to in this Agreement as the "Term of Services," and the
date on which the Term of Services shall expire (including the date on which any
renewal term shall expire), is sometimes referred to in this Agreement as the
"Expiration Date."
3. COMPENSATION.
3.1 Shares of Stock. The Consultant shall receive an aggregate
of 150,000 shares of common stock of the Company, to be received in equal
increments, monthly over a period of two (2) years. and which shall have been
registered pursuant to Security and Exchange Commission Form S-8. The Form S-8
shall specifically mention that the stock described in this section 3.1 is to be
registered.
3.2 Stock Options.
(a) The Consultant shall receive options for an aggregate of
200,000 shares of stock of the Company which options shall vest in equal
increments, monthly over a period of two (2) years and shall be subject to the
terms of the Company's 2000 Incentive Equity Compensation Plan (the "Plan",
which Plan is attached hereto as Attachment A). The strike price of exercising
these options is to reflect the market price of the stock on the Effective date
of this Agreement which is $2.75 (which price is subject to adjustment pursuant
to Attachment A).
(b) The Consultant shall receive options for an aggregate of
1,000,000 shares of stock of the Company which options shall vest as follows:
(i) Exclusive Series. Options for 50,000 shares of
stock of the Company shall vest upon delivery of every "Series" (as defined
below) brought in that, as pursuant to an executed contract, is exclusive to the
Company for a period of five (5) years or longer and is at least fifteen (15)
hours in length, including allocation for standard commercial breaks. A "Series"
is defined as related, sequential and usable video footage, and the Company
retains the right to determine whether or not content provided by Consultant
contains fifteen (15) hours of usable footage. Delivered content must contain at
least 15 hours of usable footage which shall be determined by the Company as
soon as possible after the time of delivery. If an exclusive Series is less than
this fifteen (15) hour minimum length, then a minimum of options for 15,000
shares will vest. Such determination of options which shall vest shall be
reasonable and be made as soon as possible after delivery. Exceptions and
increases will be implemented at the discretion of the Board. The strike price
of exercising these options is to reflect the market price of the stock on the
Effective date of this Agreement, which is $2.75 (which price is subject to
adjustment pursuant to Attachment A).
(ii) Non-Exclusive Series. Options for 25,000
additional shares of stock of the Company shall vest upon delivery of every
non-exclusive Series brought in that is for a period of five (5) years or longer
and is at least fifteen (15) hours in length, including allocation for standard
commercial breaks. The number of hours of usable footage shall be determined by
the Company as soon as possible after delivery by the Consultant to the Company.
If a non-exclusive Series runs for less than this fifteen (15) hour minimum,
then options for a minimum of 10,000 shares shall vest. Such determination of
options which shall vest shall be reasonable and be made as soon as possible
after delivery. Exceptions and increases will be implemented at the discretion
of the Board. The strike price of exercising these options is to reflect the
market price of the stock on the Effective date of this Agreement, which is
$2.75 (which price is subject to adjustment pursuant to Attachment A).
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(iii) The sum of the options for shares of stock of
the Company that vest pursuant to provisions (b)(i) and (b)(ii) of this Section
3.2 may not exceed the grant of 1,000,000 options for shares under this Section
3.2 for the term of this Agreement. This Agreement, however, will not affect the
issuance of additional option shares agreed upon in additional contracts or
agreements now in existence or that may come into existence at any time during
the term of this Agreement.
(iv) Lapse. Subject to Section 3.2(b)(v), any of the
1,000,000 options granted pursuant to this Section 3.2 that have not vested
pursuant this Section 3.2 shall lapse on the Expiration Date of this Agreement.
(v) In the event that Consultant's efforts during
the term of this Agreement culminate in the acquisition of a Series after the
termination of the Term of Service of this Agreement, Consultant shall receive
compensation pursuant to this Section 3(b); provided, however that such
acquisition takes place no later than 90 days after termination of the Term of
Service of this Agreement, that the Company is given (30) days notice prior to
the termination of this Agreement of the pendancy of such acquisition, and
subject to provisions (b)(iii) and b(iv) of this Section 3.2. Subject to this
Section 3.2(b)(v), the Consultant shall have the ability to earn options under
this Section 3 for as long as this Agreement is in effect.
(vi) Any options vested at the time of termination
of this Agreement, whether by the Company or the Consultant, may still be
exercised by Consultant within thirty (30) days of termination.
(c) Consultant shall be invited to sit on the Board of the
Company and will receive compensation and benefits, if any, comparable to that
of other Board members, to be determined. The Company shall provide customary
Director and Officer Liability Insurance that is inclusive of all Board Members
within one month of the signing of this Agreement.
(d) The Consultant shall receive additional bonus or incentive
compensation, if any, as the Board may in its sole and absolute discretion
determine.
(e) Any and all bonuses or incentive compensation given
pursuant to this Section 3.3 are sometimes hereinafter referred to as "Incentive
Compensation."
4. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.
4.1 Reimbursement of Expenses. Upon the submission of proper
substantiation by the Consultant, and subject to such rules and guidelines as
the Company may from time to time adopt, the Company shall reimburse the
Consultant for all reasonable expenses actually paid or incurred by the
Consultant during the Term of Services in the course of and pursuant to the
business of the Company. The Consultant shall account to the Company in writing
for all expenses for which reimbursement is sought and shall supply to the
Company copies of all relevant invoices, receipts or other evidence reasonably
requested by the Company.
4.2 Advances on Expenses. The Company will provide Consultant
with monetary advances for traveling expenses to be incurred in the course of
and pursuant to the business of the Company. Such advances shall not exceed
$70,000 for the term of this Agreement. The Consultant shall account to the
Company in writing for all expenses for which advances are sought and shall
supply to the Company copies of all relevant invoices, receipts or other
evidence reasonably requested by the Company.
4.3 No Other Benefits. Consultant shall serve as an
Independent Contractor under this Agreement. Consultant understands and
acknowledges that he is not an employee of Company and that he is not entitled
to any of the benefits conferred upon Company employees. Consultant further
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acknowledges and understands that he will at no point during the term of this
Agreement become an employee of the Company.
5. TERMINATION.
5.1 Termination for Cause. The Company shall at all times have
the right, upon written notice to the Consultant, to terminate the Term of
Services, for Cause. For purposes of this Agreement, the term "Cause" shall
mean: (a) an action or omission of the Consultant which constitutes a material
breach of, or failure or refusal (other than by reason of his disability) to
perform services for which he was retained, which, if curable, is not cured
within fifteen (15) days after receipt by the Consultant of written notice of
same; (b) a final, non-appealable judgment of a court of competent jurisdiction
of the commission of any act which involves fraud, embezzlement,
misappropriation of funds, or breach of fiduciary duty in connection with the
performance of his services as a consultant of the Company; (c) a final,
non-appealable judgment of a court of competent jurisdiction of the commission
of any crime which involves moral turpitude; or (d) gross negligence in
connection with the performance of the Consultant's services hereunder, which,
if curable, is not cured within fifteen (15) days after written receipt by the
Consultant of written notice of same. Any termination for Cause shall be made in
writing to the Consultant, which notice shall set forth in detail all acts or
omissions upon which the Company is relying for such termination. The Consultant
shall have the right to address the Board regarding the acts set forth in the
notice of termination before the date of termination. The date of termination
shall be no less than 30 days after notice of termination is received by the
Consultant, assuming there has been reasonable opportunity to address the Board.
Upon any termination pursuant to this Section 5.1, the Company shall issue to
the Consultant his Compensation to the date of termination. The Company shall
have no further liability under this Agreement other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the Company's policy on reimbursements of business expenses.
5.2 Death. The Term of Services terminates upon the death of
Consultant. Upon the death of the Consultant during the Term of Services with
the Company, the Company shall issue to the estate of the deceased Consultant
any compensation due Consultant through Consultant's date of death. The Company
shall have no further liability under this Agreement other than for
reimbursement for reasonable business expenses incurred prior to the date of
death, subject, however, to the Company's policy on reimbursements of business
expenses.
5.3 Termination Without Cause. The Company shall at all times
have the right, upon written notice to Consultant, to terminate the Term of
Services. Upon any termination of the Consultant's services by the Company (that
is not a termination under any of Sections 5.1 or 5.2), the Company shall issue
to Consultant: (a) any compensation due through the effective date of
termination specified in such notice; and (b) an amount equal to one-half (1/2)
of the remaining unpaid compensation due under this Agreement ("Termination
Compensation") in six (6) equal monthly installments commencing one (1) month
after the effective date of termination specified in the termination notice
described above. The date of termination shall be no less than 30 days after
notice of termination is received by the Consultant. The Company shall have no
further liability under this Agreement other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the Company's policy on reimbursements of business expenses. As a
condition to receipt of the Termination Compensation: concurrent with the
receipt of the first monthly payment of the Termination Compensation, the
Consultant shall deliver to the Company a general release in form acceptable to
the Board releasing the Company from any and all rights, claims, demands,
judgments, obligations, liabilities and damages, whether accrued or unaccrued,
asserted or unasserted, and whether known or unknown, relating to the Company
which ever existed, then existed, or may thereafter exist, by reason of the
termination of this Agreement without cause, except payment of the Termination
Compensation.
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5.4 Termination by the Consultant.
(a) The Consultant shall at all times have the right, upon
thirty (30) days written notice to the Company, to terminate the Term of
Services without adverse consequences to the Consultant.
(b) Upon termination of the Term of Services pursuant to this
Section 5.4(b) by the Consultant without Good Reason (defined below), the
Company shall issue to the Consultant any compensation due Consultant through
the effective date of termination specified in such notice. The Company shall
have no further liability under this Agreement other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the Company's policy on reimbursements of business expenses.
(c) Upon termination of the Term of Services pursuant to this
Section 5.4(c) by the Consultant for Good Reason, the Company shall pay to the
Consultant the same amount of compensation that would have been payable by the
Company to the Consultant under Section 5.3 of this Agreement if the Term of
Services had been terminated by the Company without Cause. The Company shall
have no further liability under this Agreement other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the Company's policy on reimbursements of business expenses.
(d) For purposes of this Agreement, "Good Reason" shall mean:
(i) the assignment to the Consultant of any duties materially inconsistent with
the Consultant's current position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Consultant; or (ii) any failure by the Company to issue
compensation consistent with the Company's normal schedule for the issuance of
such compensation, other than an isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Consultant.
5.5 Resignation. Upon any termination of the Term of Services
pursuant to this Section 5, the Consultant, if he or she was then serving as an
officer of the Company, shall be deemed to have resigned as an officer, and if
he or she was then serving as a director of the Company, as a director, and if
required by the Board, the Consultant hereby agrees to immediately execute a
resignation letter to the Board.
5.6 Survival. The provisions of this Section 5 shall survive
the termination of this Agreement, as applicable.
6. RESTRICTIVE COVENANTS.
6.1 Confidential Information. The Consultant hereby
acknowledges and agrees that in the course of his services he will acquire
knowledge and will have access to Confidential Information (defined below) of
the Company. Confidential Information, whether in written, typed, oral, digital
or any other form, regarding the business operations of the Company shall not be
disclosed or used by the Consultant except by prior written authorization of the
Company. "Confidential Information" includes, but is not limited to: specific
prospective customers of the Company; specific existing customers of the
Company; other individuals and businesses with whom the Company does business;
proprietary information; trade secrets, financial or corporate records;
operational, sales, promotional, and marketing methods and techniques; computer
programs, including source codes and/or object codes; and/or any other
proprietary, competition sensitive, or technical information or secrets
developed with or without the help of the Consultant.
6.2 Nondisclosure. The Consultant shall not, during the term
of his services, or at any time thereafter, either directly or indirectly,
communicate, publish, disclose, divulge, or use, or authorize anyone else to
communicate, publish, disclose, divulge, or use, for the benefit of himself or
any
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other person, persons, partnership, association, corporation, or other entity,
any Confidential Information which may be communicated to the Consultant or of
which the Consultant may be apprised by virtue of his services with the Company.
Any and all Confidential Information of the Company whether written, oral,
digital or in any form shall be deemed confidential for purposes of this
Agreement, except information which the Consultant can demonstrate came to his
attention prior to disclosure thereof by the Company; or which, at or after the
time of disclosure by the Company to the Consultant, lawfully had become a part
of the public domain through lawful publication or communication by others.
Notwithstanding the foregoing, Consultant may disclose Confidential Information
to the extent required by a court of competent jurisdiction or other
governmental authority or otherwise as required by law.
6.3 Non-competition. The Consultant covenants that, except as
otherwise approved in writing by the Company, the Consultant shall not, during
the term of this Agreement, individually, or jointly with others, either
directly or indirectly, for himself, or through, on behalf of, or in conjunction
with any person, persons, partnership, association, corporation, or other
entity, own, maintain, operate, engage in, or have any interest in any business
enterprise which is the same as, similar to or competitive with the Business,
regardless of the geographical location of such other business enterprise, and
shall not directly or indirectly act as an officer, director, employee, partner,
contractor, consultant, advisor, principal, agent, or proprietor, or in any
other capacity for, nor lend any assistance (financial, managerial, consulting
or otherwise) to or cooperate with, any such business enterprise; provided,
however, that such provision shall not apply to the Consultant's ownership of
Common Stock of the Company or the acquisition by the Consultant, solely as an
investment, of securities of any issuer that is registered under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed
or admitted for trading on any United States national securities exchange or
that are quoted on the National Association of Securities Dealers Automated
Quotations System, or any similar system or automated dissemination of
quotations of securities prices in common use, so long as the Consultant does
not control, acquire a controlling interest in or become a member of a group
which exercises direct or indirect control of more than ten percent of any class
of capital stock of such corporation.
6.4 Non-solicitation of Employees and Clients. The Consultant
specifically acknowledges that he will have access to Confidential Information,
including, without limitation, prospective and existing customers or customer
lists of the Company. The Consultant covenants and agrees that during the term
of this Agreement, and for a continuous uninterrupted period of eighteen (18)
months, commencing upon the expiration or termination of the Consultant's
relationship with the Company, except as otherwise approved in writing by the
Company, the Consultant shall not, either directly or indirectly, for himself,
or through, on behalf of, or in conjunction with any person, persons,
partnership, association, corporation, or entity:
(a) Divert or attempt to divert or solicit any prospective or
existing customer of the Company that was unknown to Consultant at the Effective
Date of this Agreement to any competitor by direct or indirect inducement or
otherwise; or
(b) Employ or seek to employ any person that was unknown to
Consultant at the Effective Date of this Agreement who is at that time employed
by the Company or otherwise directly or indirectly induce or solicit such person
to leave his or her services.
(c) Reasonably Necessary. The Company and the Consultant agree
that the Confidential Information set forth in Section 6.1 and the substantial
relationships with the Company's specific prospective and existing customers and
vendors: (i) are valuable, special, and a unique asset of the Company; (ii) have
provided and will hereafter provide the Company with a substantial competitive
advantage in the operation of its business; and (iii) are a legitimate business
interest of the Company. The Company and the Consultant also agree that the
existence of these legitimate business interests justifies the need for the
restrictive covenants set forth in this Section 6, and the restrictive covenants
are reasonably necessary to protect the Company's legitimate business interests.
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6.5 Reasonable Restrictions. The Consultant agrees and
acknowledges; (a) that the geographical and time limitations contained in this
Agreement are reasonable and properly required for the adequate protection of
the business interests of the Company; and (b) the restrictions contained in
this Section 6 (including without limitation the length of the term of the
provisions of this Section 6) are not overbroad, overlong, or unfair and are not
the result of overreaching, duress or coercion of any kind. The Consultant
further acknowledges and confirms that his full, uninhibited and faithful
observance of each of the covenants contained in this Section 6 will not cause
him any undue hardship, financial or otherwise, and that enforcement of each of
the covenants contained herein will not impair his ability to obtain services
commensurate with his abilities and on terms fully acceptable to him or
otherwise to obtain income required for the comfortable support of him and his
family and the satisfaction of the needs of his creditors. The Consultant
acknowledges and confirms that his special knowledge of the business of the
Company is such as would cause the Company serious injury or loss if he were to
use such ability and knowledge to the benefit of a competitor or were to compete
with the Company in violation of the terms of this Section 6. It is agreed by
the Consultant that if any portion of the restrictions contained in this
Agreement are held to be unreasonable, arbitrary, or against public policy, then
the restriction shall be considered divisible, both as to the time and to the
geographical area, with each month of the specified period being deemed a
separate period of time, and each country or portion thereof of the specified
area being deemed a separate geographical area, so that the lesser period of
time or geographical area shall remain effective, so long as the same is not
unreasonable, arbitrary, or against public policy. The parties hereto agree that
in the event any court of competent jurisdiction determines the specified period
or the specified geographical area of the restricted territory to be
unreasonable, arbitrary, or against public policy, a lesser time period or
geographical area which is determined to be reasonable, non-arbitrary, and not
against public policy may be enforced against Consultant.
6.6 Continuity of Restrictions. If the Consultant shall
violate any of the terms or covenants contained herein, and if any court action
is instituted by the Company to prevent or enjoin such violation, then the
period of time during which the terms or covenants of this Agreement shall
apply, as provided in this Agreement, shall be lengthened by a period of time
equal to the period between the date of the initial breach of the terms or
covenants contained in this Agreement, whether or not the Company had knowledge
of the breach, and the date on which the decree of the court disposing of the
issues upon the merits shall become final and not subject to further appeal;
provided however that such time period does not exceed a period of one (1) year
after the termination of this Agreement.
6.7 Books and Records. All notes, data, reference material,
sketches, drawings, memoranda, files, documents, specifications and any records,
written, oral digital or in any form, in any way relating to any of the
Confidential Information or to the Company's business, whether prepared by the
Consultant or otherwise coming into the Consultant's possession, shall remain
the exclusive property of the Company and shall not be removed from the premises
of the Company under any circumstances whatsoever without the prior written
consent of the Company. Upon the request of the Company, or absent such request,
upon the termination of the Consultant's services with the Company for any
reason, the Consultant shall immediately return the Company all such property,
materials and any and all copies thereof in the Consultant's possession.
6.8 Survival. The provisions of this Section 6 shall survive
the termination of this Agreement, as applicable.
7. REMEDIES.
7.1 Injunction. The Consultant agrees that a violation or a
breach of the terms, covenants, or provisions contained in this Agreement would
cause irreparable injury to the Company, and that the remedy at law for any
violation or breach would be inadequate and would be difficult to ascertain, and
therefore, in the event of the violation or breach, or threatened violation or
breach of any such terms, covenants, or provisions contained in this Agreement,
the Company shall have the independent right to enjoin the Consultant from any
threatened or actual activities in violation thereof. The Consultant hereby
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consents and agrees that temporary and permanent injunctive relief may be
granted in any proceedings which might be brought to enforce any such terms,
covenants, or provisions without the necessity of proof of actual damages or the
posting of a bond. In the event the Company does apply for such an injunction,
the Consultant shall not raise as a defense thereto that the Company has an
adequate remedy at law.
8. ASSIGNMENT. Consultant shall not have the right to assign or
delegate his rights or obligations hereunder, or any portion thereof, to any
other person. The Company shall have the right to freely assign all rights
conferred under this Agreement.
9. INDEPENDENT COVENANTS. The parties agree that each of the covenants
and provisions contained in this Agreement shall be deemed severable and
construed as independent of any other covenant or provision.
10. SEVERABILITY. If all or any portion of a covenant or provision in
this Agreement is held invalid, unreasonable or unenforceable by a court or
agency having valid jurisdiction in an unappealable final decision to which the
Company is a party, the remaining covenants and provisions shall remain valid
and enforceable. The Consultant expressly agrees to be bound by any lesser
covenant or provision subsumed within the terms of such covenant or provision
that imposes the maximum duty permitted by law, as if the resulting covenant or
provision were separately stated in, and made a part of this Agreement.
11. ARBITRATION. In the event of a dispute concerning this Agreement
between Consultant and Company concerning the interpretation of this Agreement
or a breach of this Agreement not involving the dissemination of Confidential
Information of the Company, the parties agree to submit such a dispute to
binding Arbitration before the American Arbitration Association in Los Angeles,
California. The Arbitration shall award reasonable attorney fees and costs
(including Arbitration costs) to the prevailing parties.
12. GOVERNING LAW. The validity, interpretation and enforcement of this
Agreement shall be governed by and construed in accordance with the local laws
of the State of California (without giving effect to its conflicts of laws
provisions), and to the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special proceeding may be instituted.
13. ATTORNEYS' FEES. In the event of a dispute regarding, arising out
of, or in connection with the breach, enforcement, or interpretation of this
Agreement, including, without limitation, any action seeking declaratory relief,
equitable relief, injunctive relief, or damages, or any litigation or cause of
action, including, without limitation, any appeals, federal bankruptcy
proceedings, receivership or insolvency proceedings, reorganization, or other
proceedings, the prevailing party shall recover all costs; provided however that
each party will be solely responsible for its own attorney's fees, regardless of
the outcome.
14. EXCLUSIVE JURISDICTION; VENUE. EACH PARTY HERETO AGREES TO SUBMIT
TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS
LOCATED IN LOS ANGELES COUNTY, CALIFORNIA FOR RESOLUTION OF ALL DISPUTES ARISING
OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION,
AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE
THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.
15. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT,
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES
ALL RIGHTS TO A TRIAL BY JURY OF ANY ISSUES SO TRIABLE.
16. ENTIRE AGREEMENT. This Agreement contains and represents the entire
and complete understanding and agreement concerning and in reference to the
consulting and services arrangement between the parties hereto. The parties
hereto agree that no prior statements, representations, promises,
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agreements, instructions, or understandings, written or oral, pertaining to this
Agreement, other than those specifically set forth and stated herein, shall be
of any force or effect.
17. MODIFICATIONS AND AMENDMENTS. This Agreement may not be, and shall
not be construed to have been modified, amended, rescinded, canceled, or waived,
in whole or in part, except if done so in writing and executed by the parties
hereto.
18. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be personally delivered by courier, sent by
registered or certified mail, return receipt requested or sent by confirmed
facsimile transmission addressed as set forth herein. Notices personally
delivered, sent by facsimile or sent by overnight courier shall be deemed given
on the date of delivery and notices mailed in accordance with the foregoing
shall be deemed given upon the earlier of receipt by the addressee, as
evidenced by the return receipt thereof, or three (3) days after deposit in the
U.S. mail. Notice shall be sent: (a) if to the Company, addressed at 0000 0xx
Xxxxxx, Xxxxx Xxxxxx, XX 00000, Attention: Chief Executive Officer; and (b) if
to the Consultant, to 0000 X. Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or to such
other address as either party hereto may from time to time give notice of to
the other.
19. BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns, including, without limitation, any successor to the Company, whether by
merger, consolidation, sale of stock, sale of assets or otherwise.
20. CONSTRUCTION. Each party to this Agreement had the opportunity to
consult with counsel of their choice and make comments concerning the Agreement.
No legal or other presumption against the party drafting this Agreement
concerning its construction, interpretation or otherwise accrue to the benefit
of any party to this Agreement and each party expressly waives the right to
assert such a presumption in any proceedings or disputes connected with, arising
out of, or involving this Agreement.
21. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.
22. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Consulting and
Services Agreement as of the date first above written.
COMPANY:
CORPAS INVESTMENTS, INC.,
a Florida corporation
By: /s/ Xxxx X. Love
---------------------------
Xxxx X. Love
Chief Executive Officer
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10
CONSULTANT:
/s/ Xx. Xxx Xxxxxxx
---------------------------
Xx. Xxx Xxxxxxx
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