Exhibit 10.1
CONSULTING AGREEMENT
AGREEMENT dated as of September 5, 2006 by and between INTERACTIVE
SYSTEMS WORLDWIDE INC., a Delaware corporation with its principal place of
business at 0 Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 ("ISWI") and
XXXXXXX XXXXXXXX ("Consultant") residing at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxx 00000.
In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. Retention. Upon the terms and conditions hereinafter set forth, ISWI
hereby retains Consultant as an independent consultant on a non-exclusive basis,
to perform the consulting services herein described. Consultant, as an
independent contractor, shall assist ISWI in marketing its SportXction(TM)
software (the "Services"). Consultant agrees to use his best efforts, skills and
abilities in the performance of the Services hereunder and to promote the best
interests of ISWI, including but not limited to, setting up and/or attending, as
required, meetings with potential customers, assisting in negotiations and
attempts to conclude transactions, and providing marketing assistance and
support both before and after any agreements with potential customers are
signed. Consultant shall perform such Services during the Term (as hereinafter
defined) and for so long as Consultant is receiving any fees pursuant to Section
4(a) hereof and/or ISWI has obligations to any such customers.
2. Term. The term of this Agreement shall be a period commencing on
September 5, 2006 and ending on March 5, 2007 (the "Term"). This Agreement shall
automatically terminate upon the death of the Consultant.
3. Type of Services. The precise Services to be performed by Consultant
may be designated or assigned to Consultant from time to time by the Chairman of
the Board of ISWI.
4. Fee.
(a) During the Term, Consultant shall be paid a total fee of $45,000
payable at the rate of $7,500 per month.
(b) ISWI shall not be obligated to pay any expenses paid or incurred by
Consultant in connection with the performance by Consultant of the Services,
including but not limited to travel and entertainment expenses unless agreed to
in advance by ISWI.
(c) Consultant shall pay all Federal, state and local income, social
security, medicare, and any other taxes payable with respect to all compensation
or fees paid to Consultant hereunder. Consultant shall be responsible for his
own health and accident insurance.
5. Proprietary Information Agreement. Consultant has previously signed
a Proprietary Information Agreement, which agreement shall remain in full force
and effect.
6. No Agency. It is understood that Consultant is an independent
contractor and shall not be considered ISWI's agent for any purposes whatsoever.
Consultant is not granted any right or authority to assume or create any
obligation or liability, express or implied, on ISWI's behalf, or to bind ISWI
in any manner or thing whatsoever, nor shall Consultant promote or have
discussions with any other person, firm or entity on behalf of or with respect
to ISWI or its products without ISWI's prior written consent.
7. Terms of Agreements with Customers. ISWI reserves the right to
determine all terms and conditions of any proposed arrangements or agreements
with any potential customers, and to accept or reject any proposal submitted for
any reason in its absolute discretion.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, shall be governed
by the laws of the State of New Jersey without regard to principles of conflicts
of law, and cannot be modified except by an agreement in writing executed by
ISWI and the Consultant.
9. Survival. The provisions of Sections 8, 9, 10, 11 and 12 and the
Proprietary Information Agreement shall survive termination of this Agreement by
expiration of the Term or otherwise.
10. Arbitration. In the event Consultant and ISWI have any dispute
concerning any aspect of this Agreement, such dispute shall be settled by
arbitration in New York, NY in accordance with the rules of the American
Arbitration Association or any successor thereto.
11. Assignment by Consultant. The agreement of Consultant to render
Services hereunder is personal in nature and may not be assigned or transferred
by Consultant.
12. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by certified or registered
mail, return receipt requested, by recognized national courier for next day
delivery, in either such case to the addresses stated above or by facsimile to
the facsimile number listed below such party's signature.
13. Invalidity. If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and shall not in any manner effect or render invalid or
unenforceable any other provision of this Agreement, and this Agreement shall be
carried out as if such invalid or unenforceable provisions were not contained
herein.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.
INTERACTIVE SYSTEMS WORLDWIDE INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: President
Fax: 000-000-0000
Consultant
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Fax: 000-000-0000
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