Consulting Agreement
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered
into effective the 15th day of September, 2000 by and between
RealSense.com, Inc. (the "Consultant"); whose principal place of
business is 395 Main Street, Suite 8, Salem, NH 03079, and
_________________. (the "Client"); whose Principal place of
business is
___________________________________________________________________.
WHEREAS, the Consultant is in the business of providing services
for investor management consulting and shareholder information, and
WHEREAS, the Client deems it to be in its best interest to retain
the Consultant to render to the Client such services such as may be
needed; and
WHEREAS, the Consultant is ready, willing and able to render such
consultant and advisory services to the Client.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth in this Agreement, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows.
1. Consulting Services. The Client hereby retains the Consultant
as an independent consultant to the Client and the Consultant
hereby accepts and agrees to such retention.
[] Introducing Your Company to Stock Brokers through Telephone
Calls
[] Personalized Strategic Planning for additional exposure:
Recommending opportunities such as email blasts, newsletters, CEO
interviews, feature stock websites, etc.
[] A 1/4 page ad in the SIE Investment Advisory Guide mailed to
135,000 customers qualified to be in the "high activity stage" of
seeking investment opportunities
[] MEDIA Placements valued at $1,000,000.00
It is acknowledged and agreed by the Client that the
Consultant carries no professional licenses, and is not
rendering legal advice or performing accounting services, nor
acting as an investment advisor or broker/dealer within the
meaning of the applicable state and federal securities laws.
The services of the Consultant shall not be Exclusive nor
shall the Consultant be required to render any specific number
of hours or assign specific personnel to the Client or its
projects.
2. Independent Contractor. The Consultant agrees to perform its
consulting duties hereto as an independent contractor. Nothing
contained herein shall be considered to as creating an employer-
employee relationship between the parties to this Agreement. The
Client shall not make social security, worker's compensation or
unemployment insurance payments on behalf of consultant. The
Parties hereto acknowledge and agree that the consultant cannot
guarantee the results or effectiveness of any of the services
rendered or to be rendered by the Consultant. Rather, Consultant
shall conduct its operations and provide its services in a
professional manner and in accordance with good industry practice.
The Consultant will use its best efforts and does not promise
results.
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3. Time, Place and Manner of Performance. The Consultant shall
be available for advice and counsel to the officers and directors
of the Client as such reasonable and convenient times and places as
may be mutually agreed upon. Except as aforesaid, the time, place
and manner of performance of the services hereunder, including the
amount of time to be allocated by the Consultant to any specific
service, shall be determined at the sole discretion of the
Consultant.
4. Term of Agreement. The term of this agreement shall be twelve
(12) months, commencing on the date of this Agreement, subject to
prior termination as hereinafter provided.
5. Compensation. The Client shall provide to the Consultant,
compensation for its services hereunder, in the amount of $4,000
per month (U.S. Dollars or equivalent) payable to "RealSense.com"
with the first installment due upon signing of this agreement. The
$1,000,000.00 in media placements is payable in Itex or equivalent
in increments of $250,000 each. The 5% media placement fee (U.S.
Dollars or equivalent) is payable monthly.
6. Termination.
(a) The Consultant's relationship with the Client hereunder may be
terminated for any reason whatsoever, at any time, by either party,
upon three (3) days written prior notice.
(b) This agreement shall automatically terminate upon the
dissolution, bankruptcy or insolvency of the Client or the
Consultant.
(c) This Agreement may be terminated by either party upon giving
written notice to the other party if the other party is in default
hereunder and such default is not cured within fifteen (15) days of
receipt of written notice of such default.
(d) The Consultant and the Client shall have the right and
discretion to terminate this Agreement should the other party in
performing their duties hereunder, violate any law, ordinance,
permit or regulation of any governmental entity, except for
violations which either singularly or in the aggregate do not have
or will not have a material adverse effect on the operations of the
Client.
(e) In the event of any termination hereunder, the parties shall
have no further duties or responsibilities to each other except
that the Client shall be responsible to make payment in full for
the remainder of the contracted period, and any expense payments if
any, due to the Consultant through the date of the termination and
the Consultant shall be responsible to comply with the provisions
of section 8 hereof.
7. Work Product. It is agreed that all information and materials
produced for the Client shall be the property of the Consultant,
free and clear of all claims thereto by the Client, and the Client
shall retain no claim of authorship therein.
8. Confidentially. The Consultant recognizes and acknowledges
that it has and will have access to certain confidential
information of the Client and its affiliates that are valuable,
special and unique assets and property of the Client and such
affiliates. The Consultant will not, during the term of this
Agreement, disclose, without the prior written consent or
authorization of the Client, any of such information to any person,
for any reason or purpose whatsoever. In this regard, the Client,
agrees that such authorization or consent to disclose may be
conditioned upon the disclosure being made pursuant to a secrecy
agreement, protective order, provision of statue, rule, regulation
or procedure under which the confidentially of the information is
maintained in the hands of the person to whom the information is to
be disclosed or in compliance with the terms of a judicial order or
administrative process.
9. Conflict of Interest. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Client
of its performance of consultant services for any other person,
which could conflict with its obligations under the Agreement.
Upon receiving such notice, the Client may terminate this Agreement
or consent to the Consultant's outside consulting activities;
failure to terminate this Agreement, within seven (7) business days
of receipt of written notice of conflict, shall constitute the
Client's ongoing consent to the Consultant's outside consulting
services.
___________________________________________________________________
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10. Disclaimer of Responsibility for Act of the Client. In no
event shall the Consultant be authorized or required by this
agreement to represent or make management decisions for the Client.
The Consultant shall under no circumstances be made liable for any
expense incurred or loss suffered by the Client as a consequence of
such decisions made by the Client or any affiliates or subsidiaries
of the Client.
11. Indemnification.
(a) Indemnity by the Client. The Client shall protect, defend,
indemnify and hold Consultant and its assigns and attorneys,
accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims,
counterclaims, demands, actions, proceedings, costs, and expenses
(including reasonable attorneys' fees) of every kind and character
resulting from, relating to or arising out of (a) the inaccuracy,
non-fulfillment or breach of any representation, warranty, covenant
or agreement made by the Client herein; or (b) negligent or willful
misconduct by the client, occurring during the term thereof with
respect to any of the decisions made by the Client. (c) a
violation of state or federal securities law which causes
consultant damage.
(b) Indemnity by the Consultant. The Consultant will protect,
defend, indemnify and hold Client and its assigns and attorneys,
accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims,
counterclaims, demands, actions, proceedings, costs, and expenses
(including reasonable attorneys' fees) of every kind and character
resulting from, relating to or arising out of (a) the inaccuracy,
non-fulfillment or breach of any representation, warranty, covenant
or agreement made by the Consultant herein; or (b) negligent or
willful misconduct by the Consultant, occurring during the term
thereof with respect to any of the decisions made by the
Consultant. (c) as a result of the Consultant, agents, or employees
of the Consultant being found guilty of a violation of a state or
federal Securities law which caused the Client damage.
12. Notices. Any notices required or permitted to be given under
this Agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail, or by Federal Express or
other recognized overnight courier to the principal office of each
party.
13. Waiver of Breach. Any waiver by either party of a breach of
any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach by any
party.
14. Assignment. This Agreement and the right and obligations of
the Consultant hereunder shall not be assignable without the
written consent of the Client.
15. Applicable Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and
under and pursuant to the laws of the State of New Hampshire and
that in any action, special proceeding or other proceeding that may
be brought arising out of, in connection with or by reason of this
Agreement, the law of the State of New Hampshire shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction on which any action
or special proceeding may be instituted.
16. Severability. All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be interpreted
as if such invalid agreements or covenants were not contained
herein.
17. Entire Agreement. This Agreement constitutes and embodies the
entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations
between the parties.
18. Waiver and Modification. Any waiver, alteration, or
modification of any of the provisions of this Agreement shall be
valid only if made in writing and signed by the parties hereto.
Each party hereto, may waive any of its rights hereunder without
affecting a waiver with respect to any subsequent occurrences or
transactions hereof.
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19. Binding Arbitration. Any controversy between the parties
hereto involving the construction or application of any of the
terms, covenants, or conditions of this agreement shall on the
written request of one party served upon the other, be submitted to
arbitration, and such arbitration shall comply with and be governed
by the provisions of the Federal Arbitration Act ("FAA") as it may
be amended; Provided, that Arbitration shall be conducted in New
Hampshire and be conducted by the American Arbitration Association
("AAA"). The FAA rules shall apply, and the AAA rules shall apply
if not in conflict with the FAA rules. All evidence shall be
subject to the Federal Rules of Civil Evidence.
20. Counterparts and Facsimile Signature. This Agreement may be
executed simultaneously in two or more counterparts, each of which
shall be deemed an original but all of which taken together shall
constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the
facsimile signature of a party hereto shall constitute a valid and
binding execution and delivery of this Agreement by such party.
Such facsimile copies shall constitute enforceable original
documents.
IN WITNESS WHEREOF, the parties hereto have a duly executed and
delivered this Agreement, effective as of the date set forth above.
CONSULTANT
RealSense.Com, Inc.
BY: __________________________ DATE: _______________, 2000
Serena Riedel, Director of Investor Relations
CLIENT
BY:___________________________________ DATE:_________________,2000
PLEASE SIGN AND FAX TO 717-786-7398.
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