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EXHIBIT 10.2
Short form Consultancy Agreement.
Date: 26 June 2000
Parties:
The client: Hugo International Limited
of 6 Waterside Drive, Langley Business Park, Langley, Slough
The company: RCI
of 20 Riverside, Wraysbury, Berks TWl9 5JN
David Foden of RCI
OPERATIVE PROVISIONS
1 Consultancy Services
1.1 The client engages the company to provide the services of David Foden
to the client relating to Management Control of Hugo Int. Inc. and the
company agrees to provide such services upon the terms and conditions
hereinafter mentioned.
2 Duration
2.1 This agreement shall commence with effect from 26th June 2000 and shall
(be for a fixed period of 24 months terminating on 30 June 2002)
(Continue until the Company's Services are dispensed with by either
party giving to the other not less than 180 days notice)
3 Company's obligations
3.1 During the period of this agreement the Company shall procure that
David Foden is available to the client for up to 40 hours during each
week of this agreement at such time and at such locations as the client
and the Company shall agree from time to time.
3.2 The Company shall procure that David Foden performs his obligations
with reasonable care.
4 Fee
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4.1 The client shall pay to the Company
4.1.1 A monthly fee of pound sterling 8,500.00 (such fee to be exclusive of
value added tax if applicable) payable monthly in arrears to be paid on
the last working day of each calendar month subject to delivery of the
company's invoice therefore and when authorised by a director of the
company.
5 Expenses
5.1 The client shall reimburse to the company all travelling and other
expenses reasonably incurred in the proper performance of David Foden's
duties hereunder provided that on request the company shall provide the
client with such vouchers or other evidence of actual payment of such
expenses that the client may reasonably require)
6 Holidays
6.1 David Foden shall be entitled to 5 weeks holiday per year to be taken
at times convenient to the client.
7 Termination
7.1 Without limitation the client may by notice in writing immediately
dispense with the services of David Foden if he or the company shall
7.1.1 be in breach of any of the terms of this agreement which in the case of
a breach capable of remedy is not remedied by the company within 21
days of receipt by the company of a notice from the client specifying
the breach and requiring its remedy.
7.1.2 be incompetent guilty of gross misconduct and/or any serious or
persistent negligence in respect of his obligations hereunder
7.1.3 fail or refuse after written warning to carry out the duties reasonably
and properly required of him hereunder
PROVIDED ALWAYS the client may not dispense with David Foden's services solely
for the reason of his absence through illness or injury unless such illness or
injury prevents the company providing any services to the client for a
consecutive period of (six) weeks or for an aggregate period of (eight) weeks in
any period of (12) calendar months.
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8 Confidential information
8.1 David Foden and the company agree to treat as secret and confidential
and not at any time for any reason to disclose or permit to be
disclosed to any person or otherwise make use of or permit to be made
use of any information relating to the client's technology technical
processes, business affairs or finances or any such information
relating to a subsidiary supplier customer or client of the client
where knowledge or details of the information was received during the
period of this agreement and upon termination of this agreement for
whatever reason David Foden and the company will deliver up to the
client all working papers or other materials and copies provided
pursuant to this agreement or prepared by him either in pursuance of
this agreement or previously.
9 Tax Liabilities
9.1 It is hereby declared that it is the intention of the parties that
David Foden shall have the status of a self employed person and shall
be responsible for all income tax liabilities and National Insurance or
similar contributions in respect of his fees and the company hereby
indemnifies the client in respect of any claims that may be made by the
relevant authorities against the client in respect of income tax or
National Insurance or similar contributions relating to David Foden's
services hereunder.
10 Notice
10.1 Any notice required by this agreement to be given by either party to
the other shall be in writing and shall be served by sending the same
by registered post or recorded delivery to the last known address of
the other party and any receipt issued by thy postal authorities shall
be conclusive evidence of the fact and date of posting of any such
notice.
SIGNED by: __________________________________
Duly authorised on behalf of
the client in the presence of ______________________________________
SIGNED by: __________________________________
Duly authorised on behalf of
the client in the presence of ______________________________________
SIGNED by: __________________________________
David Foden in
the presence of: ________________________________________________
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