EXHIBIT 10
INDEPENDENT CONTRACTOR / CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as of this 9th day of January, 2000 by
and between Sector Communications, Inc., hereinafter referred to as "Client",
with its principal place of business 1801 Century Park East, 23rd Floor, Los
Angeles, CA 90067, and Scott MacCaughern, with his place of business at 19401
Wunder Trail, Trabuco Canyon, CA 92679, hereinafter referred to as "Consultant".
RECITALS
A. WHEREAS, Client is a publicly traded company with an interest in developing
business for itself in foreign countries (countries other than the United
States); and
B. WHEREAS, the Consultant is generally knowledgeable in the areas of new
business development, identification of strategic service markets, and resource
management and possesses experience in negotiations, requirements for nationwide
business operations and expansion planning; and
C. WHEREAS, the Company wishes to engage the Consultant on a non-exclusive
basis as an independent contractor to utilize Consultant's business
experience for the Company; and
D. WHEREAS, the Consultant is willing to be so retained on the terms and
conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant to perform
the following consulting services ( the "Consulting Services"):
1.1.1. Duties of Consultant. The Consultant will provide services and
advice to the Company so as to assist the Company's director/attorneys
in development of job exposition programs in Silicon Valley,
California and other areas and to offer guidance for management of its
resources and planning for potential expansion of its operations.
Without limiting the generality of the foregoing, Consultant will also
assist the Company in its strategic development, evaluating
acquisition proposals (including preparation of reports and studies
thereon when advisable), and assisting in negotiations and discussions
pertaining to the development of exposition business for the Company.
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Nothing contained herein constitutes a commitment on the part of the
Consultant to find an acquisition for the Company or, if such target is
found, that any transaction will be completed. This Agreement is not a
contract for listing services, and nothing in this Agreement will require
the Consultant to negotiate on behalf of the Company, with corporations
that are involved with listings or making a market in corporate securities
in the OTC markets. Consultant and Client both specifically disavow any
such responsibilities of Consultant and agree that no such conduct on
behalf of the company shall ever be authorized under this agreement.
2. Duties Expressly Excluded. This Agreement expressly excludes the Consultant
from providing any and all capital formation and/or public relations
services to the Company inclusive of but not limited to (i) direct or
indirect promotion of the Company's securities; (ii) assistance in making
of a market in the Company's securities; and (iii) assistance in obtaining
debt and / or equity financing. The Consultant shall not have the power of
authority to bind the Company to any such transaction.
3. Consideration. Client and Consultant agree that Consultant will receive
from the Client a fee of $65,000.00 (sixty five thousand dollars U.S.) or,
at Client's election, six hundred thousand (600,000) shares of Client's
$.001 common stock as consideration for the services rendered or to be
rendered pursuant to this Agreement. Time and place for payment shall be
agreed upon by the parties and shall under all circumstances be reasonable.
4. Term. This Agreement shall be effective for a term of twelve (12) months
starting from the date when services were first provided, which is
stipulated to be January 2, 2000; the Agreement shall continue in full
force unless sooner terminated upon mutual written agreement of the parties
hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and expenses
incident to performing the Consulting Services, without a right of
reimbursement from the Company unless such expenses are pre-approved by the
Company.
6. Consultant's Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultant's breach of any
terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the
Company, for any act or omission in the course of or in connection with the
rendering or providing of services hereunder. Except in those cases where
the gross negligence or willful misconduct of the Consultant or the breach
by the Consultant of any terms of this Agreement is alleged and proven, the
Company agrees to defend, indemnify, and hold the Consultant harmless from
and against any and all reasonable costs, expenses and liability (including
reasonable attorney's fees paid in the defense of the Consultant) which may
in any way result from services rendered by the Consultant pursuant to or
in any connection with this Agreement. This indemnification expressly
excludes any and all damages as a result of any actions or statements, on
behalf of the Company, made by the Consultant without the prior approval or
authorization of the Company.
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7. Company's Liability. The Consultant agrees to defend, indemnify, and hold
the Company harmless from any and all reasonable costs, expenses and
liability (including reasonable attorney's fees paid in defense on the
Company) which may in any way result pursuant to its gross negligence or
willful misconduct or in any connection with any actions taken or
statements made, on behalf of the Company, without the prior approval or
authorization of the Company or which are otherwise in violation of
applicable law.
8. Representations. The Consultant makes the following representations:
8.1.1. Consultant has no prior or existing legally binding obligations that
are in conflict with its entering into this Agreement;
8.1.2. Consultant shall not offer or make payment of any consideration to
brokers, dealers, or other for purposes of inducing the purchase,
making of a market or recommendation for the purchase of the Company's
securities;
8.1.3. Consultant is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any
state securities commission;
8.1.4. Consultant's activities and operations fully comply with now and will
comply with in the future all applicable state and federal securities
laws and regulations;
8.1.5. Consultant understands that, as a result of its services, it may come
to possess material non-public information about the Company, and that
it has implemented internal control procedures designed to reasonably
insure that it and none of its employees, agents, Consultant or
affiliates, trade in the securities of client companies while in
possession of material non-public information;
8.1.6. During the Term of this Agreement and for a period of two years
thereafter, the Consultant shall treat as the Company's confidential
trade secrets all date, information, ideas, knowledge and papers
pertaining to the affairs of the Company. Without limiting the
generality of the foregoing, such trade secrets shall include; the
identity of the Company's customers, suppliers and prospective
customers and suppliers; the identity of the Company's creditors and
other sources of financing; the Company's estimating and costing
procedures and the cost and prices charged by the Company for its
products and services; the prices or other consideration charged to or
required of the Company by any of its suppliers or potential
suppliers; the Company's sales and promotional policies; and all
information relating to programs, properties, or services being
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produced or otherwise developed by the Company. The Consultant shall
not reveal said trade secrets to others except in the proper exercise
of its duties for the Company, unless compelled to disclose such
information by judicial or administrative process; provided, however,
that the divulging of information shall not be a breach of this
Agreement to the extent that such information was (i) previously known
by the party to which it is divulged, (ii) already in the public
domain, all through no fault of the Consultant, or (iii) required to
be disclosed by Consultant pertaining to the affairs of the Company's
suppliers and customers and prospective customers and suppliers as
confidential trade secrets of such customers and suppliers and
prospective customers and suppliers, and;
8.1.7. Consultant agrees to notify the Company immediately if at any time,
any of the representations and warranties made by the Consultant
herein are no longer true and correct or if a breach of any of the
representations and warranties made by the Consultant herein occurs.
8.1.8 Notwithstanding the foregoing, nothing in this Agreement shall be
deemed to waive any applicable attorney-client privilege existing
between Client and Consultant.
9. The Company makes the following representations:
9.1.1. The Company is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any
state securities commission.
9.1.2. The Company is in good standing in its state of incorporation.
9.1.3. The Company and its senior management are not aware of any materially
adverse events not previously disclosed in the Company's annual and
quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject mater hereof. This Agreement
shall not be modified except by written instrument duly executed by each of
the parties hereto.
11. Waiver. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights hereunder may
not be assigned by the parties (except by operation of law or merger) and
shall be binding upon and inure t the benefit of the parties and their
respective successors, assigns and legal representatives.
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13. Notices. Any notice or other communication between the parties hereto shall
be sufficiently given if sent by certified or registered mail, postage
prepaid, or faxed and confirmed at the following locations:
Company:
Sector Communications, Inc.
1801 Century Park East, 23rd Floor
Los Angeles, CA 90067
Attention: Marilyn Foster
Consultant:
Scott MacCaughern
19401 Wunder Trail
Trabuco Canyon, CA 92679
or at such other location as the addressee may have specified in a notice
duly given to the sender as provided herein. Such notice or other
communication shall be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect
the validity of this Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California, without giving effect
to conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts and execute and
deliver any further documents that may be reasonably necessary to carry out
the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges that it had the
opportunity to employ separate and independent counsel of its own choosing
in connection with this Agreement.
19. Independent Contractor Status. There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The
parties have no authority to bind the other or incur any obligations on
their behalf.
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20. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.
Sector Communications, Inc.
/s/ Mohamed Hadid
BY: -------------------
Mohamed Hadid
Scott MacCaughern
/s/ Scott MacCaughern
BY: ------------------------
Scott MacCaughern
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