Sample Business Contracts

Consulting Agreement - Paragon Sports Group Inc. and Elias Figueroa

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                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT (the "Agreement") is made this 16th day of
August, 2001 (the "Effective Date"), by and between Paragon Sports Group, Inc.
("Paragon") and Elias Figueroa ("Consultant).

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto hereby agree as follows;

          1.   Nature of the Relationship. Consultant shall be appointed as
               Paragon representative Worldwide (the "Territory"). As a Paragon
               representative, Consultant shall have the following duties and

               a.  To introduce soccer players represented by Paragon to clubs
                   in the Territory.

               b.  To procure Paragon's appointment as a representative of
                   soccer clubs and associations within the Territory and
                   procure players for such clubs and associations.

               c.  To procure players within the Territory to be represented by
                   Paragon and to sign Paragon's standard representation
                   agreement ("SRA"), a copy of which is attached hereto as
                   Exhibit A.

               d.  To promote and market Paragon generally within the Territory.

          2.   Compensation and Expenses.

               In consideration of Consultant carrying out the above duties and
               responsibilities to the best of its abilities, Consultant shall
               be paid a commission equal to fifty percent (50%) of all sums
               received by Paragon for its benefit arising out of any matters
               conducted by Consultant on Paragon's behalf in the Territory.
               Each party shall be responsible for its own expenses and
               disbursements. Paragon will keep consultant advised of all
               matters conducted with respect to players, clubs, and
               associations introduced by Consultant. Any commission due
               Consultant hereunder shall be paid by Paragon within five (5)
               business days of Paragon's receipt or the income on which the
               commission is due.

          3.   Term. This Agreement may be terminated by either party upon one
               month's notice in writing. In the event of termination, Paragon
               shall continue to represent any player, club, or association
               introduced to it by Consultant under the terms of the
               then-current SRA or other applicable representation agreement,
               and Consultant shall continue to receive all commissions due it
               under any such SRA or agreement pursuant to the terms hereof.

          4.   Exclusivity. During the Term, Consultant will not introduce any
               player, club, or association from the Territory to any party
               other than Paragon, nor will Consultant represent any competitor
               of Paragon within the Territory. NOTE EXCEPTION: Unless Paragon
               initiates their sole discretion as per 5b.

          5.   General Terms

               a.   Consultant shall forward all duly-executed SRAs and other
                    applicable representation agreements to Paragon within five
                    (5) business days of execution by a soccer player, club, or
                    association. Said documents may be sent via facsimile to
                    Paragon followed by the original to be sent to Paragon
                    within five (5) days of the facsimile transmission.

               b.   Consultant will not hold itself out as having the power to
                    bind Paragon, and Paragon shall have sole discretion in
                    deciding whether to enter a relationship with any player,
                    club, or association introduced to it by Consultant.

               c.   Consultant shall be an independent contractor, and not an
                    employee of Paragon while acting hereunder.

               d.   Consultant shall maintain the highest level of
                    professionalism in acting on behalf of Paragon, and it shall
                    not engage in any activity or course of conduct that could
                    tarnish or otherwise damage Paragon's name, business, or
                    reputation in or outside the Territory.

               e.   Consultant will at all times treat any information provided
                    to or received from Paragon in respect of its clients and
                    business in the strictest confidence and will not, while
                    this Agreement remains in effect and thereafter, disclose
                    the same to any third party (other than to Consultant's own
                    professional advisors or pursuant to an order of any court).

               f.   This Agreement may not be assigned by the parties without
                    the advance written consent of the other party hereto except
                    when such assignment is to an entity controlled by the
                    assigning party (e.g., a wholly-owned subsidiary).

               g.   This Agreement shall be construed and interpreted according
                    to the laws of the State of New York. Any and all disputes,
                    controversies, or claims arising between Paragon and
                    Consultant under this Agreement shall be settled by
                    arbitration in New York City pursuant to the rules and
                    regulations of the international Chamber of Commerce.

               h.   Any notices required hereunder shall be made to the address
                    for each party set forth below.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

         PARAGON SPORTS GROUP, INC                  CONSULTANT

         By: /s/ Shep Messing                       By: /s/ Elias Figueroa
             ------------------------                   -----------------------
             Name:    Shep Messing                      Name:   Elias Figueroa
             Title:   Chairman & CEO                    Title:
             Address:                                   Address: