Consulting Agreement - Paragon Sports Group Inc. and Piotr Nowak/Pinosport
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made this 1st day of
June, 2001 (the "Effective Date"), by and between Paragon Sports Group, Inc.
("Paragon") and Piotr Nowak/Pinosport ("Consultant").
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto hereby agree as follows:
1. Nature of Relationship. Consultant shall be appointed as a
Paragon representative in Poland, Russia, Ukraine, Hungary,
Czech Republic, Bulgaria, and other countries in Eastern
Europe (the "Territory"). As a Paragon representative,
Consultant shall have the following duties and
responsibilities:
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 to 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 with 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 30 days of Paragon's receipt of 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.
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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 with the Territory.
5. General Terms.
a. Consultant shall forward all duly-executed SRA's 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 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. Paragon shall have
the sole authority to change or amend any term or
condition of an SRA or other representation
agreement.
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/ Piotr Nowak
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Name: Shep Messing Name: Piotr Nowak
Title: President and Chief Executive Officer