Consultant Agreement - ProsoftTraining.com and Investment Transaction LLC
CONSULTANT AGREEMENT
The Consulting Agreement (the "Agreement") is made and entered into as
of July 1 1999, by and between ProsoftTraining.com (f/k/a ProsoftTraining.com,
Inc.,) a Nevada Corporation (the "Company"), and Investment Transaction, LLC, a
Nevada limited liability company ("Consultant").
R E C I T A L S
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A. Consultant has substantial expertise and experience in start-up
businesses in many different industries, particularly in the field of corporate
finance.
B. The Company desires to engage Consultant to obtain the benefit of
Consultant's special knowledge, experience, background, skills and abilities,
and Consultant desires to accept such engagement, upon the terms and subject to
the conditions set forth herein.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the foregoing recitals, and the
mutual representations, agreements and promises contained in this Agreement, the
Company and Consultant agree as follows:
1. Engagement. The Company hereby engages Consultant as A consultant
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to render the services and perform the duties described in this Agreement, the
Consultant hereby accepts such engagement, upon the terms and subject to the
conditions set forth herein.
2. Term. The engagement of Consultant by the Company shall Commence
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on the date of this Agreement and continue until July 31, 2000. (The "Consulting
Period").
3. Service and Duties. During the Consulting Period, Consultant
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Shall make all of its staff, including its President, available to (i) consult
with management of the Company on the Company's corporate finance strategy and
strategic direction; and (ii) assist the Company in structuring and implementing
corporate financings. Consultant shall cause all of its staff, including its
President to be reasonably available by telephone and, if possible, in person,
as needed, to render such services to the Company.
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4. Compensation
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(a) Reimbursement: Subject to Section 6, the company Agrees to
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reimburse Consultant for all reasonable expenses incurred by Consultant in the
performance of Consultant's duties under this Agreement. Company agrees to
reimburse consultant for housing expenses of $3,500 per month. Consultant shall
also receive monthly non-housing expenses of up to $3,000.00 per month.
(b) Escrow of payments: The Parties agree that all payments to
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be paid by the company through December 31, 1999 have been paid into an escrow
account. Consultant shall submit documented proof of expenses to the escrow
agent who shall then issue reimbursement to consultant for all documented
expenses up to the limits indicated in (4) (a). The company shall receive copies
of the expenses, but the obligation for verification shall vest with the escrow
agent. The company shall be obligated to make an additional payment to the
escrow agent in January 2000 in the amount of $39,000.00 (six months of expenses
at $6,500.00 per month). Consultant shall continue to submit expenses to the
escrow agent.
(c) Non-reimbursed Expenses: In the event consultant fails to
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provide receipts for, or expenses do not total the amounts held in escrow, any
monies remaining in the account at the end of the contract term are to be paid
to consultant as a fee.
5. Independent Contractor. Consultant acknowledges and agrees that
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Consultant is an independent contractor and nothing contained in this Agreement
shall be construed to create the relationship of employer and employee or
principal and agent between Consultant and the Company. During the consulting
Period, Consultant shall maintain and pay for all federal, state, and local
disability, workers' compensation, payroll taxes self-employment insurance, and
income and other taxes, and the Company will not withhold or pay any such taxes
or insurance on behalf of Consultant.
6. Termination. If at any time the company terminates this Agreement
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prior to the end of the consulting period without cause the company shall not be
entitled to a reimbursement of any expenses paid hereunder.
7. Non-Disclosure of Confidential Information. Consultant Agrees not
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to divulge, communicate, use to the detriment of the Company or for its own
benefit or for the benefit of any other person or persons, or misuse in any way,
any confidential information or trade secrets of the Company.
8. Authority. Consultant shall not have authority to act as an Agent
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of the Company, and it shall not represent the contrary to any person or entity.
<PAGE>
9. Miscellaneous Provisions.
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(a) Notices. Any notice required in connection with this
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Agreement shall be given in writing and shall be deemed effective upon personal
delivery or three business days after deposit in the United States mail,
registered or certified, postage prepaid and addressed to the party entitled to
such notice at the address indicated below such party's signature line on this
Agreement or at such other address as such party may designate by ten (10) days'
advance written notice under Section 9(a) to all other parties to this
Agreement.
(b) Entire Agreement. This Agreement constitutes the entire
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agreement of the parties and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings, and negotiations between the
parties with respect to the subject matter hereof.
(c) Change, Modifications, Waiver. No change or Modification of
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this Agreement shall be valid unless it is in writing and signed by each of the
parties hereto. No waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by the party against whom the waiver is
sought to be enforced.
(d) Assignment and Binding Nature. The services and Duties to be
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performed by Consultant hereunder are its own and may not be assigned. This
Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns.
(e) Attorneys' Fees. In the event any party institutes any
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Action or proceeding to enforce this Agreement or any provision hereof, or for
damages or equitable relief by reason of any alleged breach of this Agreement or
of any provision hereof, or for a declaration of rights hereunder, the
prevailing party in any such action or proceeding shall be entitled to receive
from the other party all costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in connection with such action or
proceeding.
(f) Governing Law and Forum. This Agreement shall be Construed
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in accordance with, and governed by, the laws of the State of Nevada, excluding
any choice of law principles which direct the application of the laws of another
jurisdiction. The exclusive forum for the determination of any action relating
to the adjudication of any dispute hereunder shall be with an appropriate court
of said State or that court of the United States which includes said State
within its territorial jurisdiction.
(g) Counterparts. This Agreement may be executed Simultaneously
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in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties here to have executed this Agreement
as of the date first above written
"Company"
ProsoftTraining.com, INC.,
A Nevada Corporation
By:______________________________