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EXHIBIT 10.23
CONSULTING AGREEMENT BETWEEN ▇▇▇▇▇▇▇▇.▇▇▇
AND STILDEN & CO., INC.
APRIL 1, 1998
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AGREEMENT
This agreement is made on April 1, 1998 between STILDEN CO., INC. (SCI), a Texas
Corporation, and ▇▇▇▇▇▇▇▇.▇▇▇ (S.C.) a California Corporation. Stilden Co. Inc.
is in the consulting business and ▇▇▇▇▇▇▇▇.▇▇▇ wishes to employ the consulting
services of SCI. NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
ARTICLE I
TERM
1. The term of this agreement shall be for a period of two years commencing
April 1, 1998 and ending on March 31,2000. The contract will
automatically be renewed in one-year increments unless either party
terminates via giving written notice by January 31, 1998 each year
starting with January 31, 2000.
ARTICLE II
SERVICES
SCI shall provide general services relating to the operation, promotion and
financing of S.C's business. SCI shall also provide specific consulting service
on special projects as assigned by the Board of Directors and /of the Chief
Executive Officer of the company SCI shall work a minimum of 80 hours per month
on matters directly related to S.C's business.
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ARTICLE III
FEES
SCI shall receive $7000 monthly fee, which will be invoiced to S.C. on the first
of each succeeding month. S.C. agrees to pay SCI invoices by the 10th of each
succeeding month. Actual business expenses will be 100% reimbursed by S.C. SCI
will document all expenses on an approved expense form. SCI will invoice
expenses monthly and S.C. shall reimburse remitted expenses by the 10th day of
each succeeding month. S.C. has authorized a $1600 per month housing allowance
for twelve months, which will be detailed on the monthly invoice.
ARTICLE IV
NON-DISCLOSURE AND SECRECY
1. SCI agrees that, during the term of this Agreement, and at all times
thereafter, it will keep and cause all group consultants to keep all S.C.
information in strictest confidence and will not itself either directly or
indirectly use of allow to be used for its benefit, or the benefit of others,
disseminate or disclose any Confidential Information or Trade Secrets (as such
terms are defined below) used and/or obtained in providing the Services
hereunder, except to parties to this Agreement, regardless of whether the
Confidential information of Trade Secrets have been conceived or developed, in
whole or in part by SCI. SCI acknowledges and agrees that the terms
"Confidential Information" and "Trade Secrets" as used in this Agreement include
without limitation, the whole or any portion or phase of any design, process,
service, procedure, formula, improvement, customer list, information with
respect to customer requirements and practices, marketing research and
development information, statistical data, sources of merchandise, technical
information, computer models, and all other information concerning the industry
and business in which the S.C. concept operates and which is of value in the
operation of S.C. business, or is otherwise understood to be, of a confidential
character and which has not been published or otherwise understood to be, of a
confidential character and which has not been published or otherwise become a
matter of general public knowledge, under circumstances involving no breach of
this Agreement. SCI agrees that all Trade Secrets
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and Confidential Information are and shall be the property of S.C. regardless of
whether conceived or developed by SCI pursuant to the Services. To that end, SCI
hereby assigns to S.C. all rights and all Trade Secrets and proprietary
information developed by SCI in providing the Services.
2. Upon termination or earlier expiration of this Agreement SCI shall surrender
to S.C. at any time of such expiration or termination of this Agreement or upon
demand by S.C. at any time all material of a confidential and secret nature,
including without limitation, the Confidential Information and Trade Secrets,
and any other documents of a proprietary nature as may then be in SCI (s)
possession or control.
ARTICLE V
COVENANT NOT TO COMPETE
1. SCI hereby agrees that during the term of this Agreement and for a period
of three (3) years following the expiration of this Agreement, it will not be
directly or indirectly engaged in any business in any form or fashion including
partner, consultant, controlling stockholder, joint venture, or employee of any
business which may compete, directly or indirectly, with the business as
contemplated by the Concept of S.C. within the state of California without prior
written agreement from S.C. It is the desire and intent of the parties to this
Agreement that the terms and provisions for this Article be enforced to the
fullest extent permissible under the law and public policy. If any element of
this Article is adjudicated to be invalid or unenforceable, such deletion or
reformation is to apply only with respect to the operation of this Article in
the particular jurisdiction in which such adjudication is made. SCI specifically
acknowledges and agrees that the limitations as to time, geographical area and
scope of activity as set forth in this Article V are reasonable and do not
impose a greater restraint than is necessary in SCI's sole opinion to protect
the good will and other business interest of S.C given the terms and conditions
of this Agreement with respect to the Services and Concept.
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ARTICLE VI
MISCELLANEOUS
1. INJUNCTIVE RELIEF SCI acknowledges and agrees that any breach of obligations
to be performed by and pursuant to Articles IV and V is likely to result in
irreparable harm to S.C and SCI therefore consents and agrees that if it
violates any such obligations, S.C shall be entitled, among and in addition to
any other rights and remedies available under this Agreement or otherwise, to
temporary and permanent injunctive relief to prevent SCI from committing or
continuing a breach of such obligations.
2. ENTIRE AGREEMENT This agreement constitutes the whole Agreement between the
parties hereto and there are no other terms other than those contained herein.
This Agreement supersedes any prior contract or understanding related to
retaining SCI.
3. AMENDMENT No variation of this Agreement shall be deemed valid unless in
writing and signed by the parties hereto.
4. GOVERNING LAW This agreement shall be construed and enforced in accordance
with the laws of Argentina.
5. SEVERABILITY Each provision of this Agreement is intended to be severable
from the other so that if any provision or term hereof is illegal or invalid for
any reason whatsoever, such illegality or invalidity shall not effect the
validity of the remaining provisions and terms hereof.
6. INDEPENDENT CONTRACTORS SCI hereby acknowledges and agrees that it is an
independent Contractor with respect to the Services to be rendered and performed
pursuant to this Agreement and that no terms or provisions of this Agreement
shall be implied to create an employer/employee relationship between S.C and
SCI.
7. INDEMNITY AND HOLD HARMLESS SCI agrees to indemnify and does hold harmless
S.C and its subsidiaries, affiliated companies, shareholders, officers,
directors, agents, employees, successors and assigns from and against any and
all liabilities, claims, demands, damages, costs and expenses (including
attorney's fees) resulting from, arising out of, or occasioned by breach of the
nondisclosure, secrecy and/or covenant not to compete terms and provisions made
part of the Agreement.
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8. ASSIGNMENT This Agreement may not be assigned by SCI to any other person or
party without S.C's prior written consent which may be withheld in S.C's sole
discretion. Notwithstanding the forgoing, S.C may assign this Agreement to any
successor corporation, affiliated company of subsidiary. In the case of
assignment by S.C, Assignee shall assume, in writing, S.C obligations.
9. REPRESENTATION AND WARRANTY Each Consultant hereby agrees that any documents
produced with respect to the Services and/or the Concept shall be marked
"Confidential" and "Property of ▇▇▇▇▇▇▇▇.▇▇▇" whether those documents are
produced by SCI or by a vendor chosen by SCI.
10. CAPTIONS Captions used in this Agreement are used for convenience only and
are not intended to, nor are they to be construed to, have any substantive
meaning or control in the construction of the Agreement.
11. NOTICES Any Notice given by one party to any other party hereunder shall be
delivered to the party at the address indicated below that party's signature to
this Agreement. Such notice shall be given to U.S. Mail, certified, and shall be
deemed delivered on the date of actual receipt or the date of first refusal to
accept delivery.
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Signed by each party as indicated below, to be effective April 1, 1998.
▇▇▇▇▇▇▇▇.▇▇▇: STILDEN CO. INC.:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President President
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇