EXHIBIT 10.4
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CONSULTANT AGREEMENT
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This Agreement is made and entered into as of the 15th day of
October, 1999, between IRT Industries, Inc., a Florida corporation (the
"Company") and Jahnihah Wrede ("Consultant").
In consideration of and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Purpose. The Company hereby employs the Consultant during
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the Term (as defined below) to render consulting advice and services to the
Company as it relates to the creation and ongoing maintenance of the Company's
website.
2. Term. This Agreement shall be effective for a period of one
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year (the "Term") commencing on the date hereof and shall be terminable by the
Company at its will at any time upon five business days' written notice.
3. Duties of Consultant. During the term of this Agreement, the
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Consultant shall provide the Company with such regular and customary advisory
services as is reasonably requested by the Company, provided that the Consultant
shall not be required to undertake duties not reasonably within the scope of the
services contemplated by this Agreement. In performance of these duties, the
Consultant shall provide the Company with the benefits of Consultant's best
judgment and efforts. It is understood and acknowledged by the parties that the
value of the Consultant's advise is not measurable in any quantitive manner, and
the Consultant shall be obligated to render advice, upon the request of the
Company, in good faith, but shall not be obligated to spend any specific amount
of time in doing so. The Consultant's duties may include at the Company's
request, but will not necessarily be limited to:
a. Creation and installation of the Company's website;
b. Reasonable adjustments and changes to the Company's website;
c. Assisting in website related issues.
The Company anticipates that its website needs will most likely increase over
the course of this contract, but will limit the commitment covered by this
contract to no more than 15 website pages. Additional contracts and compensation
will be negotiated if the companies needs exceed the website pages covered by
this contract.
4. Compensation. For services to be rendered by the Consultant
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hereunder, on the date hereof the Consultant shall receive a total of 50,000
shares of the Company's common stock, par value $.0001 per share, valued at
$0.25 per share (the "Shares) as soon as is reasonable upon the signing of this
contract. The Consultant also represents to the Company that (a) he is not a
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registered broker-dealer; (b) he is not affiliated with any registered
broker-dealers; and (c) he does not purchase or sell securities or structure the
purchase or sale of securities for third parties as his business.
5. Further Agreements. Because of the nature of the services
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being provided by Consultant hereunder, Consultant acknowledges that he may
receive access to Confidential Information (as defined in Section 7 hereof) and
that, as a consultant to the Company, he will attempt to provide advice that
serves the best interests of the Company.
6. Confidentiality. Consultant acknowledges that as a
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consequence of his relationship with the Company, he may be given access to
confidential information which may include the following types of information:
financial statements and related financial information with respect to the
Company and its subsidiaries (the "Confidential Financial Information"), trade
secrets, products, product development, product packaging, future marketing
materials, business plans, certain methods of operations, procedures,
improvements, systems, customer lists, supplier lists and specifications, and
other private and confidential materials concerning the Company's business
(collectively, "Confidential Information").
Consultant covenants and agrees to hold such Confidential
Information strictly confidential and shall only use such information solely to
perform his duties under this Agreement, and Consultant shall refrain from
allowing such information to be used in any way for his own private or
commercial purposes. Consultant shall also refrain from disclosing any such
Confidential Information to any third parties. Consultant further agrees that
upon termination or expiration of this Agreement, he will return all
Confidential Information and copies thereof to the Company and will destroy all
notes, reports and other material prepared by or for him containing Confidential
Information. Consultant understands and agrees that the Company might be
irreparably harmed by violation of this Agreement and that monetary damages may
be inadequate to compensate the Company. Accordingly, the Consultant agrees
that, in addition to any other remedies available to it at law or in equity, the
Company shall be entitled to injunctive relief to enforce the terms of this
Agreement.
Notwithstanding the foregoing, nothing herein shall be
construed as prohibiting Consultant from disclosing any Confidential Information
(a) which at the time of disclosure, Consultant can demonstrate either was in
the public domain and generally available to the public or thereafter becomes a
part of the public domain and is generally available to the public by
publication or otherwise through no act of the Consultant; (b) which Consultant
can establish was independently developed by a third party who developed it
without the use of the Confidential Information and who did not acquire it
directly or indirectly from Consultant under an obligation of confidence; (c)
which Consultant can show was received by him after the termination of this
Agreement from a third party who did not acquire it directly or indirectly from
the Company under an obligation of confidence; or (d) to the extent that the
Consultant can reasonably demonstrate such disclosure is required by law or in
any legal proceeding, governmental investigation, or other similar proceeding.
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7. Severability. If any provision of this Agreement shall
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be held or made invalid by a statute, rule, regulation, decision of a tribunal
or otherwise, the remainder of this Agreement shall not be affected thereby and,
to this extent, the provisions of this Agreement shall be deemed to be
severable.
8. Good Faith and Fair Dealing. It is agreed between the
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parties that good faith and fair dealing are presumed and that this agreement is
for the mutually beneficial interest of both parties. Neither party is operating
with the intent of self dealing.
9. Resolution of Disputes. This Agreement and its terms shall
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be construed by and between the parties involved and enforced primarily by (1)
mediation, and if no satisfactory resolution is determined; then by (2)
arbitration by a disinterested and competent third party agreeable to both
parties. The company does not waive its right to seek adjudication in the State
of North Carolina, provided mediation and arbitration are unable to resolve
disputes.
10. Miscellaneous.
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a. Any notice or other communication between
parties hereto shall be sufficiently given if sent by
certified or registered mail, postage prepaid, if to
the Company, addressed to it at IRT Industries, Inc.,
6230 Fairview Road, Suite 102, Charlotte, NC 28210,
Attention: Dale K. Chapman, President, telephone
number (704) 364-2066, facsimile number: (704)
364-7172, or if to the Consultant, addressed to him
at 785 South River Rd, Number 185, St. George, Utah
84770, or to such address as may hereafter be
designated in writing by one party to the other. Any
notice or other communication hereunder shall be
deemed given, three days after deposit in the mail if
mailed by certified mail, return receipt requested,
or on the day after deposit with an overnight courier
service for next day delivery, or on the date
delivered by hand or by facsimile with accurate
confirmation generated by the transmitting facsimile
machine, at the address or number designated above
(if delivered on a business day during normal
business hours where such notice is to be received),
or the first business day following such delivery (if
delivered other than on a business day during normal
business hours where such notice is to be received).
b. This Agreement embodies the entire Agreement
and understanding between the Company and the Consultant and supersedes any and
all negotiations, prior discussions and preliminary and prior arrangements and
understandings related to the central subject matter hereof.
c. This Agreement has been duly authorized,
executed and delivered by and on behalf of the Company and the Consultant.
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d. This Agreement and all rights, liabilities
and obligations hereunder shall be binding upon and inure to the benefit of each
party's successors but may not be assigned without the prior written approval of
the other party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date hereof.
IRT INDUSTRIES, INC.
By: /s/ Dale K. Chapman
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Dale K. Chapman, President
By: /s/ Jahnihah Wrede
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Jahnihah Wrede, Consultant
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