CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This professional consulting agreement is entered into by and
between Eric Brown, whose principal place of business is 370 Soi
Phanid Annan, Suite 309, Klong Ton, Bangkok 10110, THAILAND,
hereafter referred to as "Consultant", and maxxZone.com Inc., a
business entity duly organized and operating under the laws of the
State of Nevada, whose business address is 1770 N. Green Valley
Parkway, Suite 3214, Henderson, Nevada, 89014, U.S.A., hereafter
referred to as "maxxZone." Both Consultant and maxxZone may be
collectively referred to as the "parties."
In consideration of the mutual promises, covenants and
representations made herein, the parties agree as follows:
WHEREAS, maxxZone is a business entity duly organized and
operating under the laws of the State of Nevada; and
WHEREAS, maxxZone is engaged in the lawful business of
developing and marketing for sale sporting goods; and,
WHEREAS, maxxZone desires to establish a professional
consulting relationship with Consultant, for the main purpose of
having Consultant endeavor to use his professional expertise
towards identifying and presenting maxxZone with potential product
development and sales opportunities; and to provide maxxZone with
essential office facilities and services for the South-East Asian
Region
WHEREAS, Consultant is desirous of formalizing a contractual
Relationship with maxxZone for the express purpose of identifying
prospective and acceptable products for possible development and
sale by maxxZone, or for maxxZone to have access to South-East
Asian office facility from which to conduct its product
development and sourcing activities
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS
AGREEMENT
Section 1.01 Parties to this agreement are Consultant and
maxxZone.
Section 1.02 For the purposes of this agreement, the parties'
respective addresses are:
(i) maxxZone.com Inc: 1770 N. Green Valley Parkway, Suite 3214,
Henderson, Nevada, 89014, U.S.A.
(ii) Consultant: 370 Soi Phanid Annan, Suite 309,
Klong Ton, Bangkok 10110, THAILAND
Section 1.03 Any formal notices or communications needed to be
made pursuant to this agreement, with the exception of typical
daily communications necessary in order to fulfill the services
which are the subject matter of this agreement, must be made to
the respective parties at the addresses indicated in Section 1.02
ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations
assumed by the parties hereunder, shall last for a specific term
of TWO Years from the date this agreement is signed by the parties
hereto. If the parties hereto do not sign this agreement on the
same day, then the term of the agreement shall be for TWO Years
from the latter date this agreement is signed by either party.
Section 2.02 After this agreement becomes effective by both
parties signing it, and after the term expires, this agreement may
be renewed for another TWO Years term, as long as both parties are
amenable to such a renewal. This renewal shall be accomplished by
the parties signing a letter of renewal at least thirty (30) days
before the original or pending twenty-four months term expires.
This letter of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to a
single twenty-four months extension. Both parties must sign the
letter of renewal. Once signed, the exact terms of this contract
will be extended another twenty-four months, along with the same
obligations and consideration on each parties behalf, that is,
Consultant will continue to provide the same services provided for
herein to maxxZone, and maxxZone will compensate Consultant
similarly as provided for in the first or then pending twenty-four
months term.
Section 2.03 If the parties do decide to renew the terms of this
agreement for a successive TWO Years term, all of the terms,
provisions, covenants and obligations of this agreement will be
renewed, unless otherwise modified pursuant to the express
agreement of the parties herein.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original term of this agreement,
neither maxxZone or Consultant desires to continue on with the
provisions hereof, then the declining party shall communicate this
fact to the other at least thirty days before the expiration of
the twenty-four months term, and the contract will lapse due to
expiration of time.
Section 3.02 If, however, either party commits a material breach
of the covenants and obligations assumed hereunder, then, for
cause, the non-breaching party may choose to terminate this
agreement, and stop either performing the services called for
herein, or cease paying the consideration called for in this
agreement. A material breach of this agreement will mean either
party's failure to live up to the covenants and obligations
assumed hereunder. If either party believes that a material breach
of this agreement has, or is about to occur, then the ostensible
non-breaching party shall communicate in writing with the
breaching party and attempt to resolve any dispute. If the dispute
cannot be resolved, then the parties agree to submit the dispute
to arbitration. The parties shall choose an arbitrator from the
list of arbitrators available at the San Diego County Superior
Court, located at 330 West Broadway, San Diego, CA, 92101. The
parties shall bear the costs of arbitration equally. The parties
agree that the arbitration shall be non-binding and shall be
governed by the rules set forth in the California Code of Civil
Procedure applying to Civil Arbitration. The parties agree that if
arbitration or other legal proceedings need to be initiated to
enforce the terms or provisions of this agreement, the prevailing
party, as that party is determined by an arbitrator or a court of
competent jurisdiction, shall have the right to recover all costs
and reasonable attorneys fees. Both parties agree to submit to the
jurisdiction of the Superior Court for the State of California,
County of San Diego.
ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES -
SERVICES AND CONSIDERATION THEREFOR
Section 4.01 Consultant agrees to perform the following
consulting services on maxxZone's behalf:
a. Meeting and conferring with maxxZone's management, board
of directors, officers, accountants, managers, employees and the
like in reviewing product development, sourcing, supply and
delivery from Pakistan, Malaysia, Vietnam and Thailand; and
b. Reviewing such documentation as Consultant may find
necessary in evaluating potential product development
opportunities on behalf of maxxZone, including but not
exclusive to manufacturers, suppliers, production, materials,
quality control, shipping, pricing, terms and export
documentation for the Company's products to be sourced in,
and supplied from Pakistan, Malaysia, Vietnam and Thailand;
and
c. Performing any cost and materials analysis that Consultant
determines is necessary in formulating plans, advice,
recommendations and proposals to maxxZone regarding potential
product development opportunities; and
d. Providing Bangkok, Thailand, office facilities, utilities
and services including telephone answering and call
forwarding, fax, computers, email, business stationary and
Thailand office address for the Company, for the co-
ordination, sourcing, marketing and sales of the Company's
Pakistan, Malaysia, Vietnam and Thailand supplied products
C. Consultant shall render such consulting services under
this Agreement at own cost
Section 4.02 As compensation for the faithful services assumed
herein by Consultant, maxxZone agrees to pay to Consultant FOUR
HUNDRED THOUSAND (400,000) shares of common securities in
maxxZone.
a. It is agreed to by the parties hereto that said payment of
stock shall become due and payable immediately upon the
execution of this agreement.
b. It is also expressly agreed to by the parties hereto that
said payment of FREE-TRADING stock by maxxZone to Consultant
shall be non-cancelable.
Section 4.03 maxxZone also agrees to reimburse Consultant for
any and all reasonable costs incurred by Consultant in the
performance of the duties undertaken by this agreement, including,
but not limited to: travel expenses, and long distance phone
charges.
ARTICLE FIVE: MODIFICATION
Section 5.01 This agreement, and the terms hereunder, cannot be
modified unless by a signed writing executed by the parties
hereto. The parties acknowledge that this agreement is the final
expression of their agreement, and merges any and all previous
oral and written agreements, negotiations and communications.
ARTICLE SIX: GOVERNING LAW
Section 6.01 This agreement shall be governed and interpreted by
the laws of the State of California.
ARTICLE SEVEN: EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular clause
or part of this agreement, or any obligation hereunder, shall not
constitute a waiver of any or all of the remaining portions of
this agreement. Likewise, the waiver by either party of any
specific remedy, or part thereof, provided for under this
agreement, shall not limit the waiving party's right to any other
remedy provided for under the law of the State of California.
ARTICLE EIGHT: AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have
complete authority to enter into this agreement either
individually, or in a representative or agency capacity with a
corporate, or other business entity.
ARTICLE NINE: NO EMPLOYMENT RELATIONSHIP
Section 9.01 It is recognized and affirmed by the parties
hereto, that Consultant is an independent contractor. Neither
Consultant nor Consultant's employees (if any) or contract
personnel are, or shall be deemed, maxxZone's employees. In its
capacity as an independent contractor, Consultant agrees and
represents, and maxxZone agrees, as follows:
a. Consultant reserves the right to perform services for
others during the term of this agreement; however, Consultant
will not perform services for any competitors of maxxZone's
during the term of this agreement, or for a period of two
years after the services rendered under this Agreement have
been completed.
b. Consultant has the sole right to control and direct the
means, manner and method by which it performs the services to
be rendered pursuant to this agreement. Consultant has the
right to perform the services required under this agreement
at any place or location or at any time it determines is
appropriate.
c. Consultant has the power to hire assistants,
subcontractors, or to use employees or contract personnel to
provide the services agreed to herein. The services to be
provided by Consultant to maxxZone are to be performed solely
by Consultant, or any assistants, subcontractors, employees
or contract personnel whom Consultant deems are necessary to
perform said services. maxxZone shall not hire, supervise or
control any assistants to help Consultant, and neither shall
maxxZone provide any training to said personnel. maxxZone
shall not require that Consultant, or any of Consultant's
employees, assistants, contract personnel or subcontractors
devote full time to the services to be performed herein.
d. Consultant has complied with all federal, state and local
laws requiring business permits, certificates, and licenses
required to carry out the services to be performed under this
agreement.
e. maxxZone will not withhold FICA from Consultant's payments
or make FICA payments on Consultant's behalf; maxxZone will not
make state or federal unemployment compensation contributions on
Consultant's behalf; or, withhold state or federal income taxes
from Consultant's payments.
f. Consultant understands that neither Consultant nor
Consultant's employees or contract personnel are eligible to
participate in any employee pension, health, vacation pay,
sick pay, or other fringe benefit plan of maxxZone.
g. maxxZone shall not obtain workers' compensation insurance
on behalf of Consultant or any of Consultant's employees, or
contract personnel. If Consultant does have to hire employees or
contract personnel in order to perform the services contemplated
under this agreement, then Consultant will bear all responsibility
for acquiring workers' compensation insurance and agrees to hold
maxxZone harmless from any claim for workers' compensation
benefits filed by one of Consultant's employees, subcontractors
or contract personnel in performing the services rendered under
this Agreement. Consultant also agrees to hold maxxZone harmless
from all costs and attorney's fees in the event that any claim
contemplated under this section by one of Consultant's employees
or contract personnel is filed.
h. maxxZone shall make no state or federal unemployment
compensation payments on behalf of Consultant or any of
Consultant's subcontractors, employees, or contract personnel.
Consultant will not be entitled to these benefits in connection
with work performed under this agreement.
ARTICLE TEN: CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that each of
them (and their respective employees, consultants and
subcontractors) may have disclosed to it, in connection with the
rendition of services and performance of their obligations of this
agreement, confidential and/or proprietary information of the
other party. The parties hereto agree that said confidential or
proprietary information shall be held strictly confidential, and
that should legal action become necessary to enforce this clause,
the non-breaching party shall recover costs and attorney's fees as
expressed herein.
ARTICLE ELEVEN: ASSIGNMENT
Section 11.01 Neither party hereto may assign this Agreement
without the prior written consent of the other party signed by
such other party's duly authorized representative, which consent
may be given or withheld in the sole discretion of the applicable
party whose consent is requested.
ARTICLE TWELVE: NOTICES
Section 12.01 All notices in connection with this agreement shall
be deemed given as of the day they are sent by electronic
transmission, sent by facsimile or deposited with a commercial
courier for delivery to other party at the following addresses:
maxxZone:
1770 N. Green Valley Parkway, Ste 3214, Henderson, Nevada, 89014, U.S.A.
and
Consultant:
306 Section 4, Hsin-Yi Road, 2nd Floor, Taipei, Thailand, R.O.C.
maxxZone.com, Inc.
By: _______________
Roland Becker
Its: President/CEO
Dated:
CONSULTANT
By: ________________
Eric Brown
Dated: