Exhibit 10.4 Internet WebMaster Consulting Agreement
VENTURENET CAPITAL GROUP, INC.
INTERNET WEBMASTER CONSULTING AGREEMENT
This agreement ("Agreement" or "the Agreement") memorializes the
existing arrangements between the two parties previously entered into verbally
on the 13th day of January, 2001, at Temecula, California, between VentureNet
Capital Group, Inc. ("Company" or "VentureNet"), a Delaware corporation, and
Xxxx Rolls ("Consultant"), an individual, d/b/a Xxxx Rolls Productions. This
Agreement shall be retroactively effective to January 13, 2001.
BACKGROUND RECITALS
A. VentureNet Capital Group, Inc. is a fully reporting, publicly traded Delaware
corporation which desires to staff a position requiring the skills, training,
ability and experience to perform comprehensive duties of Webmaster and Internet
Consultant as well as certain other assigned duties including but not limited to
physical networking layout and implementation, and meeting with prospective
business clientele of Company relative to Internet services offered by Company.
B. VentureNet has certain internal management issues relating to issues of the
Company and subsidiary website which have been confidentially disclosed to
Consultant, and Consultant has signed a "Consultant Policy Statement and
Agreement" requiring confidentiality and the guarding of the trade secrets of
company, a copy of which is attached hereto as an exhibit.
X. Xxxx Rolls is an individual with substantial and significant education,
training and experience in the information technology industry and in general
business.
IN CONSIDERATION of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. TITLE/DUTIES: CHIEF WEB CONSULTANT. Company employs Consultant for
the position of Chief Web Consultant in which capacity he will act concerning
issues affecting the Internet and web management of Company's website and all
related matters. Additionally Consultant is assigned certain other duties,
including but not limited to creative web design, marketing and promotional
responsibilities, sales presentations, the negotiation of business agreements
with other entities and individuals. The agreed initial scope of work includes
but is not limited to the following specific duties:
a. Oversee and direct all daily operations of website functionality;and
hosting of Company's website.
b. Oversee, direct and manage all hosting activities for Company and
subsidiaries.
c. Oversee, direct and manage all domain name management for Company
and certain subsidiaries.
d. Design and implement a comprehensive plan for Company's physical
office network.
e. Such other and further duties as may be assigned by the Board of
Directors or the Chief Executive Officer from time to time.
2. LOYAL AND CONSCIENTIOUS PERFORMANCE OF DUTIES. Consultant shall answer and
report directly and only to the President and Chief Executive Officer of the
company. Consultant agrees that to the best of his ability and experience he
will at all times loyally and conscientiously perform all of the duties and
obligations required of him either expressly or implicitly by the terms of this
agreement.
3. TRADE SECRETS & UNFAIR COMPETITION. The parties acknowledge that Consultant,
in the course of his employment, shall have access to sales, personnel,
financial and other information of a proprietary nature belonging to the
company. Consultant specifically agrees that he shall not misuse,
misappropriate, or disclose by any means to any third party, any confidential
information or trade secrets of Company, or engage in any unfair competition,
either during the course of employment or at any time thereafter, except such
disclosure as may be required pursuant to his employment, or with the prior
consent of the company.
4. MODIFICATION. Any modification of this agreement will be effective only if it
is in writing signed by the party to be charged.
5. PARTIAL INVALIDITY. If any provision in this agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without any legal
impairment.
6. LOCATION OF SERVICES TO BE PERFORMED. The hours mentioned in the foregoing
paragraph shall be performed at a location to be selected by Consultant, unless
other arrangements are made in advance between Consultant and the management of
the Company.
COMPENSATION OF CONSULTANT
7. COMPENSATION AND PAYMENT. Company will pay Consultant a basic discounted rate
for the technical services contemplated by this agreement of $35.00 per hour for
all services in connection with this agreement. Consultant will submit invoices
for services rendered at frequent intervals and, in consideration for the
discounted rates charged by Consultant, Company will pay such invoices upon
receipt.
8. ADDITIONAL COMPENSATION. As additional compensation and consideration for
entering into this Agreement, Consultant shall be issued 500,000 shares of the
common stock of company, and may thereafter negotiate with company additional
bonuses, options and/or other forms of compensation at the time of each major
project undertaken by management and directed to Consultant. Such additional
compensation is on each occasion subject to modification in a writing signed by
the parties.
TERM AND TYPE OF EMPLOYMENT
9. TERM. The term of this Agreement shall be for a period of six months from the
effective date cited at the beginning of this agreement, except that this term
shall only continue so long as the services rendered by Consultant are
satisfactory to Company, in the exclusive discretion of its President.
10. AGREEMENT AT WILL. Either Company or Consultant may terminate this Agreement
at any time on two weeks notice to the other, with or without cause. The
provisions of this paragraph may be modified only by a writing signed by the
president of the company.
OBLIGATIONS OF COMPANY
11. GENERAL PROVISIONS. Company shall provide Consultant with the opportunities,
compensation, incentives, materials, benefits and business expense reimbursement
contemplated by or specified in this agreement, and shall keep Consultant
informed as to all performance expectations of him.
12. OFFICE AND STAFF. Company shall provide Consultant with office space when
working on premises, telephone, required travel and accommodations, and
administrative support suitable to Consultant's position and adequate to the
performance of his duties.
13. REIMBURSEMENT OF EXPENSES AND LOSSES. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant in
carrying out assignments or promoting the business of Company, including
business-related expenditures for entertainment and travel reasonably incurred
on behalf of Company. Consultant shall furnish adequate records and documentary
evidence of all expenditures for the substantiation of each for an income tax
deduction.
14. INDEMNITY. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on Company's
behalf.
OTHER GENERAL PROVISIONS
15. ADDITIONAL TERMS & CONDITIONS: EMPLOYEE HANDBOOK. The terms contemplated
and expressed by this agreement will be subject to all of the applicable terms
and conditions of engagement for services set forth in full in Company's
Employee Handbook, a copy of which will be provided to Consultant, and which
Consultant agrees shall be a binding part of this agreement.
16. TERMINATION OF EMPLOYMENT. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon two weeks notice to
the other party.
17. NOTICES. Any notices to be given by Company to Consultant shall be in
writing delivered by certified first class U. S. Mail to 0000 Xxxxxxxxxxxx Xxxx,
Xxxxxxxxx, XX 00000. Any notices to be given by Consultant to Company may be by
any means to the offices of Company at 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000.
18. ARBITRATION. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application of
any of its terms or conditions, or the performance by either party of any of its
provisions, shall, on the written request of either party, be submitted to
arbitration in compliance with the California Arbitration Act. Each party shall
appoint one person to hear and determine the dispute. If the two persons so
appointed are unable to agree, then those persons shall mutually select a third
impartial arbitrator whose decision as to all unresolved issues shall be final
and conclusive upon both parties. The cost of arbitration shall be equally borne
by the parties.
19. ENTIRE AGREEMENT. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied herein,
and that nothing not contained in this agreement shall be valid or binding on
the parties.
20. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of California.
21. SUMS DUE DECEASED CONSULTANT. If Consultant dies during employment
hereunder, any sums that may be due him from Company under this agreement as of
the date of death shall be paid when due in normal course to Consultant's
spouse. If spouse for any reason can not receive such payment, then to
Consultant's executors, administrators, heirs, personal representative,
successors, or assigns.
EXECUTED ON APRIL 11, 2001, AT TEMECULA, CALIFORNIA.
COMPANY:
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, PRESIDENT
CONSULTANT:
/s/ Xxxx Rolls
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XXXX ROLLS
