EXHIBIT (4)
Consulting Agreement - Xxxxxx X. Xx
AGREEMENT
This Agreement is entered into on the 18th day of November, 1998 between
UNITED NATIONAL FILM CORPORATION (hereinafter referred to as UNFC) with a
principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxx 000, Xxxxxxxxxx,
XX00000 and XXXXXX XX (hereinafter referred to as CONSULTANT) with a
principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxx 000, Xxxxxxxxxx,
XX 00000.
1. WITNESSES
WHEREAS, CONSULTANT has acted as Special Advisor to the Board of Directors of
UNFC in various matters beneficial o UNFC and has received no monetary
remuneration for such services; and
WHEREAS, CONSULTANT has agreed to continue to act as a Special Advisor to
the Board of Directors of UNFC; and
WHEREAS, the parties are desirous of entering into this CONSULTING AGREEMENT
in accordance with the terms and conditions hereinafter set forth.
NOW THEREFORE in consideration of the promises and of mutual covenants and
conditions hereinafter contained, it is hereby agreed as follows:
2. SERVICES OF CONSULTANT
2.1 CONSULTANT shall advise and assist UNFC to maintain all Security
Exchange Commission (SEC) requirements including the filing of the mandated
forms, specifically 10-Q, 10-K and other forms required by SEC regulations.
2.2 CONSULTANT shall assist UNFC to obtain public relations firms to
support shareholder relations, to release company information through the
proper media including but not limited to PRN Newswire, special interest
market support groups and general support efforts associated with public
companies.
2.3 CONSULTANT shall provide the above identified services on an "AS
NEEDED" basis. Nothing contained herein shall obligate CONSULTANT to
provide a minimum number of consulting hours either computed on a weekly or
a monthly basis.
2.4 Nothing contained herein shall in any way restrict CONSULTANT from
providing similar services to other clients whether those clients are in
the same or different fields as UNFC.
3. COMPENSATION
3.1 As compensation for the services to be rendered by CONSULTANT, CONSULTANT
shall receive a total of 400,000 shares ("Shares) of UNFC's common stock.
The shares shall comprise of 400,000 shares of restricted Rule 144 shares.
CONSULTANT shall also receive $10,000 per month, to be accrue3d until such
time as UNFC has obtained funding for its operations, for a period of not
more than 12 months.
4. REPRESENTATION AND INDEMNIFICATION BY UNFC
4.1 UNFC shall be deemed to make a continuing representation of the accuracy
of any and all material facts, material information, and data which it
supplies to CONSULTANT and UNFC acknowledges its awareness that CONSULTANT
will rely on such continuing representation in disseminating such information
and otherwise performing its financial functions.
4.2 CONSULTANT in the absence of notice in writing from UNFC will rely on
continuing accuracy of material, information and data supplied by UNFC.
4.3 UNFC hereby authorizes CONSULTANT to issue, in CONSULTANT's sole
discretion, corrective, amendatory, supplemental, or explanatory press
releases, shareholder communications and reports, or data supplied to
analysts, broker dealers, market makers, or other members of the financial
community.
4.4 UNFC hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from, any claims, demands, suits, loss, damages, etc.
arising out of CONSULTANT's reliance upon the accuracy and continuing
accuracy of such facts, material, information and data, unless YU has been
grossly negligent in fulfilling his duties and obligations hereunder.
4.5 UNFC hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from, any claims. demands, suits, loss, damages, etc.
arising out of CONSULTANT's reliance upon general availability of
information supplied to CONSULTANT and CONSULTANT's ability to promulgate
such information. unless CONSULTANT has been negligent in fulfilling his
duties and obligations hereunder.
5. REPRESENTATION AND INDEMNIFICATION BY CONSULTANT
5.1 CONSULTANT shall devote time and effort in performing services hereunder
as reasonably required and at reasonable times.
5.2 CONSULTANT agrees that he will not release or disseminate any information
pertaining to UNFC or its shareholders without providing UNFC with an advance
copy thereof and obtaining authorization for such release and dissemination.
5.3 CONSULTANT hereby agrees to indemnify UNFC against, and to hold harmless
from. Any claims. demands, suits, loss, and damages arising out of any
inaccurate statement or misrepresentation provided that such indemnification
shall not pertain to any information provide by or attributable to UNFC.
6. TERM
6.1 The Term of this Agreement shall begin upon execution of this agreement
and terminate twelve (12) months thereafter.
7. TERMINATION
7.1 This agreement may not be terminated by either party prior to the
expiration of the term except as follows:
7.1.1 Upon bankruptcy of either party,
7.1.2 Upon either party having or applying for a receiver appointed for all or
a substantial part of such party's assets or business;
7.1.3 Upon a material breach by either party;
7.1.4 Upon the death of either party;
7.1.5 No such termination shall effect the receipt of consideration
theretofore received by the Consultant.
8. SELECTION OF ENTITIES
8.1 CONSULTANT in his sole and absolute discretion shall hire, retain, or
employ such individuals, corporations, partnerships or other entity or
entities to perform services as CONSULTANT deems necessary for performance
of obligation hereunder.
9. COSTS AND EXPENSES
9.1 All costs, expenses and compensation that CONSULTANT shall incur as
result of the aforementioned services on behalf of UNFC shall be the sole
responsibility of UNFC. However, no costs, expenses or compensation may be
incurred by CONSULTANT on behalf of PAOLI without first obtaining
authorization from UNFC for such expenditures.
10. PARTIES RELATIONSHIP
10.1 CONSULTANT shall not by reason of this agreement or the performance of
duties hereunder unless otherwise agreed between the parties, by or be deemed
to be, an employee, agent , partner, co-venturer or controlling person of
UNFC; CONSULTANT shall have no power to enter into any agreement on behalf of
or otherwise bind UNFC. CONSULTANT shall not have or be deemed to have, any
fiduciary duties or obligations to UNFC and is not an agent of UNFC. Neither
party to this agreement is intended to have any interest in the business or
property of the other.
11. ASSIGNABILITY
This agreement is not assignable by CONSULTANT but shall be assignable by
UNFC in connection with the sale. transfer or other disposition of its
business or to any of UNFC's affiliated controlled by or under common
control of UNFC.
12. SEVERABILITY
12.1 If any part of this agreement is adjudged invalid, illegal or
unenforceable, the remaining parts shall be enforceable.
13. PARAGRAPH HEADINGS
13.1 The headings of the paragraphs contained in this agreement are for
convenience only and are not to be considered a part of this agreement or
used in determining its content or context.
14. LAW
14.1 Any dispute between the panics involving the interpretation or
application of any provision of this contract shall be governed by the laws
of the State of California. Venue will be in Alameda County California.
15. OTHER AGREEMENTS
15.1 The parties represent that no other agreement, oral or written, exist
between them. This agreement sets forth the entire agreement between the
parties hereto and cannot be modified or supplemented orally.
16. NOTICES
16.1 Any notice required or permitted to be given under this agreement shall
be sufficient if in writing and if sent by mail or via facsimile to the
principal office of the party to be so notified.
17. COUNTERPARTS
17.1 This agreement may be executed in two or more counter parts, each of
which shall be deemed an original but all of which shall constitute but one
agreement.
IN WITNESS HEREOF, the parties hereto, intending to be legally bound, have
executed this agreement on the date above.
XXXX XXXXX,
Xxxx Xxxxx, Chairman/CEO
XXXXXX XX
Xxxxxx X. Xx
