CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated April 25,
2000, is made by and between Xxxxxx-Xxxxx Xxxxx Xxxxxxxxxx,
an individual ("Consultant"), whose address is 0000 Xxxxxx
Xxxx, #0-X, Xxxxxxx Xxxxx, Xxxxxxx 00000-0000, and World
Shopping Network, Inc., a Delaware corporation ("Client"),
having its principal place of business at 0000 Xxxxxxxxxxx
Xxxxx, Xxxxx X, Xxxxx Xxx, Xxxxxxxxxx 00000.
WHEREAS, Consultant has knowledge and expertise in many
areas, including production and placing of radio
advertisements and related matters;
WHEREAS, Consultant desires to be engaged by Client to
provide production and placement of radio advertisements for
Client on the terms and subject to the conditions set forth
herein;
WHEREAS, Client is a publicly held corporation with its
common stock shares trading on the Over the Counter Bulletin
Board under the ticker symbol "WSHP," and desires to further
develop its business and increase it's common stock share's
value by combining its business through acquisition of, or
arranging some other business transaction with, another
publicly or privately held company;
WHEREAS, the intent of Client is to take advantage of
certain business opportunities which Client believes to
exist but which are currently unknown to Client; and
WHEREAS, Client desires to engage Consultant to provide
information, identification, investigation, evaluation and
negotiation services on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration for those services
Consultant provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to producing infomercials and radio
programs, and associated publicity items. Consulting
services include, but are not limited to, providing
information, evaluation, and analysis with regard to the
publicity needs of Client, including the possible production
of one or more infomercials and/or radio programs concerning
the e-commerce in general and the business of Client in
particular.
2. Consideration.
Client agrees to pay Consultant, as her fee and as
consideration for services provided, Eight Hundred Thousand
(800,000) shares of S-8 free trading common stock in Client.
Shares are due and payable immediately upon the
effectiveness of the Form S-8 Registration Statement with
the U.S. Securities and Exchange Commission and with any
appropriate states securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature
may be disclosed to the other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs,
sales, costs and other unpublished financial information,
advertising revenues, usage rates, advertising
relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall
not include information that the receiving party can
demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a
source other than the receiving party, (b) was known to the
receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party , or (d) is
subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any
fees within fifteen (15) days after the applicable due date
shall be deemed a material breach of this Agreement,
justifying suspension of the performance of the "Services"
provided by Consultant, will be sufficient cause for
immediate termination of this Agreement by Consultant. Any
such suspension will in no way relieve Client from payment
of fees, and, in the event of collection enforcement, Client
shall be liable for any costs associated with such
collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or her agents, and to defend any action
brought against said parties with respect to any claim,
demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action is
based upon a claim that: (i) is true, (ii) would constitute
a breach of any of Client's representations, warranties, or
agreements hereunder, or (iii) arises out of the negligence
or willful misconduct of Client, or any Client Content to be
provided by Client and does not violate any rights of third
parties, including, without limitation, rights of publicity,
privacy, patents, copyrights, trademarks, trade secrets,
and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and
defend any action brought against same with respect to any
claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an
action arises out of the gross negligence or willful
misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with
written notice of any claim, which the indemnified party
believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the
defense if it so chooses, provided that the indemnifying
party shall control such defense, and all negotiations
relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final
without the indemnified party's written consent, which shall
not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise
for consequential, exemplary, special, incidental, or
punitive damages even if Consultant has been advised of the
possibility of such damages. In any event, the liability of
Consultant to Client for any reason and upon any cause of
action, regardless of the form in which the legal or
equitable action may be brought, including, without
limitation, any action in tort or contract, shall not exceed
ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year
thereafter. Unless otherwise agreed upon in writing by
Consultant and Client, this Agreement shall not
automatically be renewed beyond its Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action,
the other party materially breaches any of its
representations, warranties or obligations under this
Agreement. Except as may be otherwise provided in this
Agreement, such breach by either party will result in the
other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result
of the breach of this Agreement, and shall be subject to
such damages as may be allowed by law including all
attorneys' fees and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the
effective date of termination or expiration of this
Agreement. And upon such termination, Consultant shall
provide and deliver to Client any and all outstanding
services due through the effective date of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder
shall not be capable of being waived or varied other than by
an express waiver or variation in writing. Any failure to
exercise or any delay in exercising any of such rights shall
not operate as a waiver or variation of that or any other
such right. Any defective or partial exercise of any of
such rights shall not preclude any other or further exercise
of that or any other such right. No act or course of conduct
or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits
hereof, shall be binding upon, and shall inure to the
benefit of, the undersigned parties and their heirs,
executors, administrators, representatives, successors, and
permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof. There
are no promises, agreements, conditions, undertakings,
understandings, warranties, covenants or representations,
oral or written, express or implied, between them with
respect to this Agreement or the matters described in this
Agreement, except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not be used
to interpret or constitute this Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party,
either in whole or in part, without the written consent of
the other party, and any purported assignment in violation
hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in
writing executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In
the event that any provision of this Agreement is found by
any court or other authority of competent jurisdiction to be
illegal or unenforceable, such provision shall be severed or
modified to the extent necessary to render it enforceable
and as so severed or modified, this Agreement shall continue
in full force and effect.
(h) Section Headings.
The section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural
shall be deemed to include each of the singular, and
pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the
parties hereto agree to make, execute and deliver or cause
to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the
requesting party may reasonably require to carry out the
terms of this Agreement and the transactions contemplated
hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal
delivery or by mail (either a. United States mail, postage
prepaid, or b. Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject
to the right to designate a different address by notice
similarly given):
To Client:
Xxxx Xxxxx, President
World Shopping Network, Inc.
0000 Xxxxxxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxx, Xxxxxxxxxx 00000
To Consultant:
Xxxxxx-Xxxxx Xxxxx Xxxxxxxxxx
0000 Xxxxxx Xxxx, #0-X
Xxxxxxx Xxxxx, Xxxxxxx 00000-0000
(l) Governing Law.
This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.
Each of the parties consents to the exclusive jurisdiction
of the federal courts of the State of California in
connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such
jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary
power, consent and authority to execute and deliver this
Agreement on behalf of such party.
(n) Execution in Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and have agreed to and accepted the terms
herein on the date written above.
World Shopping Network, Inc.
By : /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
President/Chief Executive Officer
Xxxxxx-Xxxxx Xxxxx Xxxxxxxxxx
/s/ Xxxxxx-Xxxxx Xxxxx Xxxxxxxxxx
Xxxxxx-Xxxxx Xxxxx Xxxxxxxxxx
