Xxx Xxxxxxxx
Marketing Software Consulting Agreement
THE AGREEMENT is made and entered into as of this 8th day of August 2000 by and
between Xxx Xxxxxxxx hereinafter referred to as "Marketing Software Consultant",
with its principal place of business at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, and
Masterpiece Technology Group (MPTG).
RECITALS
WHEREAS, the Marketing Software Consultant is in the business of providing
general computer programming.
WHEREAS, in the operation of Company's business Company is in need if the
services which Xxx Xxxxxxxx provides and wishes to enter a business agreement
with Masterpiece Technology Group to provide such services.
IN CONSIDERATION of the promise and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant it which Xxx Xxxxxxxx (The Marketing Software Consultant) has been
retained to serve as a computer Marketing Software Consultant and advisor to
Masterpiece Technology Group on a nonexclusive basis as an independent
contractor. The undersigned hereby agree to the terms and conditions.
AGREEMENTS
1. Terms of Contract: This Agreement will become effective August 8, 2000 and
will continue in effect for a period of One-Hundred and eighty days, unless
earlier terminated pursuant to Section 4 of this agreement.
2. Services to be Performed by Independent Contractor/Marketing Software
Consultant.
2.1. Duties of Independent Contractor. Contractor shall at the request of the
Company, upon reasonable notice, render the following services to the Company
from time to time.
2.2. Duties of Marketing Software Consultant: Marketing Software Consultant
agrees to provide general computer consulting to Company. The Marketing
Software Consultant will provide such consulting services and advice pertaining
to the Company's computer programming needs.
2.3. Independent Contractor Status. It is the express intention of the parties
that Xxx Xxxxxxxx be an independent contractor and not an employee, agent, joint
venture or partner of Company. Company shall have no right to and shall not
control the manner or prescribe the method by which Xxx Xxxxxxxx performs the
above described services. Xxx Xxxxxxxx shall be solely responsible for its own
actions and the actions of its agents, employees or partners while engaged in
the performance of services required by this Agreement. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Company and Xxx Xxxxxxxx or any
employee or agent of Xxx Xxxxxxxx. Both parts acknowledge that Xxx Xxxxxxxx is
not an employee for state or federal income tax purpose Xxx Xxxxxxxx
specifically agrees that it shall be exclusively liable for the payment of all
income taxes, or other state or federal taxes, that are due as a result of
receipt of any consideration for the performance of services required by this
agreement. Xxx Xxxxxxxx agree that any such consideration is not subject to
withholding by the Company for payment of any taxes and Xxx Xxxxxxxx directs
Company not to withhold any sums for the consideration paid to Xxx Xxxxxxxx
for the services provided hereunder, Xxx Xxxxxxxx, shall retain the right to
perform services for others during the term of this Agreement. Nothing herein
shall constitute Marketing Software Consultant as an employee or agent of the
Company, except to such extent as might hereinafter be agreed. Marketing
Software Consultant shall not have the authority to obligate or commit the
Company in any matter whatsoever.
2.4. Use of Employees of Contractor; Xxx Xxxxxxxx, may at its own expense use
any employees or subcontractors, as it deems necessary to perform the services
by Xxx Xxxxxxxx, by this Agreement. Company may not control, direct or
Supervise Marketing Software Consultant and/or it's employees or subcontractors
in the performance of those services.
2.5. Expense: Xxx Xxxxxxxx shall bear out-of-pocket costs and expenses, incident
to performing the Consulting Services without a right of reimbursement from the
Company unless such expenses are pre-approved by the Company.
2.6. Available Time: Marketing Software Consultant shall make available such
time as it, in its sole discretion. Shall deem appropriate for the performance
of its obligation under this Agreement.
3. Compensation
3.1. Consideration. Company and Marketing Software Consultant agree that Xxx
Xxxxxxxx shall receive Two Hundred Four Thousand (204,000) Shares of free
trading MTG stock. This agreement between Xxx Xxxxxxxx and Masterpiece
Technology Group is performance based. If Xxx Xxxxxxxx fails to perform the
necessary deeds to which has been outlined above, the remaining compensation is
subject to subject to cancellation. The first month of compensation is
not subject to any cancellation by Masterpiece Technology Group and any
cancellation of contract must be made in writing a minimum of five days prior to
the beginning of each new month.
3.2. Reimbursement for out-of-pocket Expense: Company shall reimburse Xxx
Xxxxxxxx at net cost, for the out-of-pocket expenses incurred in furtherance of
this Agreement for travel, postage, printing, telex, and delivery services
provided that any such expenses in excess of $250.00 shall be subject to Company
pre-approval and expenses should not exceed $1500.00.
3.3. Assignment and Termination: This Agreement shall not be assignable to any
party.
4. Termination Agreement
4.1. Termination on Notice: Notwithstanding any other provisions of this
Agreement Company may terminate this Agreement at any time by giving fifteen
(15) days written notice to the Marketing Software Consultant. Upon Xxx
Xxxxxxxx receiving 5 days written notification of termination of this Agreement
by Company, it is to receive full payment for services and expenses as stated in
item 3.1 and 3.2 of this Agreement. Unless otherwise terminated as provided in
this Agreement, this Agreement will continue in force for a period of Six
Months.
4.2. Termination on Occurrence of Stated Event: This Agreement will terminate on
the occurrence of the following event.
(A.) Bankruptcy or Insolvency of Company
(B) Nonpayment or performance as stated in this Agreement by Company
(C) Nonperformance as stated in this Agreement by Marketing Software
Consultant.
5. Confidentiality: During the term of this Agreement and for a period of one
year thereafter, the Marketing Software Consultant shall treat as the Company's
confidential trade secrets all data, information, ideas, knowledge and papers
pertaining to the affairs of the Company. Without limiting the generality of
the foregoing, such trade secrets shall include, the identity of the Company's
customers, suppliers and prospective customers and suppliers; the identity of
the Company's creditors and other sources of financing; the Company's estimating
costing procedures and the cost and gross prices charged by the Company for its
products, the prices or other consideration charged to or required of the
Company by any of it's suppliers or potential suppliers; the Company's sales and
promotional policies, and all information relating to entertainment programs or
properties being produced or otherwise developed by the Company. The Marketing
Software Consultant shall not reveal said trade secretes to other-, except in
the proper exercise of it's duties for the Company, or use their knowledge
thereof in any way that would be detrimental to the interest of the Company
unless compelled to disclose such information by judicial or administrative
process, provided, however, that the divulging of information shall not be a
breach of this Agreement it) the extent that such information was (1) previously
known by the I" to which it is divulged. Already in the public domain, all
through no fault of the Marketing Software Consultant, or required to be
disclosed by Marketing Software Consultant following judicial or governmental
order. The Marketing Software Consultant shall also treat all information
pertaining to the affairs of the Company's Suppliers and customer. and
prospective customers and suppliers as confidential trade secrets of such
customers and suppliers and prospective customers.
6. Marketing Software Consultant's Liability; in the absence of gross negligence
or willful misconduct on the part of the Marketing Software Consultant or the
Marketing Software Consultant's breach of any terms of this Agreement, the
Marketing Software Consultant shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor if the Company, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder, Except in those cases where the gross negligence or willful
misconduct of the Marketing Software Consultant or the breach of any terms of
the Agreement is alleged or proven, the Company agrees to defend , indemnify and
hold the Marketing Software Consultant of any terms harmless from against any
and all reasonable costs, expenses and liability including reasonable attorney's
fees, paid in the defense of the Marketing Software Consultant, which may in any
way result from services rendered by the Marketing Software Consultant pursuant
to or in any connection with this Agreement. This indemnification expressly
excludes any and all damages as a result of any actions or statements, on behalf
of the Company, made by the Marketing Software Consultant without the prior
approval or authorization of the Company.
7. Company's Liability. The Marketing Software Consultant agrees to defend,
indemnity and hold the Company Harmless from an against any and all reasonable
costs, expenses and liability (including reasonable attorney's fees paid in
defense of the Company) which may in any way result pursuant to it's gross
negligence or willful misconduct or in any connection with any action taken or
statements made on behalf of the Company, without the prior approval or
authorization of the Company or which are otherwise in violation of applicable
law.
8. Entire Agreement; This Agreement embodies the entire agreement and
understanding between the Company and the Marketing Software Consultant and
supersedes any all negotiations, prior discussions and preliminary and prior
agreements and understandings related to the primary subject matter hereof.
This Agreement shall not be modified except by written instrument duly executed
by each of the parties hereto.
9. Waiver; No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a Waiver of any other provisions, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.
10. Assignment and Binding Effect; This Agreement and the rights hereunder may
not be assign by the parties (except by operation of law merger, consolidation,
and sale of assets) and shall be binding upon and insure to the benefit of the
parties and their respective successors, assigns and legal representative.
11. Severability; Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for
any reason whatsoever such unlawfulness or invalidity shall not affect the
validity of this Agreement.
12. Governing Law; This Agreement shall be construed and interpreted in
accordance with the laws of The state o California. Any litigation arising
hereunder shall be initiated only in the state of California. The prevailing
party shall be entitled to recover its attorney's fee costs. This Agreement
shall not be construed against either party hereto in the event of any
ambiguities.
13. Headings; The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term provision hereto.
14. Further Acts; Each party agrees to perform any further acts and execute and
deliver any further documents that May be reasonably necessary to carry out the
provisions and intent of this Agreement.
15. Acknowledge Concerning Counsel: Each party acknowledges that it had the
opportunity to employ separate and independent counsel of its own choosing in
connection with this Agreement.
16. Independent Contractor Status: There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The parties
have no authority to bind the other or incur any obligations on their behalf.
17. Counterparts: This Agreement may be executed simultaneously in two or more
counterparts each of which shall be deemed original but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly execute this Agreement as the
date first written
Xxx Xxxxxxxx
BY: ____________________
Xxx Xxxxxxxx
Masterpiece Technology Group
BY; ____________________
Xxxxxx Xxxxx, CEO
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