EXHIBIT 10.20
Consulting Agreement
THIS AGREEMENT (The "Agreement") is entered into on the 30th day of June
2005 by and between Wall Streets Inside Reporter, Inc., a company having an
office located at 000 Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 (hereinafter referred to
as "the Consultant") and Tix Corp., having an office located 00000 Xxxxxxx
Xxxxx, Xxxxx 000, Xxxxxx Xxxx, XX 00000 (hereinafter referred to as "the
Company").
WHEREAS, Company is desirous of the Consultant performing certain
services on its behalf as more specifically set forth herein ("the Services");
WHEREAS, the Consultant desires to perform the Services for Company; and
WHEREAS, the parties have agreed that the Consultant will provide the
Services according to the terms and conditions set forth in this agreement.
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Appointment
Company hereby appoints and engages the Consultant pursuant to the terms
and conditions of this Agreement. Consultant accepts such appointment and agrees
to perform the Services set forth herein.
2. Engagement
Company engages Consultant to provide the Services and Consultant
accepts said engagement and agrees to provide the Services to Company.
3. Description of Services
During the term of this Agreement, Consultant will provide the Company
with marketing and strategic planning services related to the ongoing operations
of the Company's business. Consultant shall provide these services on an "As
Needed" basis. In performing the Services, Consultant shall comply with all
applicable securities laws, including advising any prospective investor it may
contact relative to an investment in the Company as to the terms of its
compensation under this Agreement. All information provided by the Consultant to
any investor shall be consistent with written information contained in the
Company's website or public filings with the SEC or otherwise authorized by the
Company to be disseminated by the Consultant.
4. Term of Agreement
This Agreement shall become effective upon mutual execution hereof and
shall continue thereafter and remain in effect for a period of three (3) months
(referred to as a "Term" for purposes of this clause).
5. Compensation
In consideration for the services to be provided, the Company shall
immediately pay to the Consultant a total of 140,000 restricted shares of the
Common Stock of Tix Corp. symbol TIXC (the "Shares"). In addition, the Company
shall pay to Consultant $5,000 cash (the "Cash") each month. The Company shall
include the shares in its SB-2 registration that it intends to file in the near
future.
The foregoing shares of the Company's Common stock shall be delivered to
WallStreets Inside Reporter, Inc., located at 000 X. Xxxxxxxx Xxxxxx, Xxxxx, XX
00000 via DTC. The Cash shall be delivered via check to Wall Streets Inside
Reporter, Inc.
In the event that the Company shall fail to deliver the Shares or the
Cash as agreed, Consultant shall not be obligated to perform any consulting
services or to continue with the performance of any services until Consultant
has received the required Shares and Cash.
6. Where Services shall be performed
The Services shall be performed by Consultant at any office location
deemed appropriate by Consultant.
7. Use of Services/Materials Created by Consultant
Company agrees that the Services, materials, products or intellectual
property created by Consultant will not be used by Company to: promote Company's
common stock in connection with investor relations, in connection with marketing
of Company's common stock, or in connection with an offering of Company's common
stock, either by Company directly or indirectly through any third parties.
8. Termination
This Agreement may be terminated by either party prior to the expiration
of the term as follows:
a. Company shall have the right to terminate this Agreement immediately
upon the provision of notice at any time, with or without cause. However,
Consultant shall have the right to terminate this Agreement upon the provision
of notice only after the first four (4) months, with or without cause.
b. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
c. Upon the other party taking the benefit of any insolvency law;
d. Upon the other party having or applying for a receiver appointed for
either party.
9. Consultant as Independent Contractor
Consultant shall provide the Services as an independent contractor, and
not as an employee of Company or any company affiliated with Company. Consultant
has no authority to bind Company or any affiliate of Company to any legal
action, contract, agreement, or purchase. Consultant is not entitled to any
medical coverage, life insurance, savings plans, health insurance, or any and
all other benefits afforded to Company employees.
10. Consultant/Company May Engage in Conflicting Activities
Company acknowledges that Consultant does, and shall, represent and
service other and multiple clients in the same manner as it does Company, and
that Company is not an exclusive client of Consultant.
11. Amendments
This Agreement may be modified or amended, provided such modifications
or amendments are mutually agreed upon by and between the parties hereto and
that said modifications or amendments are made in writing and signed by both
parties.
12. Severability
If any provision of this Agreement shall be held contrary to law,
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is contrary to law, invalid or unenforceable, and that by limiting
such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
13. Applicable Law and Notice
This Agreement is executed pursuant to, and shall be interpreted and
governed for all purposes by, the laws of the State of Florida for which the
Courts in Hillsborough County, Florida shall have jurisdiction. If any provision
of this Agreement is declared void, such provision shall be deemed severed from
this Agreement, which shall otherwise remain in full force and effect.
Notice to either party shall be certified or overnight express mail
delivery at the address set forth herein:
Notices If to Consultant, to: WallStreet's Inside Reporter,
Inc.
000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
If to Company, to: Tix Corp.
00000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
14. Inurement
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, and assigns.
15. Authority to Execute and Perform Agreements
Company has the full legal right and power and all authority and
approval required to enter into, execute and deliver this Agreement and to
perform fully the obligations hereunder including approval by the Board of
Directors of Company. This Agreement has been duly executed and delivered and is
the valid and binding obligation of Company enforceable in accordance with its
terms, except as may be limited by bankruptcy, moratorium, or insolvency, or
other similar laws generally affecting the enforcement of creditor's rights. The
execution and delivery of this Agreement and the other agreements contemplated
hereunder, and the consummation of the transactions contemplated hereby and
thereby, and the performance by Company of this Agreement, in accordance with
their respective terms and conditions, will not:
a. require the approval or consent of any foreign, federal, state,
county, local, or other governmental or regulatory body or the approval or
consent of any other person'
b. conflict with or result in any breach or violation of any of the
terms and conditions of, or constitute (or with notice or laps of time or both
would constitute) a default under any order, judgment, or decree applicable to
Company, or any instrument, contract, or other agreement to which Company is a
party or by or to which Company is bound or subject; or
c. result in the creation of any lien or other encumbrance on the assets
or properties of Company.
16. Legal Proceedings
By entering into this Agreement, the parties agree to the jurisdiction
of the Hillsborough County, Courts in the state of Florida. In the even of any
litigation arising under this Agreement, the prevailing party shall be entitled
to recover all costs including reasonable attorneys' fees. It is agreed and
understood that if the Company fails to deliver the Shares, the Consultant may
xxx for specific performance together with any legal remedies available.
17. Indemnification
The Company agrees to indemnify and hold harmless the Consultant from
any action resulting from the issuance of the Shares. Said indemnification to
include all fees and costs including attorneys' fees which the Consultant may
incur. Consultant shall have the right to designate its own counsel for
representation arising out of any indemnification and the costs thereof shall be
borne by the Company.
This Agreement entered into the date set forth above.
Consultant
/s/ Xxxxxxx Xxxxxxx
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WallStreet's Inside Reporter, Inc.
Company:
/s/ Xxxxx Xxxxxxx
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Tix Corp.
