CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT ("Agreement") is made as of the 6th day of
February, 2001, by and between Xxxxx Xxxxxxx, an individual ("Consultant") and
Uncommon Media Group, Inc (Corporation).
WHEREAS Consultant has considerable knowledge and experience relating
to the business of the Corporation as a result of his prior affiliation with the
Corporation and the IT industry: and
WHEREAS Consultant desires to aid and assist the Corporation as a
consultant by providing certain advisory services to the Corporation; and
WHEREAS the Corporation desires to engage Consultant as a consultant to
render certain advisory services to the Corporation; and
WHEREAS the Corporation and Consultant desire to set forth
herein their understandings and agreements:
NOW THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth, and of other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Engagement of Consultant.
------------------------
a. The Corporation does hereby appoint and engage Consultant as
its consultant and advisor with respect to the matters
specified in Section 2 hereof for the compensation hereinafter
set forth.
b. Consultant hereby accepts his appointment and engagement by the
Corporation as a consultant and advisor to the Corporation with
respect to the matters specified in Section 2 hereof for the
compensation hereinafter set forth.
2. Activities of Consultant. During the term of this Agreement specified
in Section 4 hereof ("Term"), Consultant shall undertake for and on
behalf of, and to the extent specifically requested by, the Board of
Directors or the President of the Corporation, to make himself
available to advise the Corporation and its officers and directors at
all reasonable times, by telephone, by letter or in person with respect
to the business of the Corporation and with respect to past matters or
transactions of the Corporation. In addition, the Consultant shall make
himself available, upon reasonable advance notice, to participate in
the Corporation's negotiation of new, and renegotiation of existing,
service contracts. Notwithstanding the generality of the foregoing, the
Company recognizes the existing fulltime business obligations of
consultant and covenants that no work requested of consultant
hereunder, shall in any way conflict with such obligations.
1
3. Compensation of Consultant. In consideration of his obligations
hereunder, for the term of this agreement consultant shall be paid as
follows: The Corporation hereby covenants and agrees that Upon
execution of this agreement, the consultant will receive 100,000 shares
of the Company's common stock and additional compensation as directed
by the Board of Directors and/or the President. For capital raised on
any introductions provided by consultant, consultant will receive
compensation in the amount of 10% of initial and any subsequent amount
up to $1,000,000 (1st closing). All transaction exceeding $1,000,000
(1st closing) will be compensated based upon the Xxxxxx Formula.
Consultant will be compensated based on the Xxxxxx Formula for any
merger, acquisitions or contracts that he may introduce to company.
Payment to be delivered in a manner mutually agreed upon by both
parties.
4. Term. The Term shall commence as of the date hereof and shall continue
for one (1) year(s).
5. Expenses; Office Space.
----------------------
a. During the Term, the Corporation shall pay or promptly
reimburse Consultant for all travel, entertainment, telephone,
and other expenses paid or incurred by Consultant in
connection with the performance of his activities,
responsibilities, and services under this Agreement, upon
presentation of expense statements, vouchers, or other
evidence of expense in conformity with the Corporation's
requirements with respect to the manner of reporting of such
expenses and the prior approval of all travel and
entertainment expenditures.
b. The Corporation may, at its sole discretion, provide
Consultant, a private office and with reasonable secretarial
and other support services that may be needed from time to
time.
2
6. Representations and Warranties of the Corporation.
-------------------------------------------------
The Corporation represents and warrants to Consultant as follows:
a. The Corporation is a corporation duly organized, validly
existing and in good standing under the laws of its
Jurisdiction of incorporation.
b. The Corporation has full power and legal right and authority
to execute, deliver, and perform this Agreement, the officers
Executing this Agreement on behalf of the Corporation have
full power and authority to do so and this Agreement is
binding upon and enforceable against the Corporation in
accordance with its terms.
c. There is (i) no suit, action, proceeding or claim, (ii) no
investigation or inquiry by any administrative or governmental
body, and (iii) no legal, administrative agency or arbitration
proceeding pending or, to the best of the Corporation's
knowledge, threatened against the Corporation or to which the
Corporation is or might become a party, which questions or
challenges the validity of this Agreement, or any action taken
pursuant to this Agreement by the Corporation, and to the best
knowledge of the Corporation there is no basis or ground for
any suit, action, claim, investigation, inquiry or proceeding.
7. Covenants of the Corporation.
----------------------------
a. The Corporation shall promptly forward to Consultant any mail,
telephone messages, telegrams, notices, or other papers or
documents of a personal nature that are delivered to, or
received by, the Corporation.
b. The Corporation shall indemnify and hold harmless Consultant
fully, completely, and absolutely against and in respect of
(i) any and all losses and damages resulting from any
misrepresentation or breach of any warranty, covenant, or
agreement by the Corporation made or contained in this
Agreement, and (ii) any and all actions, suits, proceedings,
claims, demands, judgments, costs, and expenses, including
Attorneys' fees, incident to the foregoing and arising out of
or related to the activity of Consultant pursuant to the
Agreement. The Corporation shall maintain appropriate
insurance's adequate to protect the consultant in connection
with his work hereunder.
8. Independent contractor. Consultant shall at all times be an independent
contractor, rather than a co-venturer, agent, employee, or
representative of the Corporation. The Corporation hereby acknowledges
that Consultant may engage directly or indirectly in other businesses
and ventures, and recognizes that such undertakings of Consultant may
from time to time preempt Consultant's availability during the Term.
3
9. Binding effect; assignment. This Agreement shall be binding upon, and
shall inure to the benefit of, Consultant and the Corporation and their
respective heirs, executors or administrators, personal and legal
representatives, estate, legatees, and successors. The obligations
under this Agreement may not be assigned by the Corporation or
Consultant without the prior written consent of the other party hereto,
except that this Agreement may be assigned by the Corporation to any
entity controlled by, or under common control with, the Corporation.
10. Notices. All notices and other communications hereunder or in
connection herewith shall be deemed to have been duly given if they are
in writing and delivered personally or sent by registered or certified
mail, return receipt requested and first-class postage prepaid. They
shall be addressed:
To: Uncommon Media Group, Inc
00 Xxxx 00 Xxxxxx 0xx Xxxxx
Xxx Xxxx, X.X. 10019,
if to the Corporation and
To: Xxxxx Xxxxxxx
0000X Xxxxx Xxxxxxxxx Xx.
XXX 000
Xxxxxxx, XX 00000
if to Consultant, unless notice of a change of address is given to
either party by the other pursuant to the provisions of this Section
10.
11. Governing law. This Agreement shall be governed by and construed under
the laws of the State of New York. Any dispute, controversy or claim
arising under, out of or relating to this contract and any subsequent
amendments of this Agreement, including, without limitation, its
formation, validity, binding effect, interpretation, performance,
breach or termination, as well as non-contractual claims, shall be
referred to and finally determined by arbitration in accordance with
the Rules of the American Arbitration Association. The arbitral
tribunal shall consist of three (3) arbitrators. The place of
arbitration shall be New York, New York.
12. Miscellaneous.
--------------
a. This Agreement shall constitute the only agreement between the
Corporation and Consultant relating to the subject matter of
Sections 1 and 2 hereof, and no representations, promises,
understandings, or agreements, oral or otherwise, not herein
contained shall be of any force or effect.
4
b. No modification or waiver of any provision of this Agreement
shall be valid unless it is in writing and signed by the party
against whom it is sought to be enforced. No waiver at any
time of any provision of this Agreement shall be deemed a
waiver of any other provision of this Agreement at that time
or a waiver of that or any other provision at any other time.
c. The captions and headings contained herein are solely for
Convenience and reference and do not constitute a part of this
Agreement or affect in any way the meaning or interpretation
of this Agreement.
d. To the extent possible, each provision of this Agreement shall
be interpreted in a manner as to be valid, legal and
Enforceable. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
Jurisdiction, be ineffective solely to the extent of such
provision which is invalid or unenforceable within rendering
invalid or unenforceable the remaining terms and conditions
hereof.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be affixed
hereto, and Consultant has executed this Agreement, all effective as of the day
and year first above written.
CONSULTANT:
-----------------------------------
Xxxxx Xxxxxxx
UNCOMMON MEDIA GROUP, INC
By: ______________________
Xxxxxxxx Xxxxx
CEO/PRESIDENT
5
