CONSULTING AGREEMENT
AGREEMENT made November 19, 1999, between eContent Inc., a corporation
organized and existing under the laws of the State of Delaware with its
principal place of business at 000 X. Xxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx
("Client"), and Xxxxxx Xxxxx, an individual who resides at 00 Xxxx 00xx Xxxxxx,
Xxx Xxxx, XX 00000 ("Consultant").
RECITALS
1. Client is a vertically integrated e-Commerce marketing Company and
in the conduct of such business desires to have business advisory services
performed for Client by Consultant.
2. Consultant agrees to perform these services for Client under the
terms and conditions set forth in this agreement.
In consideration of the mutual promises set forth herein, and intending
to be legally bound, it is agreed by and between Client and Consultant as
follows:
SECTION ONE
NATURE OF WORK
Consultant will perform consulting and advisory services on behalf of
the Client with respect to all matters relating to or affecting Client's
business objectives. As a part of Consultant's services, Consultant shall review
the current structure of Client and make suggestions thereon.
SECTION TWO
TIME DEVOTED TO WORK
In the performance of this Agreement, the services and the hours
Consultant is to work on any given day will be entirely with Consultant's
control and Client will rely upon Consultant to put in such number of hours as
is reasonably necessary to fulfill the spirit and purpose of this Agreement.
SECTION THREE
COMPENSATION
Consultant will receive as compensation for his services hereunder,
those Stocks Options as listed in that certain Stock Option Agreement dated
November 26, 1999, a copy of which is annexed hereto.
SECTION FOUR
DURATION
This agreement shall be considered as a firm commitment on the part of
the parties hereto for a period of three (3) months commencing . This agreement
may be extended by mutual agreement of the parties in writing.
SECTION FIVE
STATUS OF CONSULTANT
This agreement calls for the performance of the services of the
Consultant as an Independent contractor and Consultant and his employees will
not be considered employees of Client for any purpose.
SECTION SIX
MISCELLANEOUS
6.1 Indemnification. Each party shall indemnify and hold the other
party and such party and such party's officers, directors, employees, agents and
professionals employed by such party harmless from and against any and all
liabilities, damages, expenses, investigative costs, other costs and losses
(including attorneys' fees and court costs) incurred by such party and such
party's officers, directors, employees and agents arising out of or in
connection with allegations, claims, counterclaims, demands, charges, or
violations of federal or state securities or self-regulatory agency laws, rules,
or regulations, or any other state or federal statutory or common law,
negligence or breach of contract, whether in a civil, criminal, administrative,
or other proceeding, arbitration, mediation, investigation or otherwise,
attributable in whole or, to the extent responsible, in part, to any breach of
this Agreement or the actions, past, present or future, of such party.
6.2 Consultant agrees not to be employed by or have any interest
(except a shareholder of a public corporation) in any entity which competes with
Client.
6.3 Waiver. No term or provision of this Agreement shall be deemed
waived and no breach excused, unless such a waiver or consent shall be in
writing and signed by a duly authorized representative of the party claimed to
have waived or consented. Any consent by any party to, or waiver of, a breach by
the other party, whether expressed or implied, shall not constitute consent to,
waiver of or excuse for any different or subsequent breach.
6.4 Assignment. This agreement shall be binding upon and inure to the
benefit of the parties under this Agreement and shall not, however, be assigned
or delegated, by operation of law or otherwise, without the prior written
consent of the other party. This shall not preclude the merger, consolidation or
sale of substantially all of the assets of Client or Consultant with or to
another corporation, nor require the prior consent of Client or Consultant to
such a transaction, nor shall it preclude the assignment of Consultant's rights
to receive any fees under this Agreement. No person other than Client and
Consultant shall have any rights or be entitled to any benefit whatsoever under
any term or condition of this Agreement.
6.5 Each party shall notify the other immediately if it becomes
insolvent, becomes the subject of a petition in Bankruptcy Court or makes an
assignment for benefit of creditors.
6.6 Notices. All notices and communications under this Agreement shall
be sufficient if sent by United States first class, prepaid mail return receipt
requested, hand delivered or telecopied to the parties' respective addresses as
follows:
If to Client: If to Consultant:
eContent Inc. Xxxxxx Xxxxx
000 X. Xxxxxxxxx Xxxxx 000 00 Xxxx 00xx Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000 Xxx Xxxx, XX 00000
Either party may change its address by giving the other party five (5)
days prior notice in writing of the new address.
6.7 Modification and Headings. No modification or amendment to this
Agreement shall be valid unless in writing, signed by duly authorized
representatives of
each party. Titles or headings of paragraphs are for convenience only and have
no legal significance.
6.8 Severability. The invalidity of any paragraph or subparagraph
hereof shall not affect the validity of any other paragraph or subparagraph. If
any one or more of the provisions contained in this Agreement shall be held to
be excessively broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law.
6.9 Governing Law. The validity of this Agreement, and the terms
hereof, and all the duties, obligations, and rights arising herefrom, shall be
governed by and interpreted in accordance with the laws and decisions of the
Commonwealth of Delaware.
6.10 Entire Agreement. This agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written agreements, negotiations, representation and proposals, written or
oral, relating to such subject matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
eContent Inc.
By:
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Xxxxxx Xxxxx (Consultant)
