Microsoft Word 10.0.3416;CONSULTING AGREEMENT
This Agreement is made on August 2, 2004 between Studio 54, Inc. (the "Company")
and Xxxx Xxxxxxx (the "Consultant") and is effective on August 2, 2004. The
Consultant has extensive experience regarding the Search Engine Optimization and
the Company seeks to benefit from the Consultant's expertise by retaining the
Consultant as an exclusive Technical Consultant. The Consultant wishes to
perform consulting services for the Company. Accordingly, the Company and the
Consultant agree as follows:
1. Services
a. The Consultant shall provide advice and consulting
services to the Company with respect to matters related to
Search Engine Optimization. The Consultant shall be
engaged by the Company as a consultant for the exchange of
ideas only and under the terms of this Agreement.
b. The Company acknowledges that the consultant is an
employee.
2. Compensation
As full consideration for the consulting services provided by the
Consultant, the Company shall pay the Consultant $4,500 per month
(four thousand and five hundred dollars).
3. Intellectual Property
a. Title to all inventions and discoveries made by the
Consultant resulting from the work performed hereunder
shall reside in Studio 54, Inc.; title to all inventions
and discoveries made by the Company resulting from the
research performed hereunder shall reside in the Company;
title to all inventions and discoveries made jointly by
Consultant and Company resulting from the research
performed hereunder shall reside jointly. Inventorship
shall be determined in accordance with the US patent law.
4. Defense and Indemnification
The Company agrees, at its sole expense, to defend the Consultant
and Studio 54, Inc. against and to indemnify and hold the
Consultant and Studio 54. harmless from., any claims or suits by a
third party against the Consultant or Studio 54, Inc. or any
liabilities or judgments based thereon, either arising form the
Consultant's performance of services for the Company under this
Agreement or arising from any Company products which result from
the Consultant's performance of services under this Agreement.
5. Term and Termination
a. This agreement shall be for the term of 12 months,
renewable upon reasonable terms and conditions as may be
agreed upon by the Company and the Consultant.
b. Termination of the Agreement under paragraph 8(a) above
shall not affect (a) the Company's obligation to pay for
services previously performed by the Consultant or
expenses reasonably incurred by the Consultant for which
the Consultant is entitled to reimbursement under
paragraph 2, above, (b) the Company's obligations to
recognize the priority of Studio 54, Inc. and Studio 54,
Inc. intellectual property rights under paragraph 3(a)
above.
6. Miscellaneous
a. This Agreement shall inure to the benefit of and be
binding upon the respective heirs, executors, successors,
representatives, and assigns of the parties, as the case
may be.
b. The relationship created by this Agreement shall be that
of an employee.
c. This Agreement replaces all previous agreements and the
discussions relating to the subject matters hereof and
constitutes the entire agreement between the Company and
the Consultant with respect to the subject matters of this
Agreement. This Agreement may not be modified in any
respect by any verbal statement, representation, or
agreement made by any employee, officer or representative
of the Company, or by any written documents unless it is
signed by an officer of the Company and by the Consultant.
d. If any term or provision of the Agreement is deemed
invalid, contrary to, or prohibited under applicable laws
or regulation of any jurisdiction, this Agreement (save
only this sentence) shall be invalid.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the first
date stated abode.
By:_____________________
Secretary/Director, Mangolein Xxxx
By:_____________________
Consultant, Xxxx Xxxxxxx
