INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as of this 28th day of December,
2000 by and between GLOBAL TELEMEDIA INTERNATIONAL, INC., hereinafter referred
to as "Client", with its principal place of business at 0000 XxxXxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, and Xxxxx X. Xxxxxxx, XX, with his place of
business at 0000-X Xxxxxxx XX, Xxxxx 000, Xxxxxxxxxxx, XX 00000 hereinafter
referred to as "Consultant".
RECITALS
A. WHEREAS, Client is a development stage company; and
B. WHEREAS, the Consultant is generally knowledgeable in the areas of
the business operations of the Company and possesses experience in merger
structure and management compensation issues; and
C. WHEREAS, the Company wishes to engage the Consultant on a
nonexclusive basis as an independent contractor to utilize Consultant's general
merger structure knowledge and management compensation issues experience for
this type of Company; and
D. WHEREAS, the Consultant is willing to be so retained on the terms
and conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant to perform
the following consulting services (the "Consulting Services");
1.1 Duties of Consultant. The Consultant will provide such services and
advice to the Company so as to advise the Company in structuring mergers or
other acquisitions. Without limiting the generality of the foregoing, Consultant
will also assist the Company in developing, studying and evaluating acquisition
proposals, prepare reports and studies thereon when advisable, and assist in
matters of executive compensation and discussions pertaining thereof. Nothing
contained herein constitutes a commitment on the part of the Consultant to find
an acquisition target for the Company or, if such target is found, that any
transaction will be completed. This Agreement is not a contract for listing
services, and nothing in this Agreement will require the Consultant to negotiate
on behalf of the Company with corporations that are involved with listings or
making a market in corporate securities in the OTC markets.
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2. Duties Expressly Excluded. This Agreement expressly excludes the
Consultant from providing any and all capital formation and/or public relation
services to the Company inclusive of but not limited to (i) direct or indirect
promotion of the Company's securities; (ii) assistance in making of a market in
the Company's securities; and (iii) assistance in obtaining debt and/or equity
financing. The Consultant shall not have the power of authority to bind the
Company to any transaction without the Company's prior written consent.
3. Consideration. Client and Consultant agree that Consultant receive
from the Client a fee Two Hundred Thousand, (200,000) shares of Clients common
stock, in advance, as consideration for the services rendered or to be rendered
pursuant to this Agreement.
4. Term. This Agreement shall be effective for a term of six (6)
months starting from the date first written above unless sooner terminated upon
mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and
expenses incident to performing the Consulting Services, with a right of
reimbursement from the Company if such expenses are pre-approved by the Company.
6. Consultant's Liability. In the absence of gross negligence or
willful misconduct on the part of the Consultant or the Consultant's breach of
any terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of 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 Consultant or the breach by the
Consultant of any terms of this Agreement is alleged and proven, the Company
agrees to defend, indemnify, and hold the Consultant harmless from and against
any and all reasonable costs, expenses and liability (including reasonable
attorney's fees paid in the defense of the Consultant) which may in any way
result from services rendered by the 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 Consultant without the prior approval or authorization of the Company.
7. Company's Liability. The Consultant agrees to defend, indemnify,
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 its gross negligence or
willful misconduct or in any connection with any actions 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. Representations. The Consultant makes the following representations:
a. Consultant has no prior or existing legally binding obligations
that are in conflict with its entering into this Agreement;
b. Consultant shall not offer or make payment of any consideration
to brokers, dealers, or others for purposes of inducing the purchase, making of
a market or recommendation for the purchase of the Company's securities;
c. Consultant has not been advised that he is currently the
subject of an investigation or inquiry by the Securities and Exchange
Commission, the NASD, or any state securities commission;
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d. Consultant's activities and operations fully comply with now
and will comply with in the future all applicable state and federal securities
laws and regulations;
e. Consultant understands that, as a result of its services, it
may come to possess material non-public information about the Company, and that
it has implemented internal control procedures designed to reasonably to insure
that it and none of its employees, agents, Consultant or affiliates, trade in
the securities of client companies while in possession of material non-public
information;
f. During the Term of this Agreement and for a period of two years
thereafter, the Consultant shall treat as the Company's confidential trade
secrets all date, 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 and 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
its 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 Consultant shall not
reveal said trade secretes to others except in the proper exercise of its 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 to the extent
that such information was (i) previously known by the party to which it is
divulged, (ii) already in the public domain, all through no fault of the
Consultant, or (iii) required to be disclosed by Consultant pursuant to judicial
or governmental order. The Consultant shall also treat all information
pertaining to the affairs of the Company's suppliers and customers and
prospective customers and suppliers as confidential trade secrets of such
customers and suppliers and prospective customers and suppliers, and:
g. Consultant agrees to notify the Company immediately if, at any
time, any of the representations and warranties made by the Consultant herein
are no longer true and correct or if a breach of any of the representations and
warranties made by the Consultant herein occurs,
9. The Company makes the following representations:
a. The Company is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any state
securities commission;
b. The Company is in good standing in its state of incorporation;
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c. The Company and its senior management are not aware of any
materially adverse events not previously disclosed in the Company's annual and
quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and 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.
11. Waiver. No waiver of nay 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 wavier. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
13. Notices. Any notice or other communication between the parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, or faxed and confirmed at the following locations:
Company:
GLOBAL TELEMEDIA INTERNATIONAL, INC.
0000 XxxXxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx-Xxxxxxx
Consultant:
Xxxxx X. Xxxxxxx, XX
0000-X Xxxxxxx XX, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, XX
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication
shall be deemed to be given on the date of receipt.
14. 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.
15. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to
conflicts of laws.
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16. 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 or provision hereof.
17. 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.
18. Acknowledgment 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.
19. 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.
20. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an 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
of the date first written above.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
BY:
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Xxxxxxxx Xxxxxxx-Xxxxxxx, its CEO
Xxxxx X. Xxxxxxx, XX
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Xxxxx X. Xxxxxxx, XX
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