Exhibit 4.1
CONTRACT AGREEMENT
This AGREEMENT shall be effective on this 16th day of November 2001 and is made
between Istanbul, Inc.("Consultant") and Max Development, Inc. d/b/a Image World
Media, Inc., a Colorado Corporation having offices at 00000 Xxxxx Xxxxx Xxxx,
Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 ("Client").
1.0 PREMISES
WHEREAS, the Consultant has expertise in the area of business
development, corporate strategy, joint ventures, media communications, mergers
and acquisitions; and
WHEREAS, having reviewed the Consultant's background and experience,
the Client has made a determination as to the competency of Consultant to assist
the Company with such matters;
NOW THEREFORE, in consideration of the premises, covenants and
conditions contained in this AGREEMENT, and intending to be legally bound, the
parties mutually agree as follows:
2.0 AUTHORITY AND RESPONSIBILITY OF CONSULTANT
2.1 Xxxxx Xxxxx will be the consultant of record and will perform the services
listed in Section 2.2 below. No other individual will be substituted without the
express written permission of the Client.
2.2 The Consultant will use his best efforts to assist with the following:
a) Aiding in Client's corporate strategy and business planning,
and arranging meetings when appropriate;
b) Attending key meetings for Client for the purpose of business
development;
c) Providing assistance with regard to structuring of proposed
mergers and acquisitions by Client;
d) Liaising with Client's accountants and legal advisors when
necessary to assist with Client's business development;
e) All other services which the Consultant sees fit to render
under this AGREEMENT; and
f) Consultant shall not be responsible for any fundraising on
behalf of Client, unless otherwise agreed to in writing by
Consultant.
3.0 AUTHORITY AND DUTIES OF CLIENT.
3.1 Client shall provide Consultant with all necessary information about the
company and will provide a representative to act as a liaison to the Consultant.
4.0 LEVEL OF EFFORT; TERM OF AGREEMENT
4.1 The term of this AGREEMENT is one year.
4.2 This AGREEMENT may be terminated by either party with 30 days written
notice.
4.3 The Consultant will use his best efforts throughout the term of the
AGREEMENT.
5.0 FEES AND TERMS OF SALE
5.1 Within 20 days of the signing of this AGREEMENT, the Consultant shall
receive 300,000 shares of Common Stock of Max Development, Inc. To the extent
that Form S-8 is available to register the Shares under the Securities Act of
1933, as amended, the Company will use its best efforts to register the issuance
of such shares on Form S-8. In the event that the Company files an SB-2 or
similar registration statement within one year of the closing, the Consultant
will be provided "piggyback" registration rights with respect to any shares not
already registered pursuant to Form S-8.
5.2 In addition, the Consultant shall receive reimbursement for all reasonable
out-of-pocket expenses incurred as a result of performing the services described
in Section 2.
5.3 Consultant shall return for cancellation any shares previously received in
connection with its services to Image World Media, Inc.
6.0 PROPRIETARY INFORMATION
6.1 The Consultant agrees to safeguard confidential information of Client and
will not disclose or permit the use or disclosure of any such information,
except as authorized in advance by Client in writing. The Consultant further
agrees to surrender all confidential data to Client either on request,
cancellation, or termination of this AGREEMENT and will not retain copies,
notes, or memoranda of such data. The obligations specified in this section
shall be deemed to survive the termination of this AGREEMENT.
7.0 RELATIONSHIP OF PARTIES
7.1 This AGREEMENT does not create an employer-employee or agent-servant
relationship between the parties. At all times under this AGREEMENT the
Consultant shall be considered an independent contractor.
7.2 Consultant shall not be responsible for any obligation or liability incurred
or assumed by the Client or its employees, affiliates, representatives, agents,
or subcontractors and the Client hereby indemnifies and holds Consultant
harmless from any claim arising from the acts or omissions of such persons.
8.0 MODIFICATIONS; ENTIRE AGREEMENT
8.1 This writing contains the entire AGREEMENT of the parties. No
representations were made or relied upon by any party other than those expressly
set forth herein. No agent, employee, or representative of a party is empowered
to alter or modify any of the terms in this AGREEMENT unless such modification
is done in writing and signed by the signatories below, or other authorized
representatives designated, in writing, by the respective parties. The parties
specifically agree that this AGREEMENT supersedes and replaces any prior
agreement between the parties, including but limited to, any agreement between
the Consultant and Client's wholly owned subsidiary, Image World Media, Inc.
9.0 SEVERABILITY
9.1 Any provision of this AGREEMENT that is invalid, illegal or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity, illegality, or unenforceability, without affecting in any way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provision of this AGREEMENT invalid, illegal, or unenforceable in any
other jurisdiction.
10.0 WAIVERS
10.1 Any waiver by a party to any term or condition of this AGREEMENT by the
other party shall not affect or impair the waiving party's right with respect to
any subsequent act or omission of the same type, nor shall it be deemed to waive
any other right under this AGREEMENT; nor shall any delay or omission of a party
to exercise any right arising under this AGREEMENT affect or impair such party's
rights as to the same or any future delay or omission; nor shall the failure of
a party to this AGREEMENT to require or exact full and complete compliance with
any one or more of the provisions of this AGREEMENT be construed as in any
manner changing such provision or provisions.
11.0 AUTHORITY TO ACT
11.1 The parties hereto warrant and represent that they have the full power and
authority to enter into this AGREEMENT and to consummate the transactions
contemplated hereby and have been duly authorized to execute this AGREEMENT.
12.0 NOTICES
12.1 All notices, purchase orders, and other communications contemplated under
this AGREEMENT shall be in writing and shall be either personally delivered, or
transmitted by certified mail, facsimile transmission, wire, or other device
reasonably calculated to effect delivery of documents within five (5) business
days. Unless otherwise agreed to by all the parties, such notices, orders, and
communications shall be sent, as appropriate, to the parties at the addresses
noted below:
If to Consultant:
Istanbul Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 0X
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx
If to the Client:
Image World Media, Inc.
00000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
13.0 CONROLLING LAW AND DISPUTE RESOLUTION
13.1 This AGREEMENT shall be interpreted, controlled, and enforced in accordance
with the substantive laws of the State of Maryland.
13.2 Each party shall bear its own expenses in any litigation conducted under
this section.
13.2 Any controversy or claim arising out of or relating to this AGREEMENT, or
breach of this AGREEMENT is to be settled by arbitration in Rockville, Maryland
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction. There must be three arbitrators, one
to be chosen directly by each party at will and the third arbitrator to be
selected by the two arbitrators so chosen. Each party will pay the fees of the
arbitrator he or she selects and his or her own attorneys, and the expenses of
his or her witnesses and all other expenses connected with presenting his or her
case. Other costs of the arbitration, including the cost of any record or
transcripts of the arbitration, administrative fees, the fee of the third
arbitrator, and all other fees and costs, will be borne equally by the parties.
14.0 TERMINATION
14.1 This AGREEMENT shall be deemed terminated upon the occurrence of any one or
more of the following events:
(a) A party commits a breach of one or more material terms and conditions
of this AGREEMENT and the nonbreaching party elects to terminate this AGREEMENT;
(b) In the Opinion of the Client, the Consultant fails to put forth a
satisfactory level of effort in performing the duties described in Section 2.0;
(c) A party becomes insolvent, or subject to a petition in bankruptcy, or
is placed under the control of a receiver, liquidator, or committee of
creditors; or
(d) Upon mutual consent of the parties.
14.2 Termination of this Agreement for any reason shall not effect the
compensation to be paid to consultant pursuant to Section 5.
IN WITNESS WHEREFORE, the parties hereto have duly executed this Contract for
Consulting Services.
Consultant
ISTANBUL INC.
BY: /s/ Xxxxx Xxxxx
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Printed Name: Xxxxx Xxxxx
MAX DEVELOPMENT INC.
BY: /s/ Xxxx Xxxxxxxxx
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Printed Name: Xxxx Xxxxxxxxx
