EX-10.2 AGREEMENT FOR CONSULTING SERVICES
AGREEMENT FOR CONSULTING SERVICES
AGREEMENT made and entered into as of this fifteenth day of February
2003 (the "Agreement"), by and between Eclipse Entertainment Group,
Inc., a Nevada corporation (the "Company") with principal offices at
00000 Xxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000 and Xxxx X.
Xxxxxxxx residing at 0 XxxXxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000
("Consultant").
Whereas, the Company is in the business of producing films and
establishing a network of foreign and domestic buyers to produce or
acquire film programming; and
Whereas, the Consultant is in the business of providing business
advice, management and product marketing services to companies and the
Company believes such experience is in its best interest to utilize,
and
Whereas, the Company acknowledges that the Consultant has been
performing such services since August 1st, 2002 for the Company, and
Whereas, the Company formally desires to engage Consultant to continue
to provide such services in accordance with the terms and conditions
hereinafter set forth;
Now, therefore, the Company and Consultant agree as follows:
1. Engagement. The Company agrees to engage Consultant and Consultant
agrees to provide business advice, management, and product development
and marketing services to the Company
2. Term. The term of this agreement shall commence on the date hereof
and shall continue for a period of six months.
3. Services. Consultant shall render advice and assistance to the
Company on business related matters (the "Services") and in connection
there with shall:
(a) attend meetings of the Company's Board of Directors or Executive
Committee (s) when so requested by the Company;
(b) attend meetings at the request of the Company and review, analyze
and report on proposed business opportunities;
(c) consult with the Company concerning on-going strategic corporate
planning and long term corporate development policies, including any
revision of the Company's business plan;
(d) consult with, advise and assist the Company in identifying,
studying and evaluating acquisition, joint venture, strategic
alliance, recapitalization and restructuring proposals, including the
preparation of reports, outlines and studies thereon when advisable,
and assist in negotiations and discussions pertaining thereto;
(e) assist the Company in obtaining technical and advisory assistance
from other professionals where necessary or advisable, including, but
not limited to attorneys and accountants;
(f) consult with, advise and assist the Company in the identification
and selection of additional staff, employees and professional advisors
and assist the Company in the evaluation, redeployment and/or
retention of existing employees;
(g) assist in the creation of sales and data management systems for
the distribution of product sales materials worldwide to film
distributors, film marketers, and other interested intermediaries;
(h) assist the Company in implementing its product development and
marketing program, including, but not limited to development of a more
robust model for the acquisition, production and distribution of film
and other media assets.
(i) provide the Company with advice related to aforementioned
activities.
In connection with the Services to be rendered by Consultant,
Consultant shall report to the Board of Directors and President of the
Company and shall consult with those individuals on behalf of the
Company in connection with its obligations set forth above. Consultant
agrees to make himself available to evaluate all proposals that relate
to any business undertaken by the Company, subject to the limitations
of Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute
opinions or performance of work that is in the ordinary purview of a
certified public accountant or attorney or any work that is the
ordinary purview of a registered broker/dealer or in connection with
or related to the offer or sale of securities of the Company in a
capital raising transaction.
4. Compensation.
(a) The Company shal1 cause to be issued to the Consultant, as a non-
refundable retainer for services rendered and for entering into this
agreement 1,200,000 (one million five hundred thousand) shares of its
Common Stock which shall be issued pursuant to registration on Form S-
8 under the Securities Act of 1933.
(b) All out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by
the Company and paid upon submission of appropriate documentation
thereof, provided, however, prior authorization is required for
amounts in excess of $250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence of
Section 5 hereof, Consultant agrees that he will at all times
faithfully and to the best of his experience, ability and talents
perform all the duties that may be required of it pursuant to the
terms of this Agreement. The Company specifically acknowledges and
agrees, however, that the services to be rendered by Consultant shal1
be conducted on a "best-efforts" basis and has not, cannot and does
not guarantee that his efforts will have any impact on the Company's
business or that any subsequent corporate improvement will result from
his efforts.
6. Company's Right to Approve Transaction. The Company expressly
retains the right to approve, in its sole discretion, each and every
transaction introduced by Consultant that involves the Company as a
party to any agreement. Consultant and the Company mutually agree that
Consultant is not authorized to enter any agreement on behalf of the
Company.
7. Non-Exclusive Services. The Company understands that Consultant is
currently providing certain advisory and business development services
to other individuals and entities and agrees that Consultant is not
prevented or barred from rendering services of the same nature or a
similar nature to any other individuals or entities and acknowledges
that such Services may from time to time conflict with the timing of
and the rendering of Consultant's services. In addition, Consultant
understands and agrees that the Company shall not be prevented or
barred from retaining other persons or entities to provide services of
the same or similar nature as those provided by Consultant.
8. Information Regarding Company. Consultant represents and warrants
that it has received copies of the Company's financial statements and
other disclosure documents (collectively, the "Disclosure Documents").
Consultant represents that it has read the Disclosure Documents and
has reviewed all such information with his legal, financial and
investment advisors to are extent it deemed such review necessary or
appropriate. Because of the Company's financial condition and other
factors, the receipt of capital stock of the Company as compensation
under this Agreement involves a high degree of risk, including the
risks that such stock may substantially decrease in value or have no
value. The Consultant acknowledges and accepts that risk. As a result,
Consultant is cognizant of the financial condition and operations of
the Company, has available full information concerning its affairs and
has been able to evaluate the merits and risks of being compensated in
common stock of the Company. Consultant represents and warrants to the
Company that it has received from the Company and has otherwise had
access to all information necessary to verify the accuracy of the
information in the Disclosure Documents.
9. Consultant Not an Agent or Employee. Consultant's obligations under
this Agreement consist solely of the services described herein. In no
event shall Consultant be considered to be acting as an employee or
agent of the Company or otherwise representing or binding the Company.
For the purposes of the Agreement, Consultant is independent
contractor. All final decisions with respect to acts of the Company or
its affiliates, whether or not made pursuant to or in reliance on
information or advice furnished by Consultant hereunder, shall be
those of the Company or such affiliates and Consultant shall, under no
circumstances, be liable for any expenses incurred or losses suffered
by the Company as a consequence of such actions. Consultant agrees
that all of his work product relating to the Services to be rendered
pursuant to this agreement shall become the exclusive property of the
Company. The parties acknowledge that the Services provided by the
Consultant hereunder are not in connection with the offering or sale
of securities of the Company in a capital raising transaction.
10. Representations and Warranties of the Company. The Company
represents and warrants to Consultant, each such representation and
warranty being deemed to be material, that:
(a) The Company will cooperate fully and timely with consultant to
enable Consultant to perform his obligations under this Agreement;
(b)The Board of Directors of the Company in accordance with applicable
law has duly authorized the execution and performance of this
agreement by the Company;
(c)The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation nor it will violate any
provision of the organizational documents of the Company or any
contractual obligation by which the Company may be bound;
(d) Because Consultant will rely upon information being supplied it by
the Company, all such information shall be true, accurate, complete
and not misleading, in all material respects;
(e) The Shares, when issued, will be duly and validly issued, fully
paid and nonassessable with no personal liability to the ownership
thereof;
(f) The Company will act diligently and promptly in reviewing
materials submitted to it by Consultant to enhance timely distribution
of such materials and will inform Consultant of any inaccuracies
contained therein prior to dissemination;
(g) The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
11. Representations and Warranties of Consultant. By virtue of the
execution hereof, and in order to induce the Company to enter into
this Agreement, Consultant hereby represents and warrants to the
Company as follows:
(a) He has full power and authority to enter into this Agreement, to
enter into a consulting relationship with the Company and to otherwise
perform this Agreement in the time and manner contemplated;
(b) He has the requisite skill and experience to perform the services
and to carry out and fulfill his duties and obligations hereunder;
(c)The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction,
(d) Consultant is not an affiliate of or associated with any broker-
dealers or associated with any finders which the doing or have done
business with the Company.
12. Liability of Consultant. In furnishing the Company with management
advice and other services as herein provided, Consultant shall not be
liable to the Company or its creditors for errors of judgment or for
anything except malfeasance or gross negligence in the performance of
his duties or reckless disregard of the obligations and duties under
the terms of this Agreement. It is further understood and agreed that
Consultant may rely upon information furnished to it reasonably
believed to be accurate and reliable and that, except as set forth
herein in the first paragraph of this Section 12, Consultant shall not
be accountable for any loss suffered by the Company by reason of the
Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and
Exchange Commission and the National Association of Securities
Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly
known, Consultant agrees that any information provided it by the
Company, of a confidential nature will not be revealed or disclosed to
any person or entities, except in the performance of this Agreement,
and upon completion of the term of this Agreement and upon the written
request of the Company, any original documentation provided by the
Company will be returned to it. Consultant will, where it deems
necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with
confidential material.
14. Notice. All notices, requests, demands and other communications
provided for by this Agreement shall, where practical, be in writing
and shall be deemed to have been given when mailed at any general or
branch United States Post office enclosed in a certified post-paid
envelope and addressed to the address of the respective party first
above stated. Any notice of change of address shall only be effective
however, when received.
15. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Company, its successors, and assigns,
including, without limitation, any corporation which may acquire all
or substantially all of the Company's assets and business or into
which the Company may be consolidated or merged and Consultant and his
heirs and administrators.
Consultant agrees that it will not sell, assign, transfer, convey,
pledge or encumber this Agreement or his right, title or interest
herein, without the prior written consent of the Company, this
Agreement being intended to secure the personal services of
Consultant.
16. Termination. Consultant agrees that the Company may terminate this
Agreement at any time providing prior written notice of termination to
Consultant. Any notice of termination shall only be effective however,
when received.
The Company agrees that the Company may terminate this Agreement at
any time providing prior written notice of termination to the Company.
Any notice of termination shall only be effective however, when
received.
17. Applicable Law. This Agreement shall be deemed to be a contract
made under the laws of the State of Nevada, and for all purposes shall
be construed in accordance with the laws of said state. The Company;
(i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in Nevada
State District Court, County of Xxxxx, or in the United States
District Court for the State of Nevada,
(ii) waives any objection which the Company may have now or hereafter
to the venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Nevada
State District Court, County of Xxxxx, and the United States District
Court for the State of Nevada in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior
understandings and agreements between the parties. This Agreement may
not be amended orally, but only by a writing signed by the parties
hereto.
19. Non-Waiver. No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that
right shall constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of
which together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this Agreement
the day and year first above written.
Eclipse Entertainment Group, Inc.
By: /s/ Art Birzneck
Art Birzneck, President
Xxxx X. Xxxxxxxx
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
