Exhibit 4.b
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of
May 16, 2002, between UgoMedia Interactive Corporation, a Nevada
corporation (the "Company"), and Xxxxxxx Xxxxx ("Consultant"), an
individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and advise
the Company, and Consultant is willing to provide such services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as an
independent contractor and not as an employee, to render consulting
services to the Company as hereinafter provided and Consultant
hereby accepts such engagement for a period commencing on May 16,
2002, and ending on the May 15, 2003. Consultant agrees that
Consultant will not have any authority to bind or act on behalf of
the Company. Consultant shall at all times be an independent
contractor hereunder, rather than an agent, coventurer, employee or
representative of the Company. The Company hereby acknowledges and
agrees that Consultant may engage directly or indirectly in other
businesses and ventures and shall not be required to perform any
services under this Agreement when, or for such periods in which,
the rendering of such services shall unduly interfere with such
other businesses and ventures, providing that such undertakings do
not completely preempt Consultant's availability during the term of
this Agreement. Neither Consultant nor his employees will be
considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being entitled
to participate in any health insurance, medical, pension, bonus or
similar employee benefit plans sponsored by the Company for its
employees. Consultant shall report all earnings under this
Agreement in the manner appropriate to its status as an independent
contractor and shall file all necessary reports and pay all taxes
with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the
Company hereby engages the Consultant, and Consultant hereby
accepts the engagement, to provide advice, analysis and
recommendations (the "Services") to the Company with respect to the
following:
A. Identifying prospective strategic partners and strategic
alliances;
B. Corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business
consulting needs as expressed by Company;
C. Business development and business advertising, including
coordinating live events;
D. Due diligence processes and capital structures and filing
issues;
E. Business strategies;
F. Corporate imaging advertising including print, online and
multimedia mediums;
G. Development of business compensation policies;
H. Periodic reporting as to developments concerning the industry
which may be relevant or of interest or concern to the Company or
the Company's business;
I. Developing and managing Strategic Planning issues;
J. Providing Project Management services for various projects;
K. Assisting in the management of other outsource vendors;
L. Online content development and coordination for the Company's
web presence;
M. Provide management consulting services including: analyzing
historical operational performance, reviewing operational
performance of the Company on a monthly basis, making
recommendations to enhance the operational efficiency.
N. Consulting on alternatives to enhance operational growth of the
Company;
O. Coordinating corporate administrative activities.
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to those
rendered by Consultant to Company prior to the date hereof;
provided that:
(a) To the extent practicable such services shall be furnished only
at such time and places as are mutually satisfactory to the Company
and Consultant; and
(b) Consultant shall not be called upon to devote more than 10
hours in any week in performing such services and shall not be
required to perform any services hereunder while Consultant is on
vacation or suffering from an illness.
Duties of Company
1. Subject to the terms and conditions of this Agreement ,
Company shall take all actions necessary to obtain and maintain a
qualification for quotation or listing on the over the counter
bulletin board, including:
* Timely filing of all required SEC reports, including all
required financial information
* Compliance with all existing and any proposed or new
qualification or listing requirements on the over the counter
bulletin board, including but not limited to those proposed
requirements as set forth on Schedule A.
2. Company shall not enter into any binding commitments,
obligations or agreements without prior notice and opportunity to
review given to Consultant.
3. Company shall promptly furnish to Consultant upon request any
requested information, written or oral, concerning the business and
affairs of the Company.
4. Company shall not issue any additional shares of common stock
or options for or securities convertible into common stock, or
undertake any forward or reverse split of its common stock, or
undertake any other action requiring stockholder approval as set
forth in Schedule A, without the prior written approval of
Consultant, which shall not be unreasonably withheld upon Company
furnishing adequate and sufficient justification for such proposed
action.
5. Company shall promptly comply with all reasonable requests of
Consultant under this Agreement.
6. Notwithstanding the provisions of this agreement, any failure
of Company to fully and completely comply with all Company's duties
hereunder shall give Consultant the right to immediately and
without notice terminate this Agreement and retain all shares
issued to Consultant hereunder, which shall be deemed fully earned
by Consultant in the event of such termination. All of Company's
agreements, representations, warranties, duties and obligations
under this Agreement shall survive any such termination.
7. Time is of the essence for Company in this provision
concerning Company's Duties.
2. Compensation and Expenses. For the Services provided by the
Consultant, the Company (i) shall compensate the Consultant by
delivering to the Consultant, not later than May 16, 2002, two
hundred and fifty thousand (250,000) shares of the common stock of
the Company ("Common Stock") that is Freely Tradeable (as
hereinafter defined). "Freely Tradeable" means shares that may be
sold at any time by the Consultant free of any contractual or other
restriction on transfer and which have been appropriately listed or
registered for such sale on all securities markets on any shares of
the Common Stock are currently so listed or registered; and (ii)
the Company shall be responsible for the payment of the reasonable
out-of-pocket costs and expenses of Consultant incurred prior to,
or on or after the date of this Agreement, in connection with its
engagement under this Agreement, including, but not limited to,
reasonable fees and disbursements of counsel for Consultant, travel
and related expenses, document production and computer database
charges. The Company shall reimburse Consultant for such costs and
expenses as they are incurred, promptly after receipt of a request
for reimbursement from Consultant.
3. Successors and Assigns. This Agreement is binding upon and
inures to the benefit of the Company and its affiliates, successors
and assigns and is binding upon and inures to the benefit of
Consultant and his successors and assigns; provided that in no
event shall Consultant's obligations to perform the Services be
delegated or transferred by Consultant without the prior written
consent of the Company.
4. Term. This Agreement shall commence on the date hereof and,
unless sooner terminated in accordance with the provisions of
Section 6 hereof, shall expire on May 15, 2003 However, the
Agreement may be extended by mutual written consent.
5. Termination. Either the Company or Consultant may terminate this
Agreement for material breach upon at least thirty (30) days prior
written notice specifying the nature of the breach, if such breach
has not been substantially cured within the thirty (30) day period.
6. Independent Contractor Relationship. Consultant and the Company
are independent contractors and nothing contained in this Agreement
shall be construed to place them in the relationship of partners,
principal and agent, employer/employee or joint ventures. Neither
party shall have the power or right to bind or obligate the other
party, nor shall it hold itself out as having such authority.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages,
liabilities, reasonable attorney's fees, court costs and expenses
resulting or arising from any third-party claims, actions,
proceedings, investigations, or litigation relating to or arising
from or in connection with this Agreement, or any act or omission
by Company.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be
deemed to have been duly given (i) when delivered, if personally
delivered, (ii) when sent by facsimile transmission, when receipt
therefor has been duly received, or (iii) when mailed by United
States registered mail, return receipt requested, postage prepaid,
or by recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any party
may have furnished to the other in any writing in accordance
herewith, except that notices of change of address shall be
effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by authorized officers of each
party. No waiver by either party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in
relation to this Agreement shall be settled by binding arbitration
in Las Vegas, Nevada in accordance with the laws of the State of
Nevada and the rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
11. Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as
to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without invalidating
the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or
its application to other parties or circumstances. In addition, if
any one or more of the provisions contained in this Agreement shall
for any reason in any jurisdiction be held to be excessively broad
as to time, duration, geographical scope, activity or subject, it
shall be construed, by limiting and reduction it, so as to be
enforceable to the extent compatible with the applicable law of
such jurisdiction as it shall then appear.
By executing this Agreement, Company acknowledges that the services
to be rendered are not in connection with a capital raising
transaction and do not directly or indirectly promote or maintain a
market for the securities of Company. IN WITNESS WHEREOF, this
Consulting Agreement has been executed by the Company and
Consultant as of the date first written above.
Signature of Contractor
Name: Xxxxxxx Xxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: _______________________________
Signature of Company
Name: UgoMedia Interactive Corporation
Address: 0000 Xxxx Xxxxxx Xxx Xxxx, Xxxxx 00
Xxx Xxxxx, Xxxxxx 00000
Signature: _______________________________
