Xxxxx Xxxxxx
0000 Xxxxxxxx Xxx, Xxxxxxxxxx Xx. 00000
Computer Consulting Agreement
THE AGREEMENT is made and entered into as of this 13th day of July 2000 by and
between Xxxxx Xxxxxx hereinafter referred to as "Computer Programmer", with its
principal place of business at 0000 Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000 and
Masterpiece Technology Group (MPTG).
RECITALS
WHEREAS, the Computer Programmer is in the business of providing general
computer programming.
WHEREAS, in the operation of Company's business Company is in need if the
services which Xxxxx Xxxxxx provides and wishes to enter a business agreement
with Masterpiece Technology Group to provide such services.
IN CONSIDERATION of the promise and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant it which Xxxxx Xxxxxx (The Computer Programmer) has been retained to
serve as a computer Computer Programmer and advisor to Masterpiece Technology
Group on a nonexclusive basis as an independent contractor. The undersigned
hereby agree to the terms and conditions.
AGREEMENTS
1. Terms of Contract: This Agreement will become effective July 13th, 2000 and
will continue in effect for a period of One-Hundred and eighty days, unless
earlier terminated pursuant to Section 4 of this agreement.
2. Services to be Performed by Independent Contractor/Computer Programmer
2.1. Duties of Independent Contractor. Contractor shall at the request of the
Company, upon reasonable notice, render the following services to the Company
from time to time.
2.2. Duties of Computer Programmer: Computer Programmer agrees to provide
general computer consulting to Company. The Computer Programmer will provide
such consulting services and advice pertaining to the Company's computer
programming needs.
2.3. Independent Contractor Status. It is the express intention of the parties
that Xxxxx Xxxxxx be an independent contractor and not an employee, agent, joint
venture or partner of Company. Company shall have no right to and shall not
control the manner or prescribe the method by which Xxxxx Xxxxxx performs the
above described services. Xxxxx Xxxxxx shall be solely responsible for its own
actions and the actions of its agents, employees or partners while engaged in
the performance of services required by this Agreement. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Company and Xxxxx Xxxxxx or any
employee or agent of Xxxxx Xxxxxx. Both parts acknowledge that Xxxxx Xxxxxx is
not an employee for state or federal income tax purpose Xxxxx Xxxxxx
specifically agrees that it shall be exclusively liable for the payment of all
income taxes, or other state or federal taxes, that are due as a result of
receipt of any consideration for the performance of services required by this
agreement. Xxxxx Xxxxxx agree that any such consideration is not subject to
withholding by the Company for payment of any taxes and Xxxxx Xxxxxx directs
Company not to withhold any sums for the consideration paid to Xxxxx Xxxxxx for
the services provided hereunder, Xxxxx Xxxxxx, shall retain the right to perform
services for others during the term of this Agreement. Nothing herein shall
constitute Computer Programmer as an employee or agent of the Company, except to
such extent as might hereinafter be agreed. Computer Programmer shall not have
the authority to obligate or commit the Company in any matter whatsoever.
2.4. Use of Employees of Contractor; Xxxxx Xxxxxx, may at its own expense use
any employees or subcontractors, as it deems necessary to perform the services
by Xxxxx Xxxxxx, by this Agreement. Company may not control, direct or
Supervise Computer Programmer and/or it's employees or subcontractors in the
performance of those services.
2.5. Expense: Xxxxx Xxxxxx shall bear out-of-pocket costs and expenses, incident
to performing the Consulting Services without a right of reimbursement from the
Company unless such expenses are pre-approved by the Company.
2.6. Available Time: Computer Programmer shall make available such time as it,
in its sole discretion. Shall deem appropriate for the performance of its
obligation under this Agreement.
3. Compensation
3.1. Consideration. Company and Computer Programmer agree that Xxxxx Xxxxxx
shall receive Twenty Seven Thousand Shares of free trading MTG stock. This
agreement between Xxxxx Xxxxxx and Masterpiece Technology Group is performance
based. If Xxxxx Xxxxxx fails to perform the necessary deeds to which has been
outlined above, the remaining compensation is subject to subject to
cancellation. The first month of compensation is not subject to any
cancellation by Masterpiece Technology Group and any cancellation of contract
must be made in writing a minimum of five days prior to the beginning of each
new month.
3.2. Reimbursement for out-of-pocket Expense: Company shall reimburse Xxxxx
Xxxxxx at net cost, for the out-of-pocket expenses incurred in furtherance of
this Agreement for travel, postage, printing, telex, and delivery services
provided that any such expenses in excess of $250.00 shall be subject to Company
pre-approval and expenses should not exceed $1500.00.
3.3. Assignment and Termination: This Agreement shall not be assignable to any
party.
4. Termination Agreement
4.1. Termination on Notice: Notwithstanding any other provisions of this
Agreement Company may terminate this Agreement at any time by giving fifteen
(15) days written notice to the Computer Programmer. Upon Xxxxx Xxxxxx
receiving 5 days written notification of termination of this Agreement by
Company, it is to receive full payment for services and expenses as stated in
item 3.1 and 3.2 of this Agreement. Unless otherwise terminated as provided in
this Agreement, this Agreement will continue in force for a period of Six
Months.
4.2. Termination on Occurrence of Stated Event: This Agreement will terminate on
the occurrence of the following event.
(A.) Bankruptcy or Insolvency of Company
(B) Nonpayment or performance as stated in this Agreement by Company
(C) Nonperformance as stated in this Agreement by Computer Programmer.
5. Confidentiality: During the term of this Agreement and for a period of one
year thereafter, the Computer Programmer shall treat as the Company's
confidential trade secrets all data, 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
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 it's 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 Computer
Programmer shall not reveal said trade secretes to other-, except in the proper
exercise of it's 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 it) the extent that such information was (1) previously known by the
I" to which it is divulged. Already in the public domain, all through no fault
of the Computer Programmer, or required to be disclosed by Computer Programmer
following judicial or governmental order. The Computer Programmer shall also
treat all information pertaining to the affairs of the Company's Suppliers and
customer. and prospective customers and suppliers as confidential trade secrets
of such customers and suppliers and prospective customers.
6. Computer Programmer's Liability; in the absence of gross negligence or
willful misconduct on the part of the Computer Programmer or the Computer
Programmer's breach of any terms of this Agreement, the Computer Programmer
shall not be liable to the Company or to any officer, director, employee,
stockholder or creditor if 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 Computer
Programmer or the breach of any terms of the Agreement is alleged or proven, the
Company agrees to defend , indemnify and hold the Computer Programmer of any
terms harmless from against any and all reasonable costs, expenses and liability
including reasonable attorney's fees, paid in the defense of the Computer
Programmer, which may in any way result from services rendered by the Computer
Programmer 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 Computer Programmer
without the prior approval or authorization of the Company
7. Company's Liability. The Computer Programmer agrees to defend, indemnity 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 it's gross negligence or
willful misconduct or in any connection with any action 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. Entire Agreement; This Agreement embodies the entire agreement and
understanding between the Company and the Computer Programmer and supersedes any
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.
9. Waiver; No waiver of any 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
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver.
10. Assignment and Binding Effect; This Agreement and the rights hereunder may
not be assign by the parties (except by operation of law merger, consolidation,
and sale of assets) and shall be binding upon and insure to the benefit of the
parties and their respective successors, assigns and legal representative.
11. 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.
12. Governing Law; This Agreement shall be construed and interpreted in
accordance with the laws of The state o California. Any litigation arising
hereunder shall be initiated only in the state of California. The prevailing
party shall be entitled to recover its attorney's fee costs. This Agreement
shall not be construed against either party hereto in the event of any
ambiguities.
13. 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 provision hereto.
14. 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.
15. Acknowledge 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.
16. 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.
17. Counterparts: This Agreement may be executed simultaneously in two or more
counterparts each of which shall be deemed 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 the
date first written
Xxxxx Xxxxxx
BY: ____________________
Xxxxx Xxxxxx
Masterpiece Technology Group
BY; ____________________
Xxxxxx Xxxxx, CEO
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