CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (this Agreement") is made as of the 23rd day of November,
2007 by and between Mega Media Group, Inc., ("the Company"), a Nevada
corporation and Xxxx Xxxxxxxxx (the "Consultant").
1. The
Company is a publicly-traded company whose shares are quoted on the OTC Bulletin
Board under the symbol "MMDA". The Consultant will provide certain marketing
and
branding consultation services (the "Consulting Services") to the Company for
a
period of two (2) years (the "Term") following the date of this Agreement.
Such
Consulting Services will be provided to Company on a non-exclusive, but
priority, basis. The Consultant shall use the Consultant's best efforts to
assist the Company by providing the Consulting Services.
2. In
exchange for providing the Consulting Services to Company, the Consultant shall
receive three million (3,000,000) restricted shares of Company's common stock,
par value $.001 (the "Shares") and shall hold the title of Executive Marketing
Director for Company, or such other comparable title asmutually agreed upon
by
the parties. The Shares will be issued to Consultant within seven (7) business
days following the execution of this Agreement and registration of the shares
will occur assoon as practicable in Company's discretion. After the earlier
of
(i) the date upon which the Shares become eligible for trading as a result
of
effectiveness of a registration statement, or (ii) expiration of any applicable
holding period imposed by the SEC or other regulatory restriction period
relating to the Shares (the earliest of each such date is sometimes referred
to
herein as a "Trading Date"), up to twenty five percent (25%) of the aggregate
free-trading Shares may be sold by Consultant during each full three (3)
calendar month period following Trading Date (but no more than 25% of such
free-trading Shares during each such 3 month period). In the event Consultant
shall fail to provide reasonable Consulting Services as contemplated herein
for
a period of more than sixty (60) consecutive days or resigns from his position
as Executive Marketing Director for Company, such event shall be considered
a
Termination Event hereunder. In the event of a Termination Event prior to the
expiration of the full Term hereunder, Consultant shall forfeit a prorata
portion of his Shares, and such Shares shall automatically be returned to
Company by this instrument. The Shares to be retained by Consultant in the
event
of a Termination Event shall be determined by multiplying the figure 3,000,000
by a fraction, the numerator of which is the number of days that the Consulting
Services were actually rendered by Consultant before the Termination Event
and
the denominator of which is the number of days comprising the full
Term.
3. Consultant
shall have the status of an independent contractor hereunder. Consultant
understands and agrees that Consultant is not an employee of the Company or
any
parent, subsidiary or affiliates of the Company and Consultant covenants and
agrees that Consultant will make no claim, contention or argument that
Consultant is or ever was an employee
of the Company or any of its parents, subsidiaries or affiliates. Company
shall have the right to publicize Consultant's involvement with
Company as its Executive Marketing Director, or such other comparable
title as mutually agreed upon by the parties.
4. The
Consultant shall not be liable for any mistakes of fact, errors of judgment,
for
losses sustained by the Company or any subsidiary or for any acts or omissions
of any kind, unless
caused by the negligence or intentional misconduct of the Consultant or any
person or entity acting for or on behalf of the Consultant.
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5. The
Company and its present and future subsidiaries jointly and severally agree
to
indemnify and hold harmless the Consultant against any loss, claim, damage
or
liability whatsoever, (including reasonable attorneys' fees and expenses),
to
which Consultant may become subject as a result of performing any act (or
omitting to perform any act) contemplated to be performed by the Consultant
pursuant to this Agreement unless such loss, claim, damage or liability arose
out of Consultant's negligence, or intentional misconduct. The Company and
its
subsidiaries agree to reimburseConsultant each for the reasonable costs of
defense of any action or investigation (including reasonable attorney's fees
and
expenses); provided, however, that Consultant agrees to repay the Company or
its
subsidiaries if it is ultimately determined that Consultant is not entitled
to
such indemnity. In case any action, suit or proceeding shall be brought or
threatened, in writing, against Consultant, it shall notify the Company within
three (3) days after the Consultant receives notice of such action, suit or
threat. The Company shall have the right to appoint the Company's counsel to
defend such action, suit or
proceeding, provided that Consultant consents to such representation
by
such counsel, which consent shall not be unreasonably withheld. In the event
any
counsel appointed by the Company shall not be acceptable to Consultant, then
the
Company shall have the right to appoint alternative counsel for Consultant
reasonably acceptable to Consultant, until such time as acceptable counsel
can
be appointed. In any event, the Company shall, at its sole cost and expense,
be
entitled to appoint counsel to appear and participate as co-counsel in the
defense thereof. Consultant shall promptly supply the Company's counsel with
copies of all documents, pleadings and notices which are filed, served or
submitted in any of the aforementioned. Consultant shall not enter into any
settlement without the prior written consent of the Company, which consent
shall
not be unreasonably withheld.
6. This
Agreement shall be binding upon the Company and the Consultant and his
successors and assigns. Consultant may not assign this Agreement without the
prior written consent of Company.
7. If
any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever, (i) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall not in any way
be
affected or impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any
section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
8. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both parties hereto. No waiver of any other provisions
hereof (whether or not similar) shall be binding unless executed in writing
by
both parties hereto nor shall such waiver constitute a continuing
waiver.
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9. This
Agreement may be executed in one or more counterparts, each of which shall
for
all purposes be deemed to be an original but all of which shall constitute
one
and the same Agreement. Facsimile signatures shall be deemed sufficient for
making this Agreement binding.
10. The
Parties agree that should any dispute arisein the administration of this
Agreement, that this Agreement shall be governed and construed by the laws
of
the State of Nevada, without regard to conflicts of laws of any other
jurisdiction. The Parties further agree that any action arising out of this
agreement shall be brought exclusively in an appropriate court of Nevada having
jurisdiction.
11.
This
Agreement contains the entire agreement between the parties with respect to
the
Consulting Services to be provided to the Company by the Consultant pursuant
to
this Agreement and supersedes any and all prior understandings, agreements
or
correspondence between the parties.
IN
WITNESS WHEREOF, the Company and the Consultant have caused this Agreement
to be
signed by duly authorized representatives as of the day and year first above
written.
MEGA MEDIA GROUP,
INC. XXXX
XXXXXXXXX
/s/
Xxxx
Xxxxxxx /S/Xxxx
Xxxxxxxxx
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