Exh. 10.19 - Amended Consulting Agreement with Saddle Ranch
AMENDED CONSULTING AGREEMENT
This Amended Consulting Agreement made this 25th day of July, 2006, effective
August 1, 2006 by and between Saddle Ranch Productions, Inc., a Florida
corporation ("Consultant") and Medical Media Television, Inc., a Florida
corporation ("Corporation") hereby amends and replaces in its entirety that
certain Consulting Agreement by and between Saddle Ranch Productions, Inc. and
Medical Media Television, Inc. dated January 1, 2006.
WITNESSETH
In consideration of the covenants and agreements herein contained and the monies
to be paid hereunder, the Corporation agrees to hire the Consultant, and the
Consultant agrees to provide services to the Corporation upon the following
terms and conditions:
1. Duties of Consultant: The Consultant is engaged by the Corporation to render
services on behalf of the Corporation; specifically by providing consulting
services relating to: (i) all areas of video production, editing, and mastering,
(ii) marketing, specifically related to Internet marketing and geographic
expansion of the networks and subscriber base; and (iii) all areas of
advertising sales, including but not limited to the employment of sales
personnel for the express purpose of soliciting and obtaining advertising
contracts and/or insertion order for the Company's networks, pursuant to the
attached Exhibit "A".
2. Devotion of Time to Engagement: The Consultant shall devote such time and
attention to the business and affairs of the Corporation as is reasonably
necessary to carry out the duties hereunder.
3. Base Compensation: The base compensation paid by the Corporation to the
Consultant as compensation for services rendered herein shall be $13,700 per
month, with $6,850 payable on the 10th of each month for productions services as
outlined in 1(i) above, and $6,850 payable on the 25th of each month for
Internet marketing services as outlined in 1(ii) above.
4. Commission Structure: In addition to the Base Compensation described herein,
the Corporation will pay the Consultant a twenty percent (20%) commission
("Commission") on all advertising sales generated for the Corporation
("Commissionable Sales"). Corporation will pay Commission on Commissionable
Sales to the Consultant on the fifteenth (15th) day of each month following
receipt of amounts due on Commissionable Sales. The Corporation will advance the
Consultant a draw against Commission of $4,000 per month payable in equal
installments of $2,000 payable on the 10th and the 25th day of each month, which
sums will be deducted from future Commissions.
5. Term of Agreement: Subject to the provisions hereof, the term of this
Agreement shall commence on January 1, 2006 and shall continue thereafter for a
period of one year.
6. Termination of Agreement: The Agreement may be terminated in writing with
thirty (30) days notice given by either party to the other. During the 30-day
notice period, no further draws against commission will be advanced. During the
30-day notice period and on or after the termination date, all Commissions due
on Commissionable Sales will be paid to the Consultant as they become due and
payable pursuant to the provisions hereunder. After all Commissions on
Commissionable Sales are paid hereunder, any advance balance outstanding will be
reduced to a promissory note payable to the Corporation.
7. Survival of Representations and Warranties: The warranties, representations,
covenants and agreements set forth herein shall be continuous and shall survive
the termination of this Agreement or any part hereof.
8. Entire Agreement: This Agreement contains the entire understanding between
the parties hereto with respect to the transactions contemplated hereby, and
this Agreement supersedes in all respects all written or oral understandings and
agreements heretofore existing between the parties hereto.
9. Amendment and Waiver: This Agreement may not be modified or amended except by
an instrument in writing duly executed by the parties hereto. No waiver of
compliance with any provision or condition hereof and no consent provided for
herein shall be effective unless evidenced by an instrument in writing duly
executed by the party hereto sought to be charged with such waiver or consent.
10. Notices. Notices and requests required or permitted hereunder shall be
deemed to be delivered hereunder if mailed with postage prepaid or delivered, in
writing as follows:
As to the Corporation: As to the Consultant:
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Xx. Xxxxxx X. Xxxxx, President Xx. Xxxxxxxx Xxxxxxx, President
Medical Media Television, Inc. Saddle Ranch Productions, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx X 00000 Xxxx Cantini St.
Tampa, FL 33634 Xxx Xxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
11. Counterparts: This Agreement may be executed in one or more counterparts,
and all counterparts shall constitute one and the same instrument.
12. Captions: Captions used herein are for convenience only and are not a part
of this Agreement and shall not be used in construing it.
13. Execution of Document: At any time and from time to time, the parties hereto
shall execute such documents as are necessary to effect this Agreement.
14. Arbitration: Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, or regarding the failure or refusal to perform
the whole or any part of this Agreement shall be settled by arbitration in a
mutually agreeable location, in accordance with the rules of the American
Arbitration Association, and the judgment upon the award rendered may be entered
in any court having jurisdiction hereof. Any decision made by an arbitrator or
by the arbitrators under the provision shall be enforceable as a final and
binding decision as it if were a final decision or decree of a court of
competent jurisdiction.
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15. General Provisions:
a) Assignability: This Agreement shall not be assignable by
any of the parties to this Agreement without the prior
written consent of all other parties to this Agreement.
b) Venue Process: The parties to this Agreement agree that
jurisdiction and venue shall properly lie in the United
States District Court for Tampa, Florida, with respects to
any legal proceedings arising from this Agreement. Such
jurisdiction and venue is merely permissive; and
jurisdiction and venue shall continue to lie in any court
where jurisdiction and venue are to be proper.
c) Delivery of Process: The parties further agree that the
mailing of any process shall constitute valid and lawful
process against them.
d) Governing Law: The validity, construction and enforcement
of, and the remedies hereunder, this Agreement shall be
governed in accordance with the laws of the State of
Florida.
e) Severability of Provisions: The invalidity or
unenforceability of any particular provisions hereof shall
not affect the remaining provisions of this Agreement, and
this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.
f) Successors and Assigns: The rights and obligations of the
parties hereunder shall inure to the benefit of, and be
binding and enforceable upon the respective heirs,
successors, assigns and transferees of either party.
g) Reliance: All representations and warranties contained
herein, or any certificate of other instrument delivered
in connection herewith, shall be deemed to have been
relied upon by the parties hereto, notwithstanding any
independent investigation made by or on behalf of such
parties.
h) Time: Time is of the essence in this Agreement.
i) Attorney's Fees: The parties hereby agree that in the
event any of the terms and conditions contained in this
Agreement must be enforced by reason of any past, existing
must be enforced by reason of an past, existing or future
delinquency of payment, or failure of observance or of
performance by any of the parties hereto, in such
instance, the defaulting party shall be liable for
reasonable collection and/or legal fees, trial and
appellate levels, any expenses and legal fees incurred,
including time spent in supervision of paralegal work and
paralegal time, and any other expenses, and costs incurred
in connection with the enforcement of any available
remedy.
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IN WITNESS WHEREOF, the undersigned have hereunto caused this Amended Consulting
Agreement to be executed the day and year above written.
SADDLE RANCH PRODUCTIONS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
President
MEDICAL MEDIA TELEVISION, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
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