EXHIBIT 10 (c)
Dated as of September 1, 1998
Xx. Xxxxx Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxxxx:
We are delighted you have agreed to serve as a consultant to Digital LAVA, Inc.
(the "Company"). In this letter, I would like to present the terms of your
engagement with the Company.
1. Duties and Term. In connection with your engagement, you will consult with
the Company concerning financial matters as the President or Chief Executive
Officer may request from time to time. Your engagement will commence only upon
the closing of the Company's initial public offering of its securities (the
"IPO") and will end on the second anniversary of such date. During your
engagement you agree to such time as may be necessary to your consulting duties.
2. Compensation. In consideration of your services, you will receive payments at
the rate of $5,000 per month during the term of your engagement, payable on the
last day of each month. In addition, upon the closing of the IPO, you will
receive a one-time cash payment of $60,000.
3. Other Benefits. You will not be entitled to any other compensation or
benefits for your services, regardless of the compensation or benefits offered
by the Company to its employees or other consultants. The Company will reimburse
you for actual out-of-pocket expenses incurred by you in the performance of your
services provided that such expenditures have been approved in advance by an
officer of the Company in writing.
4. Confidentiality. As a consultant to the Company, you may have access to
information about the Company and third parties which is confidential in nature.
You agree that you will not disclose any such information to any other person or
entity, nor shall you use such information for any purpose other than the
performance of your duties with the Company.
5. Miscellaneous. The agreements set forth in this letter are personal, and your
rights set forth above may not be transferred or assigned by you. This letter
agreement represents
the entire agreement between you and the Company concerning your consulting and
supersedes all prior negotiations and agreements, whether written or oral,
relating to your engagement.
This letter agreement may not be amended or waived unless pursuant to a
writing signed by you and an officer of the Company. No waiver of any term of
this letter agreement or of any breach of any condition or provision to be
performed under this letter agreement shall be deemed a waiver of a similar or
dissimilar condition or provision at the same time, any prior time or any
subsequent time.
You will bear full and complete liability for the payment of all applicable
income, payroll, withholding and other taxes and deductions required to be paid
on account of amounts received by you pursuant to this Agreement by any law,
rule or regulation of any federal, state or local authority.
The laws of the State of California shall govern the interpretation,
validity and performance of the terms of this letter agreement, without
reference to conflicts of law rules.
You agree that you are an independent contractor to, and not an employee or
agent of, the Company, and that you do not have any authority or right to enter
into any agreements or binding obligations on behalf of the Company.
******
To acknowledge your agreement to the terms of your engagement set forth
above, please sign a copy of this letter where indicated and return it to me at
your earliest convenience.
Digital LAVA, Inc.
By: /s/ Xxxxx Xxxxx
--------------------------
An Authorized Officer
Accepted and Agreed the
date first written above
/s/ Xxxxx Xxxxxx
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Consultant
