EXHIBIT 10.7
CONSULTING AGREEMENT
AGREEMENT made November 19, 1999, among eContent Inc., a corporation
organized and existing under the laws of the State of Delaware with its
principal place of business at 000 X. Xxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx
("Client"), Analytical Financial Services, Inc., with its principal place of
business at 000 Xxxxx Xxxxx, Xxxxxx XX 00000 and Xxxxx Xxxxxxxxx, principal of
Consultant
RECITALS
1. Client is a vertically integrated e-Commerce marketing Company and in
the conduct of such business desires to have business advisory
services performed for Client by Consultant.
2. Consultant agrees to perform these services for Client under the terms
and conditions set forth in this agreement.
In consideration of the mutual promises set forth herein, and intending to
be legally bound, it is agreed by and between Client and Consultant as follows:
SECTION ONE
NATURE OF WORK
Consultant will perform consulting and advisory services on behalf of the
Client with respect to all matters relating to or affecting Client's business
objectives. As a part of Consultant's services, Consultant shall review the
current structure of Client and make suggestions thereon.
SECTION TWO
TIME DEVOTED TO WORK
In the performance of this Agreement, the services and the hours Consultant
is to work on any given day will be entirely with Consultant's control and
Client will rely upon Consultant to put in such number of hours as is reasonably
necessary to fulfill the spirit and purpose of this Agreement.
SECTION THREE
COMPENSATION
Consultant will receive as compensation for his services hereunder, a grant
of 100,000 shares of the Company's common stock ("Common Stock") upon execution
of said consulting
agreement. The Company shall also file a registration statement on Form S-8 on
or before March 31, 2000, allowing the shares to be issued unrestricted.
SECTION FOUR
DURATION
This agreement shall be considered as a firm commitment on the part of the
parties hereto for a period of three (3) months commencing . This agreement may
be extended by mutual agreement of the parties in writing.
SECTION FIVE
STATUS OF CONSULTANT
This agreement calls for the performance of the services of the Consultant
as an Independent contractor and Consultant and his employees will not be
considered employees of Client for any purpose.
SECTION SIX
MISCELLANEOUS
6.1 INDEMNIFICATION. Each party shall indemnify and hold the other party
and such party and such party's officers, directors, employees, agents and
professionals employed by such party harmless from and against any and all
liabilities, damages, expenses, investigative costs, other costs and losses
(including attorneys' fees and court costs) incurred by such party and such
party's officers, directors, employees and agents arising out of or in
connection with allegations, claims, counterclaims, demands, charges, or
violations of federal or state securities or self-regulatory agency laws, rules,
or regulations, or any other state or federal statutory or common law,
negligence or breach of contract, whether in a civil, criminal, administrative,
or other proceeding, arbitration, mediation, investigation or otherwise,
attributable in whole or, to the extent responsible, in part, to any breach of
this Agreement or the actions, past, present or future, of such party.
6.2 Consultant agrees not to be employed by or have any interest (except as
a shareholder of a public corporation) in any entity which competes with Client.
6.3 WAIVER. No term or provision of this Agreement shall be deemed waived
and no breach excused, unless such a waiver or consent shall be in writing and
signed by a duly authorized representative of the party claimed to have waived
or consented. Any consent by any party to, or waiver of, a breach by the other
party, whether expressed or implied, shall not constitute consent to, waiver of
or excuse for any different or subsequent breach.
6.4 ASSIGNMENT. This agreement shall be binding upon and inure to the
benefit of the parties under this Agreement and shall not, however, be assigned
or delegated, by operation of law or otherwise, without the prior written
consent of the other party. This shall not preclude the merger, consolidation or
sale of substantially all of the assets of Client or Consultant with or to
another corporation, nor require the prior consent of Client or Consultant
to such a transaction, nor shall it preclude the assignment of Consultant's
rights to receive any fees under this Agreement. No person other than Client and
Consultant shall have any rights or be entitled to any benefit whatsoever under
any term or condition of this Agreement.
6.5 BANKRUPTCY. Each party shall notify the other immediately if it becomes
insolvent, becomes the subject of a petition in Bankruptcy Court or makes an
assignment for benefit of creditors.
6.6 NOTICES. All notices and communications under this Agreement shall be
sufficient if sent by United States first class, prepaid mail return receipt
requested, hand delivered or telecopied to the parties' respective addresses as
follows:
If to Client: If to Consultant or Principal:
eContent Inc. Analytical Financial Services, Inc.
000 X. Xxxxxxxxx Xxxxx 000 000 X. Xxxxx Xx.
Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Xxxxxx, XX 00000
Either party may change its address by giving the other party five (5) days
prior notice in writing of the new address.
6.7 MODIFICATION AND HEADINGS. No modification or amendment to this
Agreement shall be valid unless in writing, signed by duly authorized
representatives of each party. Titles or headings of paragraphs are for
convenience only and have no legal significance.
6.8 SEVERABILITY. The invalidity of any paragraph or subparagraph hereof
shall not affect the validity of any other paragraph or subparagraph. If any one
or more of the provisions contained in this Agreement shall be held to be
excessively broad as to time, duration, geographical scope, activity or subject,
it shall be construed, by limiting and reducing it, so as to be enforceable to
the extent compatible with the applicable law.
6.9 GOVERNING LAW. The validity of this Agreement, and the terms hereof,
and all the duties, obligations, and rights arising herefrom, shall be governed
by and interpreted in accordance with the laws and decisions of the Commonwealth
of Delaware.
6.10 ENTIRE AGREEMENT. This agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written agreements, negotiations, representation and proposals, written or
oral, relating to such subject matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
eContent Inc.
By: /s/ Xxxx Xxxxxxx
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Analytical Financial Services, Inc.
By: /s/ Xxxxx Xxxxxxxxx
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Principal
/s/ Xxxxx Xxxxxxxxx
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