EXHIBIT 4.1
ADVISOR AGREEMENT
This Board of Advisor Agreement ("Agreement") is entered into as of
this 2nd day of October 2002 between Xxx Xxxxxxx ("Advisor") and
FinancialContent, Inc. ("Company") on the following terms and conditions:
1. Engagement of Advisor. Company wishes to retain the services of
Advisor to serve on the Company's Board of Advisors, and Advisor is willing to
serve on the Company's Board of Advisors, subject to the terms and conditions
set forth herein.
2. Services to be provided. Advisor will, on a non-exclusive basis and
consistent with Advisor's other professional commitments, serve on the Company's
Board of Advisors, introduce Company to channel partners, content partners, and
infrastructure vendors known to Advisor from his former experience as the
President and CEO of XxXxxxxx.xxx, Inc. Advisor shall also advise Company on
strategic corporate development, as well as identify market trends and strategic
business opportunities. Advisor will make himself available either in person or
telephonically for all meetings of the Board of Advisors. Advisor shall not be
required at any time to render services that would materially interfere with
Advisor's prior professional obligations. Company understands and acknowledges
that Advisor represents and may represent in the future, on a non-exclusive
basis, other persons and firms in the fields of computer technology, internet
commerce, finance and otherwise.
3. Consideration. For Advisor's services, Company agrees to grant to
Advisor twenty thousand (20,000) shares of the Company's common stock, to be
registered under Form S-8, prior to the commencement of the services set forth
at paragraph 2, above.
4. Independent Contractor. Advisor shall act as an independent Advisor
and not as an agent or employee of Company, and Advisor shall make no
representation to any third party that Advisor is an agent or employee of
Company. Advisor shall have no authority to bind Company or incur other
obligations on behalf of Company. Advisor shall be responsible for all taxes as
an independent contractor.
5. Company's Duties. Company agrees to be truthful with Advisor, to
cooperate, to keep Advisor fully informed of developments, and to abide by this
Agreement. In addition, Company will pay all out-of -pocket expenses incurred by
Advisor. However, Advisor shall only be reimbursed for those expenses submitted
to Company for written approval in advance.
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6. Warranties. Advisor warrants that Advisor is under no obligation to
any third party that would prevent Advisor from rendering the services
contemplated by this Agreement, and that Advisor is free to enter into this
Agreement. Company warrants that Company is under no obligation to any third
party that would prevent Company from performing its obligations under this
Agreement and that Company is free to enter into this Agreement.
7. Limitation of Liability; Indemnity. Excluding the limitations on
Advisor's authority set forth in paragraph 4, above, Advisor will have no
liability to the Company or to any successor, other person or entity for any
action taken or omitted to be taken by Advisor in respect to this engagement.
Company will hold harmless Advisor from any and all liabilities, costs, and
expenses (including attorney's fees) incurred by reason of or in any way related
to this engagement to the full extent provided by law.
8. Notices. Any notice required or permitted to be given hereunder
shall be in writing and shall be (i) personally delivered, including by
messenger or courier (e.g., delivery by Federal Express or other similarly
recognized air express Company), or transmitted by first-class mail, postage
prepaid, return receipt requested to the address of such party set forth above.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties. No modification or amendment of this Agreement shall be
binding unless executed in writing by all the parties.
10. Assignment. This Agreement is not assignable by either party
without the prior written consent of the other.
11. Arbitration. Any dispute, controversy or claim arising out of or
relating to the enforcement, interpretation or alleged breach of this Agreement,
or the services rendered pursuant to this Agreement, shall be submitted to and
resolved by binding arbitration in Los Angeles, California in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator may be entered in and
enforceable by any court having jurisdiction. If any legal action or other
proceeding is brought for the enforcement of this Agreement, the prevailing
party shall be entitled to recover its reasonable attorneys' fees and other
costs incurred.
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12. Choice of Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
In Witness Whereof, the undersigned have executed this Agreement as of
the date first set forth above.
Xxx Xxxxxxx FinancialContent, Inc.
0000 Xxxxxxxxx Xxxx 000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Suite 000 Xxxxxx Xxxxx Xx. Xxx Xxxxxxxxx, XX 00000
Westlake Village, CA 00000 000.000.0000 TEL
000.000.0000 TEL 000.000.0000 FAX
000.000.0000 FAX
("Advisor") ("Company")
/s/ Xxx Xxx Xxxxxxx /s/ Wing Yu
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Xxx Xxx Xxxxxxx Wing Yu, CEO
