EXHIBIT 10.30
ADVISORY AGREEMENT
This agreement, dated as of March 1, 2005 (this "Agreement"), is by and
between MediaNet Group Technologies, Inc., a Nevada corporation with its
principal place of business at 0000 Xxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx
00000 (the "Company" or "MediaNet") and Cameron Associates, Inc. ("Cameron"), a
Delaware corporation with its principal place of business at 1370 Avenue of the
Americas - 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
PREAMBLE
WHEREAS, the Company is desirous of retaining Cameron to perform advisory
services for the Company, upon the terms and conditions set forth in this
Agreement; and
WHEREAS, Cameron is willing to perform such advisory services for the
Company, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as set forth below.
1. Services. The services to be provided by Cameron under this Agreement shall
include providing the Company with such consulting advice as the Company may
reasonably request regarding strategic positioning, capital structure,
financings, mergers and acquisitions, marketing, operational matters, and such
other matters as the Company and Cameron may mutually agree.
In performing such services, Cameron shall use its best judgment and efforts, as
determined in Cameron's sole discretion.
2. No Limitation to Consultant's Outside Activities. The Company acknowledges
that Cameron and/or its affiliates are in the business of providing services and
consulting advice of all types, including those contemplated by this Agreement,
to third parties, including the Company. Nothing contained in this Agreement
shall be construed to limit or restrict Cameron and/or its affiliates from
conducting such business and performing such services with respect to others, or
in rendering such advice to others for so long as such services do not in any
way conflict with activities, business or best interests of the Company.
3. Compensation.
(a) In full consideration for the performance of services as set forth
herein, the Company hereby agrees to compensate Cameron as follows: The Company
shall issue to Cameron Associates, Inc. (Tax I.D. 13-33-83428) 80,000 restricted
MediaNet common shares on the following terms:
o 15,000 shares upon execution of this Agreement.
o 13,000 shares per month on the 1st day of each month for a period of 5
months commencing April 1, 2005.
(b) The Company shall reimburse Cameron, upon request, and from time to
time, for all reasonable out-of-pocket expenses incurred by Cameron in
connection with the performance of Cameron's duties under this Agreement. Such
expenses shall include, but are not limited to, express mail charges, messenger
charges, postage, photocopying costs, long-distance telephone and fax charges,
travel costs, breakfast, lunch and dinner meeting meals. Cameron will not incur
expenses in excess of $500 without the prior consent of the Company.
4. Non-Disclosure.
(a) Cameron acknowledges that its position with the Company is potentially
one of trust and confidence and that, during the course of its engagement by the
Company under this Agreement, Cameron may become acquainted with Confidential
Information. For purposes of this section 4, the term "Confidential Information"
shall mean any information and material that the Company regards as
confidential, including, without limitation, financial information concerning
the Company, formulas, processes, computer programs, client lists, ingredients,
drawings, methods, manufacturing, trade secrets, know-how, inventions, product
developments, engineering, plans, notebooks, research, reports, memoranda,
information and material whether produced by the Company or received by the
Company in confidence from third parties, information and material relating to
vendors, suppliers, customers, costs, prices, sources of supply, royalties or
distribution and other commercial, business, technical and scientific
information and material that is not available to the general public whether
such confidential information exists in paper electronic or digital format.
Provided, however, that Confidential Information shall not include information
or material that:
(i) was publicly known prior to the disclosure or after the time of
disclosure becomes publicly known through no act or failure to act
of Cameron;
(ii) was made known to Cameron by a third party entitled to disclose
the information to Cameron, which third party did not derive such
information, directly or indirectly, from the Company and which was
not subject to any restrictions on disclosure or use of such
information or material that benefit the Company;
(iii) was specifically approved for disclosure by prior written
consent by the Company; or
(iv) was disclosed pursuant to a court order or pursuant to any
other legal requirement; provided that Cameron has given the Company
prior notice of such court order or other legal notice and the
Company has had the opportunity to contest the disclosure.
(b) Cameron further acknowledges that the provisions of this section 4 are
essential to the terms of its continued engagement with the Company, and that
this section 4 shall be binding upon Cameron after the termination of the term
of this Agreement, irrespective of whether the term of this Agreement is
terminated by the Company or by Cameron for any reason.
(c) Cameron covenants and agrees that it will not, at any time during the
term of this Agreement, or subsequent to its termination, use, reveal, divulge,
or make known to any person,
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firm or corporation, any Confidential Information made known to Cameron or of
which Cameron has become aware, regardless of whether developed, prepared,
devised or otherwise created in whole or in part by the efforts of Cameron, the
Company or third parties.
(d) Cameron further covenants and agrees that Cameron will retain all
Confidential Information in trust for the sole benefit of the Company and will
not divulge or deliver or show any Confidential Information to any unauthorized
person, including, without limitation, any other employer or client of Cameron,
and Cameron will not make use of, or in any manner seek to convert for his own
use, any Confidential Information in an independent business however unrelated
to the business of the Company.
5. Indemnification.
(a) Cameron, and Cameron's officers, directors, employees, shareholders,
agents and representatives, shall not be subject to liability to the Company or
to any officer, director, employee, shareholder or creditor of the Company, for
any act or omission in the course of or connected with the rendering or
providing advice hereunder, other than for Cameron's gross negligence or willful
misconduct, or the gross negligence of any of its officers, directors,
employees, shareholders, agents and representatives, as determined by a court of
competent jurisdiction. The Company agrees to defend, indemnify and hold
harmless Cameron, and Cameron's officers, directors, employees, shareholders,
agents and representatives, from and against any and all costs, expenses and
liability (including reasonable attorney's fees paid in the defense of Cameron,
and Cameron's officers, directors, employees, shareholders, agents and
representatives) which may in any way result from services rendered by the
Consultant pursuant to or in any connection with this Agreement other than any
such liabilities resulting from the gross negligence or willful misconduct of
Cameron or any of its officers, directors, employees, shareholders, agents, and
representatives as determined by a court of competent jurisdiction.
MediaNet and MediaNet's officers, directors, employees, shareholders,
agents, and representatives, shall not be subject to liability to Cameron or to
any officer, director, employee, shareholder or creditor of Cameron, for any act
or omission in the course of or connected with the rendering or providing advice
hereunder, other than for MediaNet's gross negligence or willful misconduct, as
determined by a court of competent jurisdiction. Cameron agrees to defend,
indemnify and hold harmless MediaNet, and MediaNet's officers, directors,
employees, shareholders, agents, and representatives, from and against any and
all cost expenses and liability (including reasonable attorney's fees paid in
the defense of the Company, and the Company's officers, directors, employees,
shareholders, agents and representatives) which may in anyway result from
actions by Cameron pursuant to or in connection with this agreement other than
such liabilities resulting from the Company's gross negligence or willful
misconduct, or the gross negligence of its officers, directors, employees,
shareholders, agents and representatives as determined by a court of competent
jurisdiction.
(b) If any action is brought against a party or any of such party's
officers, directors, partners, employees, agent, or counsel, or any controlling
persons of such party (an
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"indemnified party"), in respect of which indemnity may be sought against the
other party pursuant to this section 5, such indemnified party or parties shall
promptly notify the other party (the "indemnifying party") in writing of the
institution of such action (but the failure to so notify shall not relieve the
indemnifying party from any liability it may have unless, and to the extent the
indemnifying party is prejudiced thereby) and the indemnifying party shall
promptly assume the defense of such action, including the employment of counsel
(reasonably satisfactory to such indemnified party or parties) and payment of
expenses. Such indemnified party shall have the right to employ its own counsel
in any such case, but the fees and expense of such counsel shall be at the
expense of such indemnified party unless the employment of such counsel shall
have been authorized in writing by the indemnifying party in connection with the
defense of such action or the indemnifying party shall not have promptly
employed counsel satisfactory to such indemnified party or parties to have
charge of the defense of such action or such indemnified party or parties shall
have reasonably concluded that there may be one or more legal defenses available
to it or them or to other indemnified parties which are different from or
additional to those available to one or more of the indemnifying parties, in any
of which events such fees and expenses of one such counsel shall be borne by the
indemnifying party and the indemnifying party shall not have the right to direct
the defense of such action on behalf of the indemnified party or parties.
Anything in this paragraph to the contrary notwithstanding, the indemnifying
party shall not be liable for any settlement of any such claim or action
effected without its written consent. Each party agrees to promptly notify the
other party of the commencement of any litigation or proceedings against the
party or any of such party's officers or directors where there is a right of
indemnification under this section 5.
6. Remedies. Cameron acknowledges that the non-disclosure covenant set forth in
section 4 of this Agreement is an essential term and condition of Cameron's
continued engagement by the Company and that the Company will have no adequate
remedy at law in the event of any actual or threatened violation of such
covenant. Cameron, therefore, agrees that the Company shall be entitled to a
decree or order by any federal or state court located in Broward County, Florida
enjoining such threatened or actual violation of such covenant. Such decree or
order, to the extent appropriate, shall specifically enforce the full
performance of any such covenant by Cameron, and Cameron hereby consents to the
jurisdiction of the federal and state courts located in Broward County, Florida.
Enforcement of any remedy under this section 6 shall not reduce or adversely
affect any other remedy which may be available to the Company in law or in
equity, and nothing herein shall prevent the Company from seeking injunctive or
other relief hereunder, even if a subsequent employer or client of Cameron is
joined as a party defendant or co-defendant in any proceeding hereunder.
7. Termination. The term of this Agreement shall commence as of the date hereof
and shall terminate on the one year anniversary. This Agreement can be extended
by mutual agreement of both parties. All fees earned and expenses incurred
through the effective date of the termination of the term of this Agreement
shall be due and payable upon the effective date of the termination of this
Agreement. The provisions of sections 3, 4, 5 and 6 shall survive the
termination of the term of this Agreement.
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8. Waiver of Breach. The failure of any party to this Agreement to exercise any
rights or powers granted under this Agreement shall not be construed as a waiver
thereof. The waiver by a party to this Agreement of a breach of any provision of
this Agreement shall not operate nor be construed as a waiver of any subsequent
breach by the other party to this Agreement.
9. Notices. All requests, demands, notices and other communications required or
otherwise given under this Agreement shall be sufficiently given if (a)
delivered by hand against written receipt therefore, (b) forwarded by overnight
courier requiring acknowledgment of receipt or (c) mailed by postage prepaid,
registered or certified mail, return receipt requested addressed, to the party
to whom such request, demand, notice or other communication is being given at
the address of such party set forth above, or, in the case of either party to
this Agreement, at such other address as such party shall have furnished in
writing, in accordance with this section 9, to the other party. Each such
request, demand, notice or other communication shall be deemed given (a) on the
date of delivery by hand, (b) on the first business day following the date of
delivery to an overnight courier or (c) three business days following mailing by
registered or certified mail.
10. Entire Agreement, Amendments. This Agreement supersedes all prior agreements
and constitutes the entire agreement and understanding between parties with
respect to the subject matters of this Agreement. This Agreement may not be
amended, modified in any manner or terminated orally; and no amendment,
modification, termination or attempted waiver of any of the provisions hereof
shall be binding unless in writing and signed by the parties against whom the
same is sought to be enforced.
11. Severability. In the event that all or any part of any section of this
Agreement shall be held to be invalid, illegal or unenforceable in any respect,
the validity of the remainder of this Agreement or the remainder of any such
section shall in no way be affected, prejudiced or disturbed thereby and shall
not be rendered invalid. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted as broadly as permitted by
applicable law to render it enforceable.
12. Jurisdiction. The parties hereto do hereby consent and submit to the venue
and jurisdiction of the state and federal courts sitting in the State of
Florida, County of Broward, as the sole and exclusive forum for such matters of
dispute, and further agree that, in the event of any action or suit as to any
matters of dispute between the parties, service of any process may be made upon
the other party in the same manner as the giving of notices under section 9(a)
of this Agreement.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without application to the
principles of conflicts of laws.
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14. Binding Agreement; Benefit. The provisions of this Agreement will be binding
upon, and will inure to the benefit of, the respective legal representatives,
successors and assigns of the parties hereto.
15. Headings. The section and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. Assignment. This Agreement is personal in its nature and the parties hereto
shall not, without the consent of the other parties, assign or transfer this
Agreement or any rights or obligations hereunder.
17. Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
MediaNet Group Technologies, Inc.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Chief Executive Officer
Cameron Associates, Inc.
By: /s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx
President
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