Exhibit 10.7
AGREEMENT TO ENGAGE XXXX X. XXXX
AS CONSULTANT
Xxxx X. Xxxx ("King" or the "Consultant"), a FL individual, hereby submits to
Datamill Media Corp. ("Datamill" or the "Company'), a FL corporation, this
Consulting Agreement (the "Agreement") outlining the terms pursuant to which
King would be willing to act as Consultant with an effective date of October 5,
2011.
I. ENGAGEMENT:
Datamill hereby engages and retains King as Consultant to perform the Services
(as that term is hereinafter defined) and King hereby accepts such appointment
on the terms and subject to the conditions hereinafter set forth and agrees to
use his best efforts in providing such services.
II. INDEPENDENT CONTRACTOR:
King shall be, and in all respects be deemed an independent contractor in the
performance of his duties hereunder, any law of any jurisdiction to the contrary
notwithstanding.
A. In relation to any income tax to be paid on the compensation stated in this
Agreement, King shall be solely responsible for making all payments on
behalf of himself, including those required by law, and Datamill shall in
no event be liable for any debts or other liabilities of King.
X. Xxxx shall not, by reason of this Agreement or the performance of the
Services, be or be deemed to be, an employee, agent, partner, co-venturer
or controlling person of Datamill, and King shall have no power to enter
into any agreement on behalf of, or otherwise bind Datamill. Without
limiting the foregoing, King shall not enter into any contract or
commitment on behalf of Datamill.
C. Subject to Section II D hereof, King shall not have or be deemed to have,
fiduciary obligations or duties to Datamill and shall be free to pursue,
conduct and carry on for his own account (or for the account of others)
such activities, employments, ventures, businesses and other pursuits as
King in his sole, absolute and unfettered discretion, may elect.
D. Notwithstanding the above, no activity, employment, venture, business or
other pursuit of King during the term of this agreement shall conflict with
King's obligations under this Agreement or be adverse to Datamill's
interests during the term of this Agreement.
III. SERVICES:
King agrees to serve as Consultant to Datamill and agrees to work in a
consulting and advisory capacity to Xxxx Xxxxx. In addition, King shall assist
in dealing with the Company's external audit firm, attorneys, regulatory
agencies and third parties.
King agrees to assist with the implementation of Xx. Xxxxx'x approved proposals
including, but not limited to, the following:
1. Strategies for implementation of recapitalization, restructuring and
financing.
2. Recapitalization proposals of equity structure.
3. Public company infrastructure.
4. Proposals for collaborations, joint ventures, subsequent acquisitions
and required disclosure.
5. IP restructure, license agreements, assignments and IP portfolio
maintenance.
6. Investor documentation for proposed financing.
7. Contracts and agreements with employees and consultants.
8. Contracts, licenses and agreements with third party entities.
9. Accounting records.
10. Audits: schedules, work-papers, documentation and financials required.
11. Compliance with reporting company regulatory agencies.
12. Preparation of required SEC filings.
IV. EXPENSES:
Expenses incurred by King in the rendering of his services hereunder shall be
paid by King, unless agreed and authorized by Datamill, in writing that the
expenses will be paid by Datamill during the term of this Agreement.
V. COMPENSATION:
Datamill agrees that King shall be entitled to annual compensation valued at
$65,000 to be paid as follows: $5,000 per month during the one-year Agreement,
paid on the 1st day of each month, and 5,000,000 restricted common stock Company
shares (valued at $0.001 per share) to be issued by Datamill upon execution of
this Agreement.
VI. REPRESENTATIONS, WARRANTIES AND COVENANTS:
X. Xxxx acknowledges that by the very nature of his relationship with Datamill
he will, from time to time, have knowledge of or access to material
non-public information (as such term is defined by the Exchange Act). King
hereby agrees and covenants that:
1. King will utilize his commercially reasonable efforts to safeguard and
prevent the dissemination of such information to third parties unless
authorized in writing by Datamill to do so as may be necessary in the
performance of his Services under this Agreement.
2. King will not, in any way, utilize or otherwise include such
information, in actual form or in substantive content, in his analysis
for, preparation of or release of any Datamill literature or other
communication(s) relating to Datamill, including, but not limited to:
Press Releases, letters to investors and telephone or other personal
communication(s) with potential or current investors.
B. The execution, delivery and performance of this Agreement, in the time and
manner herein specified, will not conflict with, result in a breach of, or
constitute a default under any existing agreement, indenture, or other
instrument to which either Datamill or King is a party or by which either
entity may be bound or affected.
C. Both Datamill and King have full legal authority to enter into this
Agreement and to perform the same in the time and manner contemplated.
VII. TERM AND TERMINATION:
The term of this Agreement shall be for one year from the effective date of this
Agreement.
VIII. CONFIDENTIAL DATA:
X. Xxxx shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the business
and affairs of Datamill, obtained by King as a result of his engagement
hereunder, unless authorized, in writing by Datamill. Datamill shall not
divulge to others, any trade secret or confidential information, knowledge,
or data concerning or pertaining to the business and affairs of King,
obtained as a result of its engagement hereunder, unless authorized, in
writing, by King.
X. Xxxx shall not be required in the performance of his duties to divulge to
Datamill, or any officer, director, agent or employee of Datamill, any
secret or confidential information, knowledge, or data concerning any other
person, firm or entity (including, but not limited to, any such person,
firm or entity which may be a competitor or potential competitor of
Datamill which King may have or be able to obtain other than as a result of
the relationship established by this Agreement.
IX. OTHER MATERIAL TERMS AND CONDITIONS:
A. INDEMNITY. The parties hereto agree to provide indemnification to each
other.
B. PROVISIONS. Neither termination nor completion of the assignment shall
affect the provisions of this Agreement, and the Indemnification
Provisions, which are incorporated herein, which shall remain operative and
in full force and effect.
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C. ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time, at the
request of others, execute, acknowledge and deliver to the other party any
and all further instruments that may be reasonably required to give full
effect and force to the provisions of this Agreement.
D. ENTIRE AGREEMENT. Each of the parties hereby covenants that this Agreement,
together with any exhibits is intended to and does contain and embody
herein all of the understandings and agreements, both written or oral, of
the parties hereby with respect to the subject matter of this Agreement,
and that there exists no oral agreement or understanding or expressed or
implied liability, whereby the absolute, final and unconditional character
and nature of this Agreement shall be in any way invalidated, empowered or
affected. There are no representations, warranties or covenants other than
those set forth herein.
E. LAWS OF THE STATE OF FLORIDA. This Agreement shall be deemed to be made in,
governed by and interpreted under and construed in all respects in
accordance with the laws of the State of Florida, irrespective of the
country or place of domicile or residence of either party.
F. ASSIGNMENTS. The benefits of the Agreement shall inure to the respective
successors and assignees of the parties hereto and of the indemnified
parties hereunder and their successors and assigns and representatives, and
the obligations and liabilities assumed in this Agreement by the parties
hereto shall be binding upon their respective successors and assigns,
provided that the rights and obligations of YOUNG under this Agreement may
not be assigned or delegated without the prior written consent of King, and
any such purported assignment shall be null and void. Notwithstanding the
foregoing, King may assign any portion of his compensation as outlined
herein to his employees, affiliates, sub-contractors, subsidiaries or
consultants in his sole discretion.
G. ORIGINALS. This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed an original and constitute one
and the same agreement. Facsimile copies with signatures shall be given the
same legal effect as an original.
H. ADDRESSES OF PARTIES. Each party shall at all times keep the other informed
of its principal place of business if different from that stated herein,
and shall promptly notify the other of any change, giving the address of
the new place of business or residence.
I. MODIFICATION AND WAIVER. A modification or waiver of any of the provisions
of this Agreement shall be effective only if made in writing and executed
with the same formality as this Agreement. The failure of any party to
insist upon strict performance of any of the provisions of this Agreement
shall not be construed as a waiver of any subsequent default of the same or
similar nature or of any other nature.
APPROVED AND AGREED:
Company: Consultant:
Datamill Media Corp. Xxxx X. Xxxx
0000 Xxxxxx Xxxx, Xxxxx 000 000 Xxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
Tel: (000) 000-0000 Tel: (000) 000-0000
/s/ Xxxx X. Xxxxx /s/ Xxxx X. Xxxx
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By: Xxxx X. Xxxxx, President By: Xxxx X Xxxx
10/5/11 10/5/11
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Date Date
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