Exhibit 4(b)
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") dated as of
January 7, 0000
X X X X X X X:
UGOMEDIA INTERACTIVE CORPORATION, a Nevada corporation
(hereinafter referred to as the "Company")
- and -
Xxxxxxx X. Xxxxxxxxx, an individual
(hereinafter referred to as the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to retain the Consultant to consult and
advise the Company, and the Consultant is willing to provide such services;
NOW THEREFORE, in consideration of the mutual undertakings contained
herein, the parties agree as follows:
Article 1
CONSULTING ARRANGEMENT
1.1 The Company hereby engages the Consultant as an independent contractor and
not as an employee, to render consulting services to the Company as hereinafter
provided and the Consultant hereby accepts such engagement for a period
commencing on January 8, 2003 and ending January 8, 2004. The Consultant agrees
that the Consultant will not have any authority to bind or act on behalf of the
Company. The Consultant shall at all times be an independent contractor
hereunder, rather than an agent, coventurer, employee or representative of the
Company. The Company hereby acknowledges and agrees that the Consultant may
engage directly or indirectly in other businesses and ventures and shall not be
required to perform any services under this Agreement when, or for such periods
in which, the rendering of such services shall unduly interfere with such other
businesses and ventures, providing that such undertakings do not completely
preempt the Consultant's availability during the term of this Agreement. Neither
the Consultant nor his employees will be considered by reason of the provisions
of this Agreement or otherwise as being an employee of the Company or as being
entitled to participate in any health insurance, medical, pension, bonus or
similar employee benefit plans sponsored by the Company for its employees. The
Consultant shall report all earnings under this Agreement in the manner
appropriate to its status as an independent contractor and shall file all
necessary reports and pay all taxes with respect to such payments.
Article 2
SERVICES
2.1 Subject to the terms and conditions of this Agreement, the Company hereby
engages the Consultant, and the Consultant hereby accepts the engagement, to
provide advice, analysis and recommendations (the "Services") to the Company
with respect to the following:
(a) Identifying prospective strategic partners and strategic
alliances - except reverse mergers designed to take a private
company public;
(b) Corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business
consulting needs as expressed by the Company;
(c) Business development;
(d) Market and marketing analysis;
(e) Business strategies;
(f) Corporate imaging advertising including print, online and
multimedia mediums;
(g) Development of media and public relations strategy;
(h) Periodic reporting as to developments concerning the industry
which may be relevant or of interest or concern to the Company
or the Company's business;
(i) Developing and managing Strategic Planning issues;
(j) Providing media training for CEO, president and senior staff
non-prohibited projects;
(k) Assisting in the management of other outsource vendors;
(l) Online content and market development and coordination for the
Company's web presence;
(m) Provide marketing and management consulting services
including:
(i) analyzing historical marketing plans relating to
security industry;
(ii) reviewing marketing performance of the Company on a
monthly basis; and
(iii) making recommendations to enhance the public and
private sector image of the Company;
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(n) Consulting on alternatives to enhance sales and increase the
growth of the Company;
(o) Coordinating corporate marketing and advertising activities.
During the term of this Agreement, the Consultant shall render
such consulting services as the Company from time to time
reasonably requests, which services shall include but not be
limited to those rendered by the Consultant to the Company
prior to the date hereof; provided that:
(i) To the extent practicable such services shall be
furnished only at such time and places as are
mutually satisfactory to the Company and the
Consultant; and
(ii) The Consultant shall not be called upon to devote
more than 30 hours in any week in performing such
services and shall not be required to perform any
services hereunder while the Consultant is on
vacation (which shall not be more than four weeks
during the term of this Agreement) or suffering from
a serious illness preventing the Consultant from
providing the Services.
Article 3
COMPENSATION
3.1 Compensation and Expenses. For the Services provided by the Consultant, the
Company (i) shall compensate the Consultant by delivering to the Consultant (a)
five hundred thousand (500,000) shares of the common stock of the Company which
shall be subject to a registration statement to be filed on Form S-8 as soon as
practicable following the completion of the share exchange transaction between
the Company, Sciax Technology Inc. and 4137639 Canada Inc. (the "Closing")
causing such shares to be freely tradable; and (b) five hundred thousand
(500,000) shares (the "Restricted Shares") of the common stock of the Company
which shall be "restricted securities" and the certificates for which shall bear
a restrictive legend stating that such Restricted Shares may only be resold
under a registration statement or under an exemption from the registration
requirements of the US securities laws including, without limitation, Rule 144;
and (ii) the Company shall be responsible for the payment of the reasonable
out-of-pocket costs and expenses of the Consultant incurred during the term of
this Agreement in connection with its engagement under this Agreement,
including, but not limited to travel and related expenses. The Company shall
reimburse the Consultant for such costs and expenses as they are incurred,
promptly after receipt of a written request for reimbursement from the
Consultant outlining in detail all expenses.
Article 4
REGISTRATION RIGHTS
4.1 Registration Rights. If the Company shall receive from the Consultant and
from Xxxxx Xxxxxxx ("Xxxxxxx") a joint written request, at any time not earlier
than one year after the Closing, the Company shall, at its expense, effect the
registration of the Restricted Shares held by each of the Consultant and Xxxxxxx
as soon as practicable and in any event within 90 days, as would permit the sale
and distribution of such Restricted Shares and shall, to the extent legally
permissable, keep such registration effective until the earlier of (i) one (1)
year; or (ii) the date on which all of the Restricted Shares are resold. The
Consultant and Xxxxxxx shall be entitled to request one (1) registration only,
on a joint basis only, pursuant to this Section.
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Article 5
MISCELLANEOUS
5.1 Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the Company and its affiliates, successors and assigns and is binding
upon and inures to the benefit of the Consultant and his successors and assigns;
provided that in no event shall the Consultant's obligations to perform the
Services be delegated or transferred by the Consultant without the prior written
consent of the Company.
5.2 Term. This Agreement shall commence on the date hereof and, unless sooner
terminated in accordance with the provisions hereof, shall expire on January 8,
2004. However, the Agreement may be extended by mutual written consent.
5.3 Termination. Either the Company or the Consultant may terminate this
Agreement for material breach upon at least thirty (30) days prior written
notice specifying the nature of the breach, if such breach has not been
substantially cured within the thirty (30) day period. Upon termination by the
Company, all shares and compensation previously paid shall be retained.
5.4 Independent Contractor Relationship. The Consultant and the Company are
independent contractors and nothing contained in this Agreement shall be
construed to place them in the relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall have the power or right
to bind or obligate the other party, nor shall it hold itself out as having such
authority.
5.5 Confidentiality. The Consultant agrees to keep confidential any and all
information or data which has been made available or is hereinafter made
available to the Consultant by the Company and the Consultant agrees not to
disclose the same to others without the written prior approval of the Company.
This Section shall survive the termination of this Agreement.
5.6 Indemnification. The Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages, liabilities, reasonable
attorney's fees, court costs and expenses resulting or arising from any
third-party claims, actions, proceedings, investigations, or litigation relating
to or arising from or in connection with this Agreement, or any act or omission
by the Company not directly attributable to the gross negligence, willful
misconduct or fraud of the Consultant.
5.7 Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given (i) when delivered, if personally delivered, (ii) when sent
by facsimile transmission, when receipt therefor has been duly received, or
(iii) when mailed by United States registered mail, return receipt requested,
postage prepaid, or by recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any party may have
furnished to the other in any writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
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5.8 Miscellaneous. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by authorized officers of each party. No waiver by either party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the internal
laws of the State of Nevada. Any controversy arising under or in relation to
this Agreement shall be settled by binding arbitration in Las Vegas, Nevada in
accordance with the laws of the State of Nevada and the rules of the American
Arbitration Association.
5.9 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
5.10 Severability. If in any jurisdiction, any provision of this Agreement or
its application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed, by limiting and reduction it, so as
to be enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.
By executing this Agreement, the Company acknowledges that the services
to be rendered are not in connection with a capital raising transaction and do
not directly or indirectly promote or maintain a market for the securities of
the Company.
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IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Company and the Consultant as of the date first written above.
UGOMEDIA INTERACTIVE CORPORATION
Per:
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Name:
Title:
Address:
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Facsimile:
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Witness Xxxxxxx X. Xxxxxxxxx
000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Facsimile:
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