Exhibit 10.34
CONSULTING SERVICES AGREEMENT & JOINT CONTENT AGREEMENT
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This CONSULTING SERVICES AGREEMENT ("Agreement"), is made effective
this 7th day of February, 2000, between XxxxxXxxxxx.xxx Inc. ("OrbitTravel"), a
Delaware corporation with its principal place of business at Xxx Xxxxx Xxxxxx
Xxxxx, 00X, Xxx Xxxx, Xxx Xxxx 00000 and Laspata / Xxxxxx Studio Corp., 00 Xxxxx
Xxxxxx, Xxx Xxxx, ("Xxxxxxxxxx").
RECITALS
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I. OrbitTravel desires to retain Consultant to provide the services described
in this Agreement;
II. Consultant desires to provide such services to OrbitTravel pursuant to this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions as set
forth herein, and other valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
AGREEMENTS
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1. SERVICES: Consultant shall perform for OrbitTravel the services described
in Exhibit "A" attached hereto and by this reference incorporated herein
(the "Services").
2. PAYMENT FOR SERVICES: OrbitTravel agrees to pay Consultant for the Services
in accordance with paragraph 1 contained herein Exhibit "A" attached hereto
and by this reference incorporated herein, which shall be executed by both
parties. OrbitTravel warrants and undertakes that all fully paid and
non-assessable shares of this common stock issued to the Consultant
pursuant to this Agreement in payment for Services and Past Services are
subject to rule 144 restriction until such time as the company has filed
and registered an SB2 with the United States Securities and Exchange
Commission. The services as described in Exhibit "B" attached hereto shall
apply to said agreement.
3. COOPERATION: During the term of this Agreement, the parties shall
communicate, cooperate, and provide each other with ready access to their
respective staff and resources as is necessary to provide the Services and
to otherwise effectuate the purposes of this agreement. Consultant shall
install a high speed modem for Internet access as a part of this agreement.
4. INDEPENDENT CONTRACTOR: Consultant is providing the Services to OrbitTravel
as an independent contractor, and this Agreement does not create an
employer/employee relationship, nor does this Agreement create a
relationship of joint ventures, partners, associates or any other
relationship between the parties other than that of independent contractor.
Consultant shall be working from their own office, using their own
equipment, and shall have no right to utilize the offices or equipment of
OrbitTravel unless specifically requested. Consultant shall have the right
to retain, and will be solely responsible for, its own salespersons,
employees, agents, and representatives. All such persons will be retained
by the Consultant at their own risk, expense, and supervision, and
Consultant shall have no right of compensation or reimbursement from or
against OrbitTravel in connection with such retention in the absence of a
prior written agreement between the parties. Consultant shall be solely
responsible for payment of all taxes as may be imposed on any income
derived by Consultant hereunder and for any and all other liabilities
arising out of Consultant's independent status. To the extent that
OrbitTravel pays any taxes or other sums on Consultant's behalf for any
reason, Consultant shall promptly indemnify or reimburse OrbitTravel for
any and all such sums.
5. CONFIDENTIAL INFORMATION: Both parties acknowledge that during the course
of performance of the Services referenced herein, they may come into
possession of each other's Confidential Information. For the purposes of
this agreement, "Confidential Information" shall mean any information, not
generally known in the trade or industry, which was obtained from
OrbitTravel, or which was learned, discovered, developed, conceived,
originated, or prepared during or as a
result of Consultant's performance hereunder on behalf of OrbitTravel and
which falls within the following general categories: (i) information
relating to trade secrets; (ii) information relating to existing or
contemplated products, services, technology, designs, computer systems,
computer software and research, or developments; (iii) information relating
to business plans, sales or marketing methods, methods of doing business,
customer lists, customer usages and/or requirements, and supplier
information; (iv) the Consultant shall not be bound to the nondisclosure
obligation provided for in this paragraph is such confidential information
becomes public knowledge or known to third parties through no fault of the
Consultant. Upon termination of this Agreement, Consultant agrees to
deliver to OrbitTravel all computer disks, notebooks, and any other data in
relation thereto, containing, embodying, or evidencing any of the
Confidential Information or Trade Secrets described herein.
Both parties acknowledge that during the term of this contract the use of
consultants name may be used for the use of advertising and other public
media and press releases as to the content of service provided by mutual
agreement between the parties.
6. ASSIGNMENT: This Agreement shall be binding upon, and inure to the benefit
of OrbitTravel, its successors, and assigns. However, Consultant's duties
are personal and may not be delegated by Consultant without OrbitTravel's
express prior written consent.
7. TERM AND TERMINATION:
(a) This Consulting Service Agreement is for the term of three (3) years.
(b) During such term, either party may terminate this Agreement upon ninety
(90) days written notice.
8. GENERAL PROVISIONS:
(a) NOTICES: Any notice or communication required under this Agreement to
be made to either party shall be typewritten in English and shall be
considered delivered when personally delivered, delivered by registered
mail with confirmed receipt (postage prepaid), or delivered by
overnight courier to the address of the party as set forth above.
Either party may change such address by duly giving notice in
accordance with this Section 8(a).
(b) TITLES AND CAPTIONS: All article and section titles or captions in this
Agreement are for convenience only. They shall not be deemed a part of
this Agreement, and in no way define, limit, extend, or described the
scope or intent of any of its provisions.
(c) AMENDMENTS: No supplement, modification, or amendment of any term,
provision, or condition of this Agreement shall be binding or
enforceable unless executed in writing by the party against whom
enforcement is sought as to such supplementary or modified or amended
term or condition.
(d) ENTIRE AGREEMENT AND WAIVER: This Agreement, together with its
Exhibits, constitutes the entire agreement between the parties hereto,
and supercedes all prior and contemporaneous agreements, arrangements,
negotiations, and understandings between the parties hereto relating to
the subject matter hereof. There are no other understandings,
statements, promises or inducements, oral or otherwise, contrary to the
terms of this Agreement. No representations, warranties, covenants, or
conditions, express or implied, whether by statue of otherwise, other
than as set forth herein have been made by any party hereto. No waiver
of any term, provision, or condition of this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to
be, or shall constitute, a waiver of any other provision hereof,
whether not similar, nor shall any such waiver constitute a continuing
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waiver, and no waiver shall be binding unless expressly agreed in
writing by the party making such waiver.
(e) THIRD PARTIES: Nothing in this Agreement (whether express or implied)
is intended to confer upon any person other than the parties hereto and
their respective successors and permitted assigns, any rights or
remedies under or by reason of this Agreement, nor is anything in this
Agreement intended to relieve or discharge the liability of any other
party hereto, nor shall any provision hereof give any entity any right
to subrogation against or action over against any party.
(f) COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which together shall constitute one and the same
instrument.
(g) INVALIDITY OF PROVISIONS: If any provisions of this Agreement is or
becomes wholly or partly invalid, illegal, or unenforceable: (i) the
validity, legality, and enforceability of the remaining provisions
shall continue in force unaffected, and (ii) the parties shall meet as
soon as possible and negotiate in good faith upon a replacement
provision that is legally valid and that as nearly as possible achieves
the objectives of the Agreement and produces an equivalent economic
effect, which replacement provision shall apply as of the date that the
replaced provision had become invalid, illegal, or unenforceable.
(i) FORCE MAJEURE: Any prevention, delay or stoppage due to causes beyond
the parties' control, including, but not limited to, acts of God,
public enemies, war, civil disorder, fire, flood, explosion, labor
disputes or strikes, or any acts or orders of any governmental
authority, inability to obtain supplies or materials (including,
without limitation, computer hardware), shall excuse the performance of
that party of its obligations hereunder for a period equal to any such
prevention , delay, or stoppage.
(h) GOVERNING LAW: This Agreement shall be construed and governed in
accordance with the laws of the State of New York, U.S.A. without
regard to any conflicts of law rules.
(l) SURVIVABILITY: The provisions of Paragraphs 2, 5 and 7 shall survive
termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the day
and year written above.
XxxxxXxxxxx.xxx Corporation CONSULTANT
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx XxXxxx / Ma?? Laspata
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Title: Chairman & CEO Title: Co-owner / co-owner
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LASPATA / XXXXXX
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EXHIBIT "A"
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SERVICES
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Consultant shall provide OrbitTravel with the following business
development services:
Total share issuance 2,500,000 shares of common stock.
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LASPATA/XXXXXX STUDIO
PHOTO SESSION ESTIMATE - 8 SHOOT DAYS PLUS 15 TRAVEL/PREP DAYS
CARIBBEAN: ST. BARTS, BARBADOS, JAMAICA, BAHAMAS
HOTELS: HOTEL GUANAHANI, ROYAL PAVILION, HALF MOON, OCEAN CLUB
Photography Fee $ 140,000
Based on a 2 day shoot in
each city - 8 days
Styling Fee 24,000
Based on a 2 day shoot in
each city - 8 days
Film & Processing 11,248
Rough Work Prints 13,992
Photo Assistants 42,900
Based on 23 days
Styling Assistant 7,000
Wardrobe/Accessory Rental 80,000
Location Fees 50,000
Lighting Equipment 8,000
Props 4,000
Production Coordinators 40,000
Location Vans 8,000
Mess/Trucking/Shipping 2,000
Taxis/Limousines 9,500
Insurance 2,500
Long Distance Calls 4,000
Gratuities 7,000
Miscellaneous 20,000
Catering 8,000
Airfare 37,455
Hotels 107,500
Meals 20,000
Car Rental 20,000
Excess Baggage 5,000
Carnet 7,500
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Sub Total $ 679,095
PHOTO SESSION ESTIMATE
CARIBBEAN: ST. BARTS, BARBADOS, JAMAICA, BAHAMAS
CONT.
Hair Stylist $ 45,036
Each Location $11,259
This includes 1 day travel, 2 shoot days,
20% agency and tax
Make-up $ 45,036
Each Location $11,259
This includes 1 day travel, 2 shoot days,
20% agency and tax
SUMMARY
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Production Expenses $ 679,095
Hair Stylist 45,036
Make-up Artist 45,036
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Total $ 769,167
TOTAL ESTIMATED PHOTO SESSION $769,167
