CONSULTING AGREEMENT
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into and
effective as of the _____ day of ______________ by and between XXX XXXXXX, of 2F
- 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx (the "Consultant"), and
DESTINY MEDIA TECHNOLOGIES INC., a Colorado corporation, having an office at
Suite 950, 555 West Hastings Street, Vancouver, British Columbia (the
"Corporation").
1. RECITAL
This Agreement is entered into with reference to and in contemplation of the
following facts, circumstances and representations:
1.1 The Corporation desires to engage the services of the Consultant to
assist it with respect to business development.
1.2 The Consultant desires to provide such business development services to
the Corporation as a contractor and pursuant to the terms and conditions set
forth herein.
1.3 The Corporation intends to file a registration statement in Form S-8
(the "Registration Statement") to qualify the issuance of shares to the
Consultant by way of compensation under the Securities Act of 1933.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 Term of Agreement This Agreement shall be for a term of 12 months and
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shall terminate on May 3, 2003.
2.2 Duties of Consultant During the term of this Agreement, Consultant
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shall provide advice to undertake for and consult with the Corporation
concerning the Corporation's business development. More specifically, the
Consultant will:
(1) consult with the Corporation concerning on-going strategic corporate
planning and long-term investment policies, including any revision of
the Corporation's Business Plan;
(2) render advice with respect to leasing and/or other financing
arrangements;
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(3) consult with and advise the Corporation with regards to potential
mergers and acquisitions, whether the Corporation be the acquiring
Corporation or the target of acquisition;
(4) assist management of the Corporation in order to evaluate the
Corporation's managerial, marketing and sales requirements;
(5) provide software marketing and sales efforts with the objective of
increasing sales of the Company's products and services by $1,000,000
per year.
With respect to the duties of the Consultant, it is specifically understood that
advice rendered by the Consultant with respect to financing arrangements will
not include financings involving any securities issuance by the Corporation
whether equity or debt.
2.3 Devotion to Duty The Consultant agrees to devote such time as is
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reasonable on an "as needed" basis with respect to the subject business
development services. The Consultant is free to represent or perform services
for other clients, provided it does not interfere with the duties contained in
this Agreement.
2.4 Duties of The Corporation The Corporation shall provide the Consultant,
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on a regular and timely basis, with all approved data and information about the
Corporation, its subsidiaries, its management, its products and services and its
operations as shall be reasonably requested by the Consultant, and shall advise
the Consultant of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph.
2.5 Compensation In consideration of entering into this Agreement, the
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Corporation shall issue to the Consultant upon effectiveness of the Registration
Statement, 800,000 shares of the Corporation's common stock which shares are
fully paid upon the execution hereof and the binding of the Consultant to the
obligations herein. The Corporation agrees to file the Registration Statement
as soon as practicable following execution of this Agreement.
2.6 Nondisclosure of Information The Consultant agrees that it will not at
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any time, in any fashion, form or manner, either directly or indirectly,
divulge, disclose or communicate to any person, firm or corporation, in any
manner whatsoever, any information of any kind, nature or description concerning
any matters affecting or relating to the business of the Corporation.
2.7 Assignment of Agreement Due to the personal nature of the services to
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be rendered by the Consultant, this Agreement may not be assigned by the
Consultant without the prior written consent of the Corporation.
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2.8 Prohibited Activities Consulting services provided under this Agreement
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shall not include:
(1) services in connection with the offer or sale of securities in a
capital-raising transaction;
(2) services that directly or indirectly promote or maintain a market for
the securities of the Corporation including without limitation the
dissemination of information that reasonably may be expected to
sustain or raise or otherwise influence the price of the securities;
(3) services providing investor relations or shareholder communications;
(4) consultation on mergers that take a private company public;
(5) consultation in connection with financing that involves any securities
issuance, whether equity or debt.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of Parties The parties further agree that they will do all
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things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and give effect to the purposes of this Agreement.
3.2 Governing Law The Agreement shall be governed by the laws of the State
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of Nevada and each party irrevocably attorns to the jurisdiction of the courts
of the State of Nevada.
3.3 Modification of Agreement This Agreement may be amended or modified in
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any way and at any time by an instrument in writing, signed by each of the
parties hereto, stating the manner in which it is amended or modified. Any such
writing amending or modifying of this Agreement shall be attached to and kept
with this Agreement.
3.4 Legal Fees If any legal action or any arbitration or other proceeding
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is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.5 Entire Agreement This Agreement constitutes the entire Agreement and
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understanding of the parties hereto with respect to the matters herein set
forth, and
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all prior negotiations, writings and understandings relating to the subject
matter of this Agreement are merged herein and are superseded and cancelled by
this Agreement.
3.6 Counterparts This Agreement may be signed in one or more counterparts.
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3.7 Facsimile Transmission Signatures A signature received pursuant to a
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facsimile transmission shall be sufficient to bind a party to this Agreement.
3.8 This Agreement supercedes all previous Agreements between the
Corporation and the Consultant relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
as of the date first written above.
DESTINY MEDIA SOFTWARE INC.
by its authorized signatory:
/s/ Xxxxx Xxxxxxxxxxx
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Signature of Authorized Signatory
Xxxxx Xxxxxxxxxxx
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Name of Authorized Signatory
CEO
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Position of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY XXX XXXXXX
in the presence of:
/s/ Xxxx Xxxxxxx
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Signature of Witness
/s/ Xxx Xxxxxx
#1040 - 0000 X. Xxxxxxxx Xx.
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Address of Witness XXX XXXXXX
Xxxxxxxxx, XX
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X0X 0X0
