LIMITED CONSULTING CONTRACT
This Agreement is made between THE PROJECT GROUP (hereinafter COMPANY)
And XXXXXXX XXXXXXX (hereinafter CONSULTANT).
In consideration for the promises contained herein and other good and
valuable considerations, it is agreed as follows:
INDEPENDENT CONTRACTOR STATUS
Parties to this contract intend that the relationship between them
created by the contract is that of company and independent contractor. No agent,
employee or servant of the independent contractor shall be, or shall be deemed
to be, an employee, agent, or servant of the employer. COMPANY is interested
only in the results obtained under this contract; the manner and means of
conduct of the work are under the sole control of the independent contractor.
None of the benefits provided by the company to its employees, including, but
not limited to, compensation, insurance and unemployment insurance will be
available to the contractor, or its employees. Independent contractor will be
solely and entirely responsible for its acts and for the acts of its agents,
employees, servants, and subcontractors during the performance of this contract.
Within this Agreement, the use of the name COMPANY shall mean COMPANY itself, or
employees, agents or other consultants employed by COMPANY.
STATEMENT OF CONTRACT INTENT
Throughout this Agreement and the term of this Agreement, CONSULTANT
will be engaged in consulting media on an independent contractor basis.
CONSULTANT will derive its revenues and any other compensation from consulting
fees charged COMPANY.
COMPANY and CONSULTANT agree to enter into a Limited Consulting
Contract.
It is the intent of COMPANY and the CONSULTANT, evidenced by their
signatures hereto, to employ and provide the services described herein.
DUTIES TO BE PERFORMED
1. Whereas, CONSULTANT, through TVA Productions or such other channels as
CONSULTANT shall deem appropriate, will provide performance based media
booking services on national and local TV/Radio/Airline programming and
Broadcast / Print-ready News features, also known as a "MediaBlitz!(R)"
campaign and including the services shown on Schedule 1 attached hereto
(the "SERVICES").
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ARTICLE I
COMPANY hereby contracts CONSULTANT commencing on the date specified
below and continuing for a period of up to eight (8) months or until CONSULTANT
has performed the SERVICES, whichever shall come first, to act as an independent
agent to or though its agents, servants, and employees perform such services for
COMPANY as are consistent with the intent of this Agreement.
The financial consulting fee and any such other compensation for
services, offered by CONSULTANT as set forth in this Agreement is $325,000 (the
"FEE"), payable in shares of the COMPANY'S common stock (PJTG) registered on
Form S-8 and issued to CONSULTANT. The Fee is to be paid in 33% prior to
commencement of SERVICES, 33% three months following the commencement of
SERVICES and 33% six months following commencement of SERVICES. This agreement
may be cancelled by Company after the first three months on providing 15 days
notice without incurring costs beyond the initial FEE installment. For purposes
hereof, the number of shares of PJTG common stock to be issued shall be based on
the average closing price of the PJTG common stock over the five trading days
immediately preceding the schedule payment date of each installment of the FEE.
ARTICLE II
COMPANY agrees that CONSULTANT will have the right to use COMPANY's
personnel and consultants when necessary, but any and all costs not specifically
already provided for, including work processing, typing, printing, binding,
accounting fees, regulatory filing fees or other costs incidental to the
fulfillment of the items to be performed under this Agreement, will be budgeted
and presented to COMPANY for payment due prior to the work commencing, and the
fees must be approved by COMPANY in advance as stated herein.
ARTICLE III
If any portion of this Agreement is determined to be void as against
the law or public policy, such provision shall not render the entire Agreement
void, but only the invalid portion shall be so construed, and those provisions
of this Agreement as evidenced by this Agreement shall be entered into and
carried out.
The parties agree that in the event any party to this Agreement shall
fail or refuse to perform any of the provisions of this Agreement, the other
party hereto shall be entitled to injunctive relief enjoining and restraining
the violations of any of the provisions of this Agreement and compelling
specific performance of this Agreement as set forth herein.
The waiver by either party of breach or violation of, or failure to
comply with, any term condition or provision of this Agreement by the other
party shall not effect this Agreement and shall not operate or be construed as a
waiver of any subsequent breach, rights, or remedies of the parties hereto.
No departure from this Agreement will constitute a waiver or modification of any
of the provisions or conditions, or the rights, or remedies of either of the
parties hereto.
This Agreement is made with reference to the laws of the State of
California, unless another state may have jurisdiction in this transaction
requiring the application of that state's laws to this particular transaction.
It is expressly understood that this Agreement shall bind any
successors, assigns, subsidiaries, or extensions to the parties hereto.
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It is expressly understood and agreed that COMPANY and CONSULTANT are
completely separate entities and are not partners, joint ventures, nor agents
for each other in any sense whatsoever and neither party has the power or right
to obligate or bind the other. It is also expressly understood that CONSULTANT
has not represented itself as a brokerage firm, venture capital firm, or by
other definition, a capital raising entity in this transaction.
This Agreement is complete and it is mutually agreed and understood
that no other agreements, statements, inducements, or representations, written
or verbal, have been made or relied upon by either party. In addition, because
CONSULTANT has agreed to accept COMPANY'S stock as compensation for its
services; COMPANY understands and agrees that CONSULTANT does not recommend or
give any advise to investors regarding COMPANY'S stock, including evaluations or
performance. CONSULTANT makes no representations or warranties that it's
services contemplated herein will have any baring whatsoever on COMPANY'S
present or future share price. The modifications hereto or amendments hereto
shall be binding when presented in writing and signed by both parties.
This Agreement may be signed in counterpart.
Signed by a person or persons duly authorized by COMPANY and
CONSULTANT.
For CONSULTANT For COMPANY
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XXXXXXX XXXXXXX (Natural Person) THE PROJECT GROUP
By XXXXX XXXXXXXX, CEO
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Date Date
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SCHEDULE 1
"MediaBlitz!(R)" Campaign Services
Definitions:
o TV News Spotlight: A 2-8 minute segment featured on 1/2 hr. TV
newsmagazines airing nationwide.
o VNR: a broadcast-quality 90-second narrated Video News Release,
followed by up to 13 minutes of B-Roll and Sound Bites, distributed
via Satellite and Beta Broadcast Masters for inclusion on national
and local news programs and talk shows.
o Newspaper Feature: 1-3 column news article with photo and contact
info distributed to over 10,000 newspapers (mainly major market
dailies and weeklies), reaching over 20 million readers (est.).
o RNR: 60 second Radio News Release professionally recorded and
distributed in script form and on CD to 6,600 radio stations for use
on regular news and talk shows.
Services:
CONSULTANT guarantees performance of the following SERVICES:
a) COMPANY 1/2 hr. Exclusive TV Special, TV News Spotlight and/or VNR will
air for at least six months on national and local cable, satellite and
broadcast affiliates throughout the U.S. and Canada. Programs will air as
regular (non-paid) programming and as sponsored (paid) programming.
b) 1,500 total airings generated from a combination of cablecasts and
broadcasts. Counted airings will take place between 6:30 am
"MediaBlitz!(R)" campaign and 10:30 pm daily - with the majority expected
to be aired in Top 50 markets during primetime hours (5:30 pm-10:30 pm).
Each city counts as one airing. CONSULTANT guarantees a minimum of 300,000
broadcast audience impressions based on Xxxxxxx Rating Systems and
90,000,000 cable households. Cable audience is estimated at 4,860,000
viewers based on 2% of cable subscriber base and 2.7 viewers per
household.
c) Nationwide distribution on one or more national networks such as CNN,
MSNBC, XXX Xxxx Xxxxxxx, CNBC, Dish Network and AMC.
d) 13 live-to-tape interviews on a leading national TV talk show during the
six month term of this campaign. Each episode reaches 42 million
television homes on over 900 cable TV systems in the U.S., on NBC-TV in
the Virgin Islands and Puerto Rico and 42 million TV homes in Western
Europe. COMPANIES appearance on the TV show is highlighted in a weekly
E-Mail Program Update, sent to 250,000 opt-in subscribers. Each episode is
also broadcast worldwide on the Internet from a family of financial web
sites. A National Press Release is issued with each appearance to more
than 2200 media outlets, publicizing COMPANIES story and appearance on the
Program. COMPANY may choose to appear in person or the interview can be
conducted via phone or Satellite, from virtually any TV studio in the
world.
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d) 20 Radio Talk Show Interviews (with expert coaching)
e) Spotlight is also guaranteed to air daily on at least one major Airline
(most likely United) for at least one month as in-flight programming.
f) A minimum of 200 Newspaper Feature placements;
g) 200 Radio News Release (RNR) placements.
h) Monthly updates of COMPANY headline events in major financial / business
E-newsletter sent to over 650,000 opt-in subscribers including: 250,000+
financial services professionals, 50,000+ key corporate decision makers
and 350,000+ investors.
COMPANY will receive usage reports with maps, bar charts, pie charts and
circulation data plus physical clippings from newspapers and
magazines---verifying the guaranteed number of placements and audience
impressions. TV, Print and Radio elements are subject to editing by media
outlets.
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