CONSULTING AGREEMENT
Ex
4.2
THIS
CONSULTING AGREEMENT,
is entered into as of the 20th day of March, 2006, by and between Family
Room Entertainment Corporation (FMLY), a New Mexico corporation
("Company"),
and
Xxxx Xxxx, an individual located at 000
X.
Xxxxxxx Xx., XXX 000, Xxxxxxx Xxxxx, XX 00000
WHEREAS,
THE Company desires the Consultant to provide consulting services to the Company
pursuant hereto and Consultant is agreeable to providing such
services.
NOW
THEREFORE, in consideration of the premises and the mutual promises set forth
herein, the parties hereto agree as follows:
Consultant
shall serve as a consultant to the Company on certain film projects, and other
projects as may be assigned by Xxxxxx Xxxxx, Chief Executive Officer of the
Company on an as needed basis.
Term:
The
Company shall be entitled to Consultant’s services for reasonable times when and
to the extent requested by, and subject to the direction of Mr. Furla. The
term
of this Consulting Agreement began as of the date of this Agreement, and shall
terminate on March 19, 2007.
Reasonable
travel and other expenses necessarily incurred by Consultant to render such
services, and approved in advance by the Company, shall be reimbursed by the
Company promptly upon receipt of proper statements, including appropriate
documentation, with regard to the nature and amount of those expenses. Those
statements shall be furnished to the Company monthly at the end of each calendar
month in the Consulting Period during which any such expenses are incurred.
Company shall pay expenses within fifteen (15) business days of the receipt
of a
request with appropriate documentation.
In
consideration for the services to be performed by Consultant, the Consultant
will receive a warrant to purchase six million shares (6,000,000) of the common
stock of the Company at an exercise price of $0.015 per share.
It
is the
express intention of the parties that the Consultant is an independent
contractor and not an employee or agent of the Company. Nothing in this
agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between the Consultant and the Company.
Both parties acknowledge that the Consultant is not an employee for state or
federal tax purposes. The Consultant shall retain the right to perform services
for others during the term of this agreement.
Neither
this agreement nor any duties or obligations under this agreement may be
assigned by the Consultant without the prior written consent of the
Company.
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This
agreement may be terminated upon ten (10) days written notice by either the
Company or the Consultant.
Any
notices to be given hereunder by either party to the other may be given either
by personal delivery in writing or by mail, registered or certified, postage
prepaid with return receipt requested. Mailed notices shall be addressed to
the
parties at the addressed appearing in the introductory paragraph of this
agreement, but each party may change the address by written notice in accordance
with the paragraph. Notices delivered personally will be deemed communicated
as
of actual receipt; mailed notices will be deemed communicated as of two days
after mailing.
This
agreement supersedes any and all agreements, either oral or written, between
the
parties hereto with respect to the rendering of services by the Consultant
for
the Company and contains all the covenants and agreements between the parties
with respect to the rendering of such services in any manner whatsoever. Each
party to this agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party,
or
anyone acting on behalf of any party, which are not embodied herein, and that
no
other agreement, statement, or promise not contained in this agreement shall
be
valid or binding. Any modification of this agreement will be effective only
if
it is in writing signed by the party to be charged.
This
agreement will be governed by and construed in accordance with the laws of
the
State of California, without regard to its conflicts of laws provisions; and
the
parties agree that the proper venue for the resolution of any disputes hereunder
shall be Los Angeles County, California.
For
purposes of this Agreement, Intellectual Property will mean (i) works, ideas,
discoveries, or inventions eligible for copyright, trademark, patent or trade
secret protection; and (ii) any applications for trademarks or patents, issued
trademarks or patents, or copyright registrations regarding such items. Any
items of Intellectual Property discovered or developed by the Consultant (or
the
Consultant’s employees) during the term of this Agreement will be the property
of the Consultant, subject to the irrevocable right and license of the Company
to make, use or sell products and services derived from or incorporating any
such Intellectual Property without payment of royalties. Such rights and license
will be exclusive during the term of this Agreement, and any extensions or
renewals of it. After termination of this Agreement, such rights and license
will be nonexclusive, but will remain royalty-free. Notwithstanding the
preceding, the textual and/or graphic content of materials created by the
Consultant under this Agreement (as opposed to the form or format of such
materials) will be, and hereby are, deemed to be “works made for hire” and will
be the exclusive property of the Company. Each party agrees to execute such
documents as may be necessary to perfect and preserve the rights of either
party
with respect to such Intellectual Property.
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The
written, printed, graphic, or electronically recorded materials furnished by
the
Company for use by the Consultant are Proprietary Information and are the
property of the Company. Proprietary Information includes, but is not limited
to, product specifications and/or designs, pricing information, specific
customer requirements, customer and potential customer lists, and information
on
Company’s employees, agent, or divisions. The Consultant shall maintain in
confidence and shall not, directly or indirectly, disclose or use, either during
or after the term of this agreement, any Proprietary Information, confidential
information, or know-how belonging to the Company, whether or not is in written
form, except to the extent necessary to perform services under this agreement.
On termination of the Consultant’s services to the Company, or at the request of
the Company before termination, the Consultant shall deliver to the Company
all
material in the Consultant’s possession relating to the Company’s
business.
The
obligations regarding Proprietary Information extend to information belonging
to
customers and suppliers of the Company about which the Consultant may have
gained knowledge as a result of performing services hereunder.
The
Consultant shall not, during the term of this agreement and for a period of
one
year immediately after the termination of this agreement, or any extension
of
it, either directly or indirectly (a) for purposes competitive with the products
or services currently offered by the Company, call on, solicit, or take away
any
of the Company’s customers or potential customers about whom the Consultant
became aware as a result of the Consultant’s services to the Company hereunder,
either for the Consultant or for any other person or entity, or (b) solicit
or
take away or attempt to solicit or take away any of the Company’s employees or
consultants either for the Consultant or for any other person or
entity.
The
Company will indemnify and hold harmless Consultant from any claims or damages
related to statements prepared by or made by Consultant that are either approved
in advance by the Company or entirely based on information provided by the
Company.
Consultant: Company:
Xxxx
Xxxx Family
Room Entertainment Corporation
/s/
Xxxx Xxxx
/s/
Xxxxxx Xxxxx
______________________ By:__________________
Xxxxxx
Xxxxx
CEO
and
Director
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XXXX
XXXX
000
X.
Xxxxxxx Xx., XXX 000
Xxxxxxx
Xxxxx, XX 00000
_________________________________________________________________________
March
20,
2006
0000
Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Attn: Xxxxxx
Xxxxx
Chief
Executive Officer
Re: Consulting
Services
Dear
Mr.
Furla:
Pursuant
to your request, the within is to confirm that the consulting services performed
pursuant to my consulting agreement with Family Room Entertainment Corporation.
dated March 20, 2006 and myself, Xxxx Xxxx, ("Consultant"), are for bona fide
consulting services performed by an individual (myself) and not in consideration
for any capital raising transactions. In addition the consultant (myself) have
not and will not directly or indirectly promote or maintain a market for the
Company’s common stock. I am providing this letter to the Company and I am aware
that the Company is relying upon the within representation in proceeding to
file
a registration for the shares of common stock granted to me under my consulting
agreement.
Sincerely,
/s/
Xxxx Xxxx
________________
________________
Xxxx
Xxxx
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