CONSULTING AGREEMENT
EXHIBIT
10.1
This
Consulting Agreement (the "Consulting Agreement") is made as of April 19, 2006
(the Effective Date), by and between M&A Business Consulting, Inc.,
(“M&A”),
Xxxxxxx Xxxxxxxx (hereafter, Xx. Xxxxxxxx and M&A are collectively referred
to as Consultant) and Interactive Television Networks, Inc., a Nevada
corporation (the "Company").
WITNESSETH
WHEREAS,
the Company is engaged in an Internet Protocol Television subscription based
business that sells an internet appliance allowing subscribers to view content
using proprietary hardware and software that connects a television set to the
internet (the “Business”); and
WHEREAS,
Consultant has experience in the Business, and Consultant has been providing
the
Company with consulting services related to the Business since December 2005;
and
WHEREAS,
the Company wishes to formally engage the Consultant in order to obtain the
services of Xx. Xxxxxxxx, all pursuant to the terms and provisions of this
Consulting Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is
agreed as follows:
1.
APPOINTMENT.
The
Company hereby engages Consultant and Consultant hereby agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth. This Consulting Agreement is contingent on you executing
the Nondisclosure and Development Agreement attached hereto as Exhibit A and
upon you executing the Non-Competition Agreement attached hereto as Exhibit
B.
2.
TERM.
The
term
of this Consulting Agreement is for no specific period of time. As a result,
either you or the Company are free to terminate this Consulting Agreement at
any
time for any reason, with or without cause. This is the full and complete
agreement between us on this term. Although the consulting duties and
compensation may change from time-to-time, the “at-will” nature of this
Consulting Agreement may only be changed in a document signed by Consultant
and
the Chief Executive Officer of the Company.
3.
SERVICES.
The
services to be provided by Consultant hereunder shall be performed exclusively
by Xx. Xxxxxxxx, and Consultant agrees to make Xx. Xxxxxxxx available to provide
all of the services required to be provided hereunder. Xx. Xxxxxxxx shall
provide services as the President of the Company, and Xx. Xxxxxxxx hereby
accepts such engagement, upon the terms and conditions hereinafter set forth.
Xx. Xxxxxxxx’x duties and responsibilities shall consist of all of the duties
and responsibilities generally performed by Presidents of publicly traded
companies. Consultant agrees
that Xxxxxxx Xxxxxxxx shall
devote
his full time and attention to his consulting services hereunder. Xx.
Xxxxxxxx shall report to the Board of Directors.
4.
COMPENSATION.
a. Cash
Compensation.
The
Company shall compensate M&A in US dollars in the amount of Twenty Thousand
Dollars ($20,000.00) per month in exchange for Xx. Xxxxxxxx’x services as the
President of the Company.
b. Business
Expense Reimbursement.
The
Consultant shall be entitled to receive reimbursement for reasonable,
out-of-pocket expenses incurred on behalf of the Company in accordance with
the
Company’s policies established by the Board of Directors.
5.
INDEPENDENT CONTRACTOR.
Nothing
in this Consulting Agreement shall in any way be construed to constitute
Consultant as an employee of the Company, but Consultant shall perform the
services hereunder as an independent contractor. Consultant acknowledges and
agrees that Consultant is obligated to report as income all compensation
received by Consultant pursuant to this Consulting Agreement, and Consultant
agrees to and acknowledges the obligation to pay all self-employment and other
taxes thereon. Consultant further agrees to indemnify the Company and hold
it
harmless to the extent of any obligation imposed on the Company (i) to pay
in withholding taxes or similar items or (ii) resulting from Consultant’s
being determined not to be an independent contractor. Consultant acknowledges
and agrees, and it is the intent of the parties hereto, that Consultant receive
no benefits from the Company, either as an independent contractor or employee.
If Consultant is reclassified by a state or federal agency or court as an
employee for tax or other purposes, Consultant will become a non-benefit
employee and will receive no benefits from the Company, except those mandated
by
state or federal law, even if by the terms of the benefit plans or programs
of
the Company in effect at the time of such reclassification Consultant would
otherwise be eligible for such benefits.
5.
MISCELLANEOUS.
This
Consulting Agreement supersedes any prior representations or agreements, whether
written or oral, between the Company and Xx. Xxxxxxxx. To accept this Consulting
Agreement, please sign and return this Consulting Agreement to the Company
with
the executed Nondisclosure and Development Agreement and the executed
Non-Competition Agreement.
Modification:
This Consulting Agreement sets forth the entire understanding of the Parties
with respect to the subject matter hereof. This Consulting Agreement may be
amended only in writing signed by both the Company and Consultant.
Notices:
Any notice required or permitted to be given hereunder shall be in writing
and
shall be mailed or otherwise delivered in person or by facsimile transmission
at
the address noted below or to such other address or facsimile telephone number
as may have been furnished in writing.
Waiver:
Any waiver by of a breach of any provision of this Consulting Agreement shall
not operate as or be construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this Consulting Agreement.
The failure to insist upon strict adherence to any term of this Consulting
Agreement on one or more occasions will not be considered a waiver or deprival
of the right thereafter to insist upon adherence to that term or any other
term
of this Consulting Agreement.
Governing
Law: This Consulting Agreement is to be construed and enforced according to
the
laws of the State of California. This Consulting Agreement shall not be
construed more strictly against one party than the other, merely by virtue
of
the fact that it may have been prepared by counsel for one of the parties,
it
being recognized that both Company and Consultant have contributed substantially
and materially to the negotiation and preparation of this Consulting
Agreement.
Venue:
Venue in any action arising from this Consulting Agreement shall be in Orange
County, California.
Attorneys’
Fees: In connection with any controversy arising out of this Consulting
Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees
and costs at pretrial, trial, and appellate levels from the non-prevailing
party.
Severability:
If any provision of this Consulting Agreement is invalid, illegal, or
unenforceable, the balance of this Consulting Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and
circumstances.
Entire
Agreement: This Consulting Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supercedes all prior
arrangements, negotiations, and agreements between the parties with respect
to
such subject matter.
IN
WITNESS WHEREOF, this Consulting Agreement has been executed as of the date
first above written.
COMPANY
| /s/ Xxxxxxx Xxxxx |
Xxxxxxx
Xxxxx
CEO
0000
Xxxx
Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
CONSULTANT
(M&A
Business Consulting, Inc. and Xxxxxxx Xxxxxxxx individually)
| By: | /s/ Xxxxxxx Xxxxxxxx |
Name:
Xxxxxxx Xxxxxxxx
Personally
and as the President of M&A Business Consulting, Inc.
00000
Xxxxxxxx Xxxx
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
