Exhibit 4.1
BUSINESS CONSULTING SERVICES CONTRACT
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THIS AGREEMENT made as of the 6th day of December, 2002
BETWEEN: XXXXX XXXXXX, a private businesswoman and independent
consultant, with offices at 000 Xxxxxx #00-0, Xxxxxxxxxx, XX
00000.
(hereinafter referred to as "Ashley")
OF THE FIRST PART
AND: IMMEDIATEK, INC., formerly known as ModernGroove Entertainment,
Inc., a business established pursuant to the laws of the State
of Nevada, having executive offices at Suite 1200, 0000
Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxxxx, Xxxxx.
(hereinafter referred to as "Immediatek")
OF THE SECOND PART
WHEREAS:
A) Immediatek wishes to hire Ashley to provide certain business consulting
services to Immediatek (as further detailed in Section 2 below), and that
Ashley has agreed to provide said services to Immediatek on a consulting
basis, and that Ashley is qualified to render the aforesaid services;
B) Ashley has indicated its willingness to accept and undertake the duties
and responsibilities on the terms and conditions set out herein, and
will perform said duties and responsibilities as an independent contractor
to Immediatek; and,
C) The parties have agreed that the terms and conditions of such contractual
work will be as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements hereinafter contained, that the parties
have agreed as follows:
1. TERM
Subject to the provisions contained herein, the duration of this Agreement (the
"Term") shall be for twelve (12) months unless terminated or renewed in
accordance with the terms and provisions of this Agreement. The Agreement may
be cancelled by either Party, provided that thirty (30) days advance written
notice is given.
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2. SERVICES / SCOPE OF WORK TO BE PERFORMED
Ashley is hereby engaged by Immediatek in a business consulting capacity for
the Term of the Agreement.
Ashley agrees to provide to Immediatek, on a best-efforts basis, such services
to Immediatek so as to assist Immediatek in business development, marketing and
sales of its products and services. Without limiting the generality of the
foregoing, Ashley will also assist Immediatek in developing, studying and
evaluating new customer opportunities, strategic relationships, prepare reports
and analyses thereon when advisable, and assist in matters of corporate sales
activities pertaining thereof.
Ashley agrees to use her best efforts to perform the services required under
this Agreement.
3. REMUNERATION
Immediately upon signing this Agreement, Immediatek shall issue to Ashley the
sum of two million (2,000,000) free-trading S-8 common shares of Immediatek
(the "Shares"), said sum (the "Fee") to represent the full cost of the work
program outlined herein. The Fee shall be issued to Ashley in the form of an
unrestricted stock certificate prior to Ashley beginning work pursuant to this
Agreement.
Collectively, this Fee shall represent full and complete payment of all
professional fees, expenses and sub-contracting wages to be incurred by Ashley
in completion of her services pursuant to this Agreement.
4. GOVERNING LAW
All matters arising out of this Agreement shall be determined and decided under
the laws, regulations and rules of the State of Texas.
5. ARBITRATION
If a dispute should arise under any of the terms of this Agreement, both
parties agree to submit the matter to Binding Arbitration according to the
rules of the American Arbitration Association. In this regard, a request by
either party for arbitration shall be binding on the other. Arbitration shall
take place in the state of Texas before a one-arbitrator panel sitting in
Dallas County, Texas.
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6. HEADINGS
The headings used in this Agreement are for ease of reference only and shall
not affect the meaning or the interpretation of this Agreement.
7. NO PARTNERSHIP
Nothing in this Agreement or in the relationship of the parties hereto shall be
construed as in any sense creating a partnership among the parties or as giving
to any party any of the rights or subjecting any party to any of the creditors
of the other party.
8. NO ASSIGNMENT
Neither party hereto may assign hers or its rights or obligations under this
Agreement without the prior written consent of the other party hereto.
9. SURVIVAL
Each party hereby agrees that all representations, warranties and other
provisions contained in this Agreement shall forever survive the execution and
delivery of this Agreement.
10. SEVERABILITY
The invalidity or non-enforceability of any provision in this Agreement shall
not affect the validity or enforceability of any other provision or part of
this Agreement, and the parties hereby undertake to re-negotiate in good faith
any such invalid or unenforceable provision, with a view to concluding valid
and enforceable arrangements as nearly as possible the same as those contained
in this Agreement.
11. ENTIRE AGREEMENT
The provisions contained in this Agreement constitute the entire agreement
between the parties with respect to the subject matter and supersede all prior
communications, proposals, representations and agreements, whether oral or
written, with respect to the subject matter of this Agreement.
12. NOTICES
All notices, demands and payments under this Agreement must be in writing and
sent by certified mail, or may be delivered personally or by facsimile
transmission to the addresses as first written above.
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13. AMENDMENTS
No term or provision hereof may be amended except by an instrument in writing
signed by all of the parties to this Agreement.
14. COUNTERPARTS
This Agreement may be executed in several counterparts (including by fax), each
of which
when so executed shall be deemed to be an original and shall have the same
force and effect as an original and such counterparts together shall constitute
one and the same instrument.
15. DISCLOSURE
In consideration of the confidential nature of the business contemplated
herein, Ashley and Immediatek agree not to disclose or otherwise reveal to any
third party any information pertaining to either Ashley or Immediatek business
activities without prior written permission, except as may be required by law.
16. REGULATORY APPROVAL
This Agreement and the obligations herein may be subject to the prior approval
of the OTC-BB, NASD, SEC or other regulatory authorities. Furthermore, Ashley
acknowledges that Immediatek may be required by law to disclose to certain
securities regulatory authorities certain information with respect to the
business and the identity of Ashley and its principals. Ashley will complete,
sign and deliver all documentation required by applicable securities laws and
regulatory policies in connection with this Agreement, executed as and when
required.
IN WITNESS THEREOF, the authorized representatives of Ashley and Immediatek
indicate their acceptance of the terms and conditions of this Agreement as
outlined above as of the day and year first above written, and by affixing
their duly authorized signatures below, Ashley and Immediatek hereby agree to
the full activation of this Agreement.
ON BEHALF OF XXXXX XXXXXX: ON BEHALF OF IMMEDIATEK, INC.
(formerly known as ModernGroove
Entertainment, Inc.):
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxx
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Xxxxx Xxxxxx Name: Xxxx Xxxx
Position: Chief Executive Officer
2,000,000 Shares. Number of Shares to be issued
to Xxxxx Xxxxxx pursuant to this agreement.
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