Exhibit 99.1
BMII / INOV CONSULTING AGREEMENT
THIS AGREEMENT is made this 15th day of May 2003, between Xxxxxxx
Media International Inc. / Innovation Holdings (the "Company"),
having its principal place of business at 0000 Xxxxxx xx xxx Xxxxx,
Xxxxx 0000, Xxx Xxxxxxx, XX 00000 and Catalyst Capital LLC, a Nevada
Limited Liability Company, having its principal place of business at
0000 X. Xxxxxxx Xxxx., #00-000, Xxx Xxxxx, XX 00000 (the "Consultant").
WHEREAS, the Company is a publicly held company; and
WHEREAS, the Consultant has knowledge which may benefit the Company;
and
WHEREAS, the Company desires to retain the Consultant to provide
consulting services; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Duties and Involvement
The Company hereby engages Consultant to perform general management
consulting services to the Company on a part time basis.
Consultant acknowledges that it is not an officer, director, or agent
of the Company, that it is not and will not be responsible for any
management decisions on behalf of the Company and that it may not
commit the Company to any action. Consultant represents that it does
not have, through stock ownership or otherwise, the power to control
the Company or to exercise any dominating influence over its
management.
Consultant will set a new, improved and functional course for the
company.
Consultant will report all findings to the Board of Directors of BMII
with recommendations and guidelines as to the proper programs to
"fix" the issues that now plague and or hinder BMII.
Consultant shall have full disclosure of any information held within
BMII.
Term.
This Agreement shall continue from the date of this Agreement for a
eight month term. Either party may terminate this agreement by
giving the other party 30 day written notice. In the event of
termination by the Company, other than for willful misconduct by
Consultant, the fees disclosed in Section 3 of this agreement shall
not be refunded and considered earned in full by the Consultant as of
the date of this Agreement.
Fees.
The Consultant shall be paid up to $250,000 at the discretion of
INOV, which shall be issued to Xx. XxXxxx Xxxxx offering not less
then $100,000 in immediate compensation (as approved and according to
SEC guidelines). Such shares shall be deliverable immediately.
Consultant and Catalyst Capital shall be paid based on performance in
assisting The Company. Shares when issued, whether now or in the past
to consultant or its managers shall be deemed fully earned.
Other Provisions
a. The parties to this Agreement have each had the opportunity
to seek and rely upon the advice of counsel in the negotiation and
execution of this Agreement. The parties acknowledge that no tax
advice has been offered or given by either party in the course of
these negotiations, and each party is relying on the advice of its
own tax consultant with regard to any tax consequences which may
arise as a result of the execution of this Agreement. Each party
shall make all filings with and reports to applicable state and
federal taxing authorities in accordance with the advice of their
respective tax advisors. No representation or warranty, express or
implied, has been made by any party or its counsel with respect to
the tax consequences of this Agreement.
b. The parties to this Agreement agree to keep the contents
hereof confidential and not to disclose any of its provisions to
anyone except to their respective authorized agents, attorneys and
accountants. If testimony of a party is compelled by a court of
competent jurisdiction with respect to the provisions of this
Agreement, such party shall immediately give written notice to all
other parties who may enter an appearance in such court to seek
appropriate injunctive relief. In the event of any unauthorized
disclosure of the contents of this Agreement, except as herein
provided, the non-breaching parties shall have all rights and
remedies available at law and at equity to seek injunctive relief,
general damages, special damages and punitive damages as may be
appropriate.
c. If either party brings suit to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled
to recover its attorney's fees in addition to all other costs allowed
by law.
d. This Agreement shall be binding upon the successors and assigns
of each party and shall be effective as of the date first above written.
e. This Agreement contains the entire agreement among the parties
hereto, and the terms of this Agreement are contractual and not mere recitals.
f. Following the date hereof, the parties shall take such action
and execute and deliver such further documents as may be reasonably
necessary or appropriate to effectuate the intention of this Agreement.
g. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall
constitute together one and the same instrument. Facsimile
signatures are permitted if immediately followed by original
signature pages by mail.
h. It is understood between the parties that Company and Consultant
are performing hereunder as independent and sovereign parties and
that no other relationship including, but not limited to, joint
venture or partnership, exists between them and the same are
expressly disavowed and each party hereto is an independent entity
separate and distinct from the other. In addition, both parties
agree to comply with all applicable provisions of the Internal
Revenue Code and any other applicable laws, rules and regulations
relative to their respective performances hereunder. Neither party
shall be liable to the other for paying withholding taxes or the
payment of any other taxes imposed by any taxing authority.
i. Any notice, consent, approval, request, demand or other
communication required or permitted hereunder must be in writing to
be effective and shall be deemed delivered and received when: (a)
Personally delivered or if delivered by facsimile, when electronic
confirmation is actually received by the party to whom notice was
sent, or (b) If delivered by mail whether actually received or not,
at the close of business on the third (3rd) business day following a
day when placed in the United States Mail, postage prepaid, certified
or registered mail, return receipt requested, at the addresses set
forth below (or to such other address as any party shall specify by
written notice so given), and shall be deemed to have been delivered
as of the date so personally delivered or mailed. For purpose of
this Paragraph, The address of each respective party shall be as
follows:
The address of Company shall be: 0000 Xxxxxx xx xxx Xxxxx, Xxxxx
0000, Xxx Xxxxxxx, XX 00000.
The address of Consultant shall be: 0000 X. Xxxxxxx Xxxx., #00-000,
Xxx Xxxxx, XX 00000.
j. The validity, performance and construction of this Agreement
shall be governed by, and be interpreted in accordance with the laws
of the State of Nevada. Xxxxx County, Nevada shall be the only
county which shall be a proper county with respect to any litigation
involving this Agreement. Each party hereby waive their respective
rights to have any court proceeding or any other litigation filed or
tried in any county other than Xxxxx County, Nevada.
k. The Consultant and Company shall enter into a separate
Indemnification Agreement, which shall construed to be part of this
Agreement and incorporated by reference.
l. This Agreement constitutes a final written expression of all the
agreements between the parties, and is the complete and exclusive
statement of those terms. No change or modification of this Agreement
shall be valid unless the same is in writing and signed by all
parties hereto.
IN WITNESS WHEREOF, the parties hereto affix their signatures below
acknowledging the terms and conditions contained in this Agreement
the date first written above.
For the Company: For the Consultant:
XXXXXXX MEDIA INTERNATIONAL INC. CATALYST CAPITAL, LLC.
INNOVATION HOLDINGS INC.
/s/Xxxxxx Xxxxxxx Date: May 21, 2003 /s/ XxXxxx Xxxxx Date: May 21, 2003
Xxxxxx Xxxxxxx, Chairman & CEO XxXxxx Xxxxx, Co - Manager
Federal Tax Id #: 00-0000000
