CONSULTING AGREEMENT
AGREEMENT made March 30, 2000, between eContent Inc., a
corporation organized and existing under the laws of the State of Delaware with
its principal place of business at 000 X. Xxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxxx,
Xxxxxxx ("Client"), and M. Xxxxxx Xxxxx, 00000 Xxxxxxx Xxxxxxx, Xxxx Xxxxx, XX
(Consultants)
RECITALS
1. Client is a vertically integrated e-Commerce marketing Company and in
the conduct of such business desires to have financial advisory services
performed for Client by Consultant.
2. Consultant agrees to perform these services for Client under the terms
and conditions set forth in this agreement.
In consideration of the mutual promises set forth herein, and intending
to be legally bound, it is agreed by and between Client and Consultant as
follows:
SECTION ONE
NATURE OF WORK
Consultant will perform consulting and advisory services on behalf of
the Client
with respect to all matters relating to employee benefit programs, employee
stock ownership plans, option plans, 401K plans, bonus plans, banking methods
and systems. In addition the Consultant will assist the company in setting up
and implementing proper software programs for each of the above mentioned plans.
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SECTION TWO
TIME DEVOTED TO WORK
In the performance of this Agreement, the services and the hours
Consultant is to work on any given day will be entirely with Consultant's
control and Client will rely upon Consultant to put in such number of hours as
is reasonably necessary to fulfill the spirit and purpose of this Agreement.
SECTION THREE
COMPENSATION
Consultant will receive as compensation for services hereunder, a grant
of 100,000 shares of the Company's common stock("Common Stock") upon execution
of said consulting agreement. The Company shall also file a registration
statement on Form S-8 on or before April 5, 2000, allowing the shares to be
issued unrestricted.
SECTION FOUR
DURATION
This agreement shall be considered as a firm commitment on the part of
the parties hereto for a period of twelve (12) months commencing . This
agreement may be extended by mutual agreement of the parties in writing.
SECTION FIVE
STATUS OF CONSULTANT
This agreement calls for the performance of the services of the
Consultant as an Independent contractor and Consultant and his employees will
not be considered employees of Client for any purpose.
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SECTION SIX
MISCELLANEOUS
6.1 Indemnification. Each party shall indemnify and hold the other
party and such party and such party's officers, directors, employees, agents and
professionals employed by such party harmless from and against any and all
liabilities, damages, expenses, investigative costs, other costs and losses
(including attorneys' fees and court costs) incurred by such party and such
party's officers, directors, employees and agents arising out of or in
connection with allegations, claims, counterclaims, demands, charges, or
violations of federal or state securities or self-regulatory agency laws, rules,
or regulations, or any other state or federal statutory or common law,
negligence or breach of contract, whether in a civil, criminal, administrative,
or other proceeding, arbitration, mediation, investigation or otherwise,
attributable in whole or, to the extent responsible, in part, to any breach of
this Agreement or the actions, past, present or future, of such party.
6.2 Consultant agrees not to be employed by or have any interest
(except as a shareholder of a public corporation) in any entity which competes
with Client.
6.3 Waiver. No term or provision of this Agreement shall be deemed
waived and no breach excused, unless such a waiver or consent shall be in
writing and signed by a duly authorized representative of the party claimed to
have waived or consented. Any consent by any party to, or waiver of, a breach by
the other party, whether expressed or implied, shall not constitute consent to,
waiver of or excuse for any different or subsequent breach.
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6.4 Assignment. This agreement shall be binding upon and inure to the
benefit of the parties under this Agreement and shall not, however, be assigned
or delegated, by operation of law or otherwise, without the prior written
consent of the other party. This shall not preclude the merger, consolidation or
sale of substantially all of the assets of Client or Consultant with or to
another corporation, nor require the prior consent of Client or Consultant to
such a transaction, nor shall it preclude the assignment of Consultant's rights
to receive any fees under this Agreement. No person other than Client and
Consultant shall have any rights or be entitled to any benefit whatsoever under
any term or condition of this Agreement.
6.5 Each party shall notify the other immediately if it becomes
insolvent, becomes the subject of a petition in Bankruptcy Court or makes an
assignment for benefit of creditors.
6.6 Notices. All notices and communications under this Agreement shall
be sufficient if sent by United States first class, prepaid mail return receipt
requested, hand delivered or telecopied to the parties' respective addresses as
follows:
If to Client: If to Consultant:
eContent Inc. M. Xxxxxx Xxxxx.
000 X. Xxxxxxxxx Xxxxx 000 33966 Crystal Lantern
Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Xxxx Xxxxx, XX 00000
Either party may change its address by giving the other party five (5)
days prior notice in writing of the new address.
6.7 Modification and Headings. No modification or amendment to this
Agreement shall be valid unless in writing, signed by duly authorized
representatives of each party. Titles or headings of paragraphs are for
convenience only and have no legal significance.
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6.8 Severability. The invalidity of any paragraph or subparagraph
hereof shall not affect the validity of any other paragraph or subparagraph. If
any one or more of the provisions contained in this Agreement shall be held to
be excessively broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law.
6.9 Governing Law. The validity of this Agreement, and the terms
hereof, and all the duties, obligations, and rights arising herefrom, shall be
governed by and interpreted in accordance with the laws and decisions of the
Commonwealth of Delaware.
6.10 Entire Agreement. This agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written agreements, negotiations, representation and proposals, written or
oral, relating to such subject matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
eContent Inc.
By:/s/ Xxxx Sgarlet
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Xxxx Sgarlet
/s/ M. Xxxxxx Xxxxx
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M. Xxxxxx Xxxxx
