Exhibit 10.7
INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as 23rd JUNE 2003, by and
between 20/20 Networks, Inc. hereinafter referred to as "Client", with its
principal place of business at 00000 Xxxxxxx Xxxx, Xxxxx 000,Xxx Xxxxxxx, XX
00000 and Xxxxx XxXxx with his place of business at 0000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxx 00000, hereinafter referred to as "Consultant".
RECITALS
A. WHEREAS, Client is a public company trading on the OTC:BB under the symbol
"TWBD"
B WHEREAS, the Consultant is contracted as to all aspects of the Corporate
Imaging to help increase marketing and advertising awareness, heighten brand
awareness, differentiate products/services and to gain national recognition of
the corporate name. C. WHEREAS, the Company wishes to engage the Consultant on a
nonexclusive basis as an independent contractor to the Company. D.WHEREAS, the
Consultant is willing to be so retained on the terms and conditions as set forth
in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1.Engagement. The Company hereby retains and engages Consultant to perform the
following consulting services (the "Consulting Services");
1.1 Duties of Consultant. The Consultant will provide such services and advice
to the Company so as to assist the Company with matters relating to the
Telecommunications industry.
1.2.Duties Expressly Excluded. This Agreement expressly excludes the Consultant
from providing any and all capital formation and/or public relation services to
the Company including direct or indirect promotion of the Company's securities;
and/or assistance in making of a market in the Company's securities
2. Consideration. Client and Consultant agree that Consultant receive from the
Client a fee of One Hundred Fifty Thousand (150,000) shares of Clients common
stock, delivered in advance, as consideration for the services rendered or to be
rendered pursuant to this Agreement Such shares are to be qualified by the
company under an S-8 registration as soon as practical.
3.Term. This Agreement shall be effective for a term of twelve (12) months
starting from the date first written above unless sooner terminated upon mutual
written agreement of the parties hereto.
4. Expenses. Consultant shall bear his out-of-pocket costs and expenses incident
to performing the Consulting Services, without a right of reimbursement from the
Company unless such expenses are pre-approved by the Company.
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5.Consultant's Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultant's breach of any terms
of this Agreement, the Consultant shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor of the Company, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder. Except in those cases where the gross negligence or willful
misconduct of the Consultant or the breach by the Consultant of any terms of
this Agreement is alleged and proven, the Company agrees to defend, indemnify,
and hold the Consultant harmless from and against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in the defense
of the Consultant) which may in any way result from services rendered by the
Consultant pursuant to or in any connection with this Agreement. This
indemnification expressly excludes any and all damages as a result of any
actions or statements, on behalf of the Company, made by the Consultant without
the prior approval or authorization of the Company.
6. Company's Liability. The Consultant agrees to defend, indemnify, and hold the
Company harmless from an against any and all reasonable costs, expenses and
liability (including reasonable attorney's fees paid in defense of the Company)
which may in any way result pursuant to its gross negligence or willful
misconduct or in any connection with any actions taken or statements made, on
behalf of the Company, without the prior approval or authorization of the
Company or which are otherwise in violation of applicable law.
a. Consultant's activities and operations fully comply with now and will comply
with in the future all applicable state and federal securities laws and
regulations;
b. Consultant understands that, as a result of its services, it may come to
possess material non-public information about the Company, and that it has
implemented internal control procedures designed to reasonably to insure that it
and none of its employees, agents, Consultant or affiliates, trade in the
securities of client companies while in possession of material non-public
information;
c. Provided, however, that the divulging of information shall not be a breach of
this Agreement to the extent that such information was (i) previously known by
the party to which it is divulged, (ii) already in the public domain, all
through no fault of the Consultant, or (iii) required to be disclosed by
Consultant pursuant to judicial or governmental order.
The Consultant shall also treat all information pertaining to the affairs of the
Company's suppliers and customers and prospective customers and suppliers as
confidential trade secrets of such customers and suppliers and prospective
customers and suppliers, and:
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d. Consultant agrees to notify the Company immediately if, at any time, any of
the representations and warranties made by the Consultant herein are no longer
true and correct or if a breach of any of the representations and warranties
made by the Consultant herein occurs,
7. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject matter hereof. This Agreement
shall not be modified except by written instrument duly executed by each of the
parties hereto.
8.Waiver. No waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute a waiver of any other provisions, nor shall any waiver
constitute a continuing wavier. No waiver shall be binding unless executed in
writing by the party making the waiver.
9. Assignment and Binding Effect. This Agreement and the rights hereunder may
not be assigned by the parties (except by operation of law or merger) and shall
be binding upon and inure to the benefit of the parties and their respective
successors, assigns and legal representatives.
10. Notices. Any notice or other communication between the parties hereto shall
be sufficiently given if sent by certified or registered mail, postage prepaid,
or faxed and confirmed at the following locations:
Company: 00000 Xxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Consultant: 0000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.
11. Severability. Every provision of this Agreement is intended to be severable.
If any term or provision hereof is deemed unlawful or invalid for any reason
whatsoever, such unlawfulness or invalidity shall not affect the validity of
this Agreement.
12. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of Nevada, without giving effect to conflicts of laws.
13.Headings. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.
14. Further Acts. Each party agrees to perform any further acts and execute and
deliver any further documents that may be reasonably necessary to carry out the
provisions and intent of this Agreement.
15. Acknowledgment Concerning Counsel. Each party acknowledges that it had the
opportunity to employ separate and independent counsel of its own choosing in
connection with this Agreement.
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16. Independent Contractor Status. There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The parties
have no authority to bind the other or incur any obligations on their behalf.
17. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. IN WITNESS WHEREOF, the
parties hereto duly execute this Agreement as of the date first written above.
BY: /s/ Xxxxx XxXxx
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Xxxxx XxXxx "the Consultant"
BY: /s/ Xxxxxx Xxxxxxxxx
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20/20 Networks, Inc. "the Client"
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