CONSULTING AND MARKETING SERVICES AGREEMENT
THIS AGREEMENT is executed and made effective as of the 10th day of
February, 2000, between Xxxxx Xxxxx, (herein referred to as Xxxxx), and Go
Online Networks Corp. a Delaware corporation (herein, referred to as GOL).
WHEREAS, Xxxxx for purposes of this Agreement is engaged in providing
consulting and marketing services in the areas of developing, managing and
consumer electronic vendor relation services for its clients; and,
WHEREAS, GOL has expertise in developing e-Commerce businesses for the
professional and consumer market worldwide; and,
WHEREAS, GOL desires to have the services of Xxxxx made available to it on
the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, receipt of which is hereby acknowledged by each party, the
parties hereto agree as follows:
1. Consulting and Marketing Services
- Assist in the creation of a vendor relationship between GOL's
subsidiary' XxXx-xxxx.xxx and Xxxxxx Micro's Consumer Electronics division
- Assure XxXx-xxxx.xxx and its established working agreement with Cisco
Systems can, be effected with the support of lngram Micro
- Assist XxXx-xxxx.xxx merchants to select an assortment of consumer
electronics beneficial to the e-Commerce business development of the company
- Assist XxXx-xxxx.xxx's management in negotiating superior discounts for
products selected
- Assist in the drafting and dissemination of press releases through
appropriate wire services
- Xxxxx agrees to keep all information confidential derived from this
agreement until otherwise agreed upon by the parties
2. Term. The term of this Agreement shall be for the period from
February 10, 2000 to December 31, 2000. This Agreement may be extended for such
other additional periods by mutual Agreement executed in writing between the
parties.
3. Compensation. During the term hereof, and as full and adequate
payment for the services provided by Xxxxx hereunder, GOL shall pay to Xxxxx a
the following:
A. 50,000 (fifty thousand) common shares of GONT common stock
B. The company agrees to register these shares under S-8 registration rights
4. Termination. By thirty (30) days prior written notice to the other,
either GOL or Xxxxx may terminate the Agreement at any time for failure of the
other to comply with the terms and conditions. In the event of such termination,
Xxxxx shall be entitled to payment under the provisions set forth herein, for
all amounts earned at the time of the termination. Termination for failure of
the other party to perform shall not prejudice said party in any respect.
5. Indemnity. The parties agree to indemnify, defend, and hold harmless
the other, their officers, employees and agents, harmless from and against any
loss, liability, claim or demand on account of injury to or death of persons
(including employees of the indemnifying party) or damage to or loss of property
of third parties arising directly or indirectly out of acts or omissions of the
indemnifying party, their employees or agents in the performance of the services
hereunder.
6. Independent Contractor. Nothing in the Agreement shall be deemed to
constitute Xxxxx or any of Xxxxx'x employees or agents to be the agent,
representative or Xxxxx of GOL. Xxxxx shall be an independent contractor and
shall have responsibility for and control over the details and means of
performing the services hereunder and shall be subject to the directions of GOL
only with respect to the scope and general results required.
7. Further Assurances. At any time, and from time to time, each party
will execute such additional instruments and take such action as may be
reasonably requested by the other party to confirm or otherwise carry out the
intent and purposes of this Agreement.
8. Waiver. Any failure on the part of either party hereto to comply
with any of their obligations agreements, or conditions hereunder may be waived
only in writing by the party to whom such compliance is owed.
9. Governing Law. This Agreement shall be construed and governed by the
laws of the State of California.
10. Interpretation. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be valid and effective under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement. The parties acknowledge and agree
that this Agreement was a product of negotiation between the parties and no
provision or term herein shall be in any manner construed against either party
as the drafter thereof.
11. Counterparts, Telefacsimile. This Agreement may be executed in
counterparts, and each counterpart or set thereof shall be deemed to be a
duplicate original. Executed copies of this Agreement may be delivered by
telefacsimile, and delivery of a duplicate original and sufficient delivery to
result in entry to this Agreement by the transmitting party, provided however,
that within ten (10) days thereunder a signed duplicate original shall be
forwarded to the party to whom a telefacsimile copy was forwarded.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
GO ONLINE NETWORKS CORPORATION XXXXX XXXXX
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx
Xxxxxx X. Xxxxxxxx Xxxxx Xxxxx
Chairman/CEO
