Exhibit 10.13
CONSULTING AND COMPENSATION AGREEMENT
This Agreement is entered into effective as of January 1, 1997, by and
between PARADISE MUSIC & ENTERTAINMENT, INC. (the "Company") and Xxxxxx X.
Xxxxxxx (the "Consultant").
WHEREAS, over the past six months the Consultant has provided various
services to the Company and the Company desires to retain the ability to
contract for the services of the Consultant in the future and the Consultant is
willing to make such services available subject to his other commitments.
NOW, THEREFORE, in consideration of the mutual convenants and conditions
hereafter set forth, the Company and the Consultant agree as follows:
1. ENGAGEMENT OF AVAILABILITY. The Company wishes to be able to call
upon the Consultant and the Consultant has agreed to be called upon by the
Company subject to his availability over the next 18 months upon the terms and
conditions set forth in the following paragraphs.
2. ENGAGEMENT PERIOD. The Company wishes to be in a position to engage
the Consultant during the period from January 1, 1997 through July 1, 1998 (the
"Term").
3. SERVICES. The Consultant will primarily aid and assist the Company
with respect to financial matters and corporate strategy, in addition to his
regular duties as a director of the Company.
4. OBLIGATIONS. The Consultant agrees that during the Term, he will
diligently endeavor to assist the Company subject to his other commitments, and
that he will attempt to devote time and attention to the affairs of the Company
on an as needed basis; provided, however, that this Agreement shall not restrict
the Consultant from engaging, directly or indirectly, in any other business or
activity.
5. COMPENSATION. The Consultant shall receive compensation as agreed
from time to time with the Company for any such services. In addition, for
making himself available during such period, consultant shall receive a payment
of $90,000 on July 1, 1998. Finally, the Consultant may introduce potential
acquisitions to the Company and may assist the Company, at the Company's
request, in an advisory capacity on other acquisitions being considered by the
Company. For such services, the Consultant shall be paid such additional
compensation as the Company may determine, it being understood and agreed that
such compensation must be approved by a majority of the directors of the company
other than the Consultant.
6. PARTIES IN INTEREST. This agreement shall be binding upon, and shall
inure to the benefit of the Company and its successors and assigns and any
person acquiring, whether by merger, consolidation, liquidation, purchase of
assets or otherwise, all or substantially all of the Company's equity, assets
and/or business.
7. CHOICE OF LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and prosecuted under and pursuant to
the laws of the State of New York and that in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with, or by
reason of this agreement, the laws of the State of New York shall be applicable
and shall govern to the exclusion of the law of any other forum, without regard
to the jurisdiction in which any action or special proceeding may be instituted.
In the event of any dispute, the prevailing party shall be entitled to recover
legal fees and related expenses if such party receives any judgement against the
Company related hereto.
8. SEVERANCE OF INVALID PROVISIONS. In case any one or more of the
provisions, or provisions, or portions thereof, of this Agreement should be
determined to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
9. INTEGRATED AGREEMENT. This Agreement shall constitute the entire
Agreement between the parties hereto relating to the Engagement of the
Consultant as a Consultant.
10. NOTICES. all notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed to have been given upon
delivery personally or upon mailing by certified mail, return receipt requested,
to each party at the address set forth below, or at such other address as each
party may designate in writing to the other:
If to the Company:
Paradise Music & Entertainment, Inc.
000 Xxxx 0xx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Consultant:
Xxxxxx X. Xxxxxxx
c/x Xxxxxx Oil Corporation
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
11. INDEPENDENT CONTRACTOR RELATIONSHIP. the Consultant shall serve as an
independent contractor to the Company pursuant to the terms and conditions of
this Agreement and this Agreement does not create and shall not be construed to
create a relationship of principal and agent, joint venturers, co-partners,
employer and employee, master and servant or any similar relationship between
the company and the consultant, and the parties hereto expressly deny the
existence of any such relationship.
12. COUNTERPARTS; FACSIMILE SIGNATURE. (a) This Agreement may be
executed by the parties hereto individually or in any combination, in one or
more counterparts, each of which shall be an original and all of which shall
together constitute one and the same agreement.
(b) Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be as effective as delivery of a manually executed
counterpart of this Agreement.
IN WITNESS WHEREOF, the Consultant and the Company have each caused
this Agreement to be duly executed as of the date first above written.
PARADISE MUSIC & ENTERTAINMENT, INC.
By: ________________________________________
Name:
Title:
_____________________________________________
Xxxxxx X. Xxxxxxx
