CONTRACT FOR SERVICE
This
AGREEMENT is made and entered into as of July 1, 2010 by and between TechMedia
Advertising, Inc. (“TechMedia ” or the “Company”), having its
principle office at 00 Xxxxx Xxxxx Xxxxxx #00-00, Xxxxxxxxx 000000 and Xx.
Xxxxxx Xxxx, (hereinafter called “Consultant”), an individual having his
principal place of business at 0000X Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xx
00000.
Preliminary
Statement
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1.
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TechMedia
Advertising, Inc. proposes to use the service of Consultant and/or his
firm, Emerging Growth Research, LLC for such activities as mutually agreed
to between the parties.
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2.
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Consultant,
by reason of knowledge, education, and/or experience, is capable of
rendering and does desire to render the services as described in paragraph
1 below;
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Terms
and Conditions
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1.
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Services to be
Rendered
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Consultant
shall render to TechMedia, a professional investor and public relations services
and advice of such nature, for such purposes, and at such times as are mutually
agreed upon by the parties. The Statement of Work for Consultant’s
services is listed in the below paragraphs and is made a part of this
Agreement. Consultant shall not modify any provisions of this
Agreement without prior written consent of the Company.
Consultant
shall render all services as an independent contractor and shall not be
considered an employee of the Company for any purpose. Any and all
insurance that Consultant may desire shall be obtained and provided by
Consultant without cost or other obligation to the Company.
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2.
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Term
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The
consulting services provided under this Agreement shall be performed, when
required by TechMedia, during the period from July 1, 2010 to on or about
December 31, 2010. This may be extended for additional 180-day
periods, if agreed upon by both parties in writing thirty (30) days prior to the
expiration of the initial term.
0000X
Xxxxxx Xxxxx Xxxxx 000, Xxxxxxxx, XX 00000
Tel:
(000) 000-0000 / Email: xxx@xxxxxxxxxxxxx.xxx
The
Company has the option to cancel this contract at its discretion if management
believes consultant is not meeting the requirements outlined. If
management exercises this option, additional payment of shares will be forfeited
by consultant.
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3.
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Program
Costs
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Costs
pertaining to the above outlined items are outlined above.
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4.
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Compensation
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The
standard, required cash based component for implementation of the program shall
be forgone by Consultant in return for stock based compensation
only. The stock component for implementation of the program is
200,000 restricted shares. The first 100,000 shares to be delivered to the
Consultant within a reasonable time frame upon signing this Agreement and the
remaining 100,000 shares 3 months thereafter.
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5.
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Notices
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All
notices required or permitted pursuant to this Agreement shall be deemed given
if and when personally delivered in writing to the party or its designated agent
or representative, or if and when mailed by United States Mail, registered or
certified mail, return receipt request, postage prepaid, and properly
addressed. All notices shall be addressed:
To:
TechMedia Advertising, Inc. at 00 Xxxxx Xxxxx Xxxxxx #00-00, Xxxxxxxxx
000000
Attention: Xx.
Xxxxxx Xxxx
To
Consultant: 0000X Xxxxxx Xxxxx Xxxxx 000, Xxxxxxxx, Xx
00000
Attention: Xxxxxx
Xxxx
Each
party may specify a different address for receipt of such notices by giving the
other party at least fifteen (15) days written notice thereof.
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6.
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Indemnification
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Consultant
shall defend, indemnify and hold harmless TechMedia, its officers, employees,
and agents, from any and all damage, losses, obligations, liabilities, claims
deficiencies, costs, and expenses of every nature and kind incurred by the
Company that are in whole or in part cause by or alleged to be caused by acts or
omissions of Consultant, its officers, employees, agents, subcontractors, and
lower-tier subcontractors arising out of or relation to Consultant’s work under
this Agreement.
Emerging Growth Research,
LLC
San
Francisco, CA
- 2
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7.
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Laws and
Regulations
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Consultant
shall comply with all applicable federal, state, and local laws and regulations
and all applicable orders and regulations of the executive and other
departments, agencies, and instrumentalities of the United
States. Consultant shall further comply with TechMedia’s policies
that may be in effect during the term of the Agreement and which are
incorporated by reference as though fully set forth
herein. Consultant shall indemnify the Company in accordance with
paragraph 6 for any and all damages, losses, obligations, liabilities, claims,
deficiencies, costs, and expenses that may result from Consultant’s breach of
this paragraph.
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8.
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Applicable
Taxes
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All taxes
applicable to any amounts paid by the Company to the Consultant under this
Agreement will be the Consultant’s liability and the Company shall not withhold
nor pay any amounts for federal, state, or municipal income tax, social
security, unemployment or worker’s compensation.
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9.
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Confidential and
Proprietary Information
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Consultant
may not use non-public, confidential, proprietary, or trade secret information
obtained from or furnished by TechMedia for any purpose other than providing
services required under this Agreement. Consultant will not
duplicate, disclose, or divulge such information without the express prior
written consent of the Company. Information need not be marked to be
considered non-public, confidential, proprietary, or trade secret
information.
Consultant
agrees to take reasonable steps to prevent the unauthorized disclosure of such
information, including but not limited to initiating and pursuing court
proceedings seeking to prevent unauthorized disclosure by Consultant’s officers,
employees, agents, subcontractors, or lower-tier
subcontractors. Consultant shall return to the Company all documents
comprising, reflecting, or relating to such non-pubic, confidential,
proprietary, or trade secret information, including any such documents developed
or prepared by Consultant, promptly upon completion of services required under
the Purchase Order or termination of this Agreement, whichever is
earlier.
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10.
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Data and
Copyrights
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All data
developed, prepared, or originated by Consultant in the performance of services
under this Agreement and all data delivered to TechMedia in connection with the
performance of services under this Agreement shall be the exclusive property of
the Company. TechMedia shall own all copyrights for such data and
have the unlimited right to use, reproduce, disclose, publish, translate, or
deliver such data in any manner whatsoever and to authorize others to do so
without any additional compensation due from the Company. Consultant
shall not include among data delivered to the Company any data that is or will
be copyrighted unless Consultant provides TechMedia with the written permission
of the copyright holder for the Company to use such data in the manners provided
in this Agreement without any additional compensation due from which it may be
recorded. Data includes but is not limited to technical data,
computer software, writings, designs, specifications, sound recording, video
recordings, pictorial reproductions, drawings or other graphic representations,
and works of any similar nature.
Emerging Growth Research,
LLC
San
Francisco, CA
- 3
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Consultant
hereby grants the Company full and exclusive right, title, and interest
throughout the world in all inventions, improvement, or discoveries conceived or
made in the performance of services under this Agreement. Consultant
shall promptly furnish and provide the Company with complete information in this
regard and shall execute all documents, including assignments in the form
specified by TechMedia .
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11.
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Conflict of
Interest
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Consultant
represents that it has not been engaged or employed by another company to
perform services in connection with or relation to the same requirements that
are the subject matter of the prime contract. If Consultant has had
access to any non-public, confidential, proprietary, or trade secret information
obtained from or furnished by TechMedia with respect to the subject matter of
the prime contract, Consultant shall not accept employment with or by any
competitor of TechMedia with respect to the subject matter of the
prime contract without obtaining written authorization of the Company in
advance.
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12.
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Disagreements
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Except
for disagreements or disputes relating to paragraphs 9, 11 and 13 of this
Agreement, the Parties shall attempt to resolve all disagreements or disputes
relating to the subject matter of this Agreement informally. If
Consultant disagrees with a determination made by TechMedia with respect to a
dispute subject to this paragraph, Consultant shall reduce its disagreement to
writing and forward the writing to the Company within fifteen (15) days of
TechMedia ’s determination. In the absence of such notice by
Consultant, the Company’s determination shall be final and
conclusive. If Consultant submits such a notice, the Company will
have fifteen (15) days to affirm or reconsider its original
determination. No court or other action may be initiated relating to
a dispute subject to this paragraph unless and until this informal dispute
resolution process has been completed.
Pending a
final resolution of any dispute relating to the subject matter of this
Agreement, Consultant shall diligently proceed with the performance of this
Agreement until the Company directs Consultant not to perform.
Emerging Growth Research,
LLC
San
Francisco, CA
- 4
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13.
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Specific
Performance
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Consultant
acknowledges that a violation of the requirement of paragraphs 9 or 11 of this
Agreement would cause irreparable harm and damage to TechMedia, and that the
monetary amount of such damages would be impossible to
ascertain. Accordingly, Consultant agrees that the Company is
entitled to specific enforcement of such requirements and TechMedia is entitled
to obtain an injunction from any court of competent jurisdiction enjoining and
restraining violations of paragraphs 9 or 11. These remedies are in
addition to and cumulative with other remedies and damages available to the
Company. Items subject to this paragraph are not subject to the
informal resolution requirements in paragraph 12 of this Agreement.
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14.
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Headings
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The
heading included herein are inserted only for convenience and reference and in
no way define, limit, or describe the scope of this Agreement of the intent of
any of its provisions.
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15.
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Applicable
Law
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This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, U.S.A.
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16.
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Entire
Agreement
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This
Agreement supersedes all written or oral agreements, if any, and represents the
entire Agreement between the parties. This Agreement may be modified
only by the express written consent of both the Company and
Consultant.
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17.
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Severability
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If any
provision of this Agreement shall be determined to be illegal, invalid, or
unenforceable, the remaining provisions shall remain in full force and
effect.
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18.
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Survival
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The
provisions of paragraphs 6, 9, 10, 11, and 12 shall survive completion or
termination of this Agreement.
Emerging Growth Research,
LLC
San
Francisco, CA
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19.
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Execution of
Agreement
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
| TechMedia Advertising, Inc. | ||
| Signature: |
/s/ Xxxxxx Xxxx Xxxx
Xxxx
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| By: |
Xxxxxx Xxxx Xxxx
Xxxx
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| Title: |
President and
Director
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| Date: |
July 1,
2010
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| CONSULTANT | ||
| Signature: |
/s/ Xxxxxx
Xxxx
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| By: |
Xxxxxx
Xxxx
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| Date: |
July 1,
0000
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Xxxxxxxx Xxxxxx Xxxxxxxx,
XXX
Xxx
Xxxxxxxxx, XX
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