CONSULTING AGREEMENT
THIS AGREEMENT is entered into July 27, 2001 by and between International
Synergy Holding Company, Ltd, Inc. a corporation organized and existing under
the laws of the State of Nevada having its principal place of business at 00000
Xxxxx Xxxxx Xxxx, Xxxxxx, XX, 00000 ("Company") and Xxx X. Xxxxxxx of 0000
Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX, 00000
WITNESSETH:
In consideration of the premises and mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. THE SERVICES
The Consultant has assured the company that they have the required skills
as listed below that will allow the Consultant to provide the services
required:
a. Assisting the company in the acquisition of motion picture properties.
b. Assisting the company in strategic planning in the area of securing the
development of broadcasting interests including a possible television
subsidiary.
c. The consultant will assist the company in arranging agreements with
financing partners..
2. WORK FOR HIRE
a. It is the intention of the parties hereto that all rights, including
without limitation copyright in any reports, surveys, marketing promotional
and collateral materials prepared by the Consultant pursuant to the terms
of this Agreement, or otherwise for Company (hereinafter "the Work") vest
in Company. The parties expressly acknowledge that the Work was specially
ordered or commissioned by Company, and further agree that it shall be
considered a "Work Made for Hire" within the meaning of the copyright laws
of the United States and that Company is entitled as author to the
copyright and all other rights therein, throughout the world, including,
but not limited to, the right to make such changes therein and such uses
thereof, as it may determine in its sole and absolute discretion.
b. If, for any reason, the Work is not considered a work made for hire under
the copyright law, then the Consultant hereby grants and assigns to
Company, its successors and assigns, all of its rights, title, and interest
to the Work, including, but not limited to. The copyright herein throughout
the world (and any renewal, extension or reversion copyright now or
hereafter provided), and all other rights therein of any nature whatsoever,
whether now known or hereafter devised, including, but not limited to the
right to make such changes therein, and such uses thereof, as Company may
determine.
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3. PROPRIETARY INFORMATION
a. For purposes of this agreement, "proprietary information" shall mean any
information relating to the business of Company or any entity in which
Company has a controlling interest and shall include (but shall not be
limited to) information encompassed in all drawings, designs, programs,
plans, formulas, proposals, marketing and sales plans, financial
information, costs, pricing information, customer information, and all
methods, concepts or ideas in or reasonably related to the business of
Company.
b. Consultant agrees to regard and preserve as confidential, all information
whether Consultant has such information in memory or in writing or other
physical form. Consultant shall not, without written authority from Company
to do so, directly or indirectly, use information for the benefit or any
other purposes, nor disclose to others. Either during the term of its
engagement hereunder or thereafter, except as required by the conditions of
consultant's engagement hereunder, any proprietary information.
c. Consultant shall not disclose any reports, recommendations, conclusions or
other results of the Services or the existence or the subject matter of
this contract without the prior written consent of Company. In Consultant's
performance hereunder, Consultant shall comply with all legal obligations
it may now or hereafter have respecting the information or other property
of any other person, firm or corporation.
d. The Consultant expressly agrees that the covenants set forth in this
Paragraph are being given to the Company in connection with the engagement
of the Consultant by the company, within the terms stated to the fullest
extent deemed reasonable and permitted in law and equity. In the event that
the foregoing limitations upon the conduct of the Consultant are beyond
those permitted by law, such limitations, both as to time and geographical
area, shall be, and be deemed to be, reduced in scope and effect to the
maximum extent permitted by law.
e. The foregoing obligations of this Paragraph shall not apply to any part of
information that (i) has been disclosed in publicly available sources of
information, (ii) is, through no fault of the Consultant, hereafter
disclosed in publicly available sources of information, (iii) is now in the
possession of Consultant without any obligation of confidentiality, or (iv)
has been or is hereafter lawfully disclosed to Consultant by any third
party, but only to the extent that the use or disclosure thereof has been
or is rightfully authorized by that third party.
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4. INJUNCTIVE RELIEF
Consultant acknowledges that the injury to Company resulting from any
violation by it or any of the covenants contained in this agreement will be
of such a character that it cannot be adequately compensated by money
damages, and, accordingly, Company may, in addition to pursuing its other
remedies, obtain an injunction from any court having jurisdiction of the
matter restricting any such violation; and no bond or other security shall
be required in connection with such injunction.
5. FEES
a. Company shall pay Consultant a consulting fee of 100,000 shares of
unrestricted stock. The company will also issue consultant 100,000 warrants
for common stock exercisable at $.50 per share.
b. The Consultant shall provide to the Company on the first day of every month
an outline as to the Services that will be performed that month. Within ten
(10) days from the end of each and every month, Consultant will provide to
Company a statement as to the work that was performed for the prior month.
c. If in reviewing the statement made by the Consultant to the Company that
are required within ten (10) days after the close of a business month,
Company determines that Consultant is not making sufficient progress in
order to compete work for which Consultant has hired within a reasonable
time, the Company will give written notice to Consultant. Consultant shall
have fifteen (15) days to complete the work required and provide further
reports to the Company.
6. BENEFITS
The Consultant, as an independent contractor, shall not be entitled to any
other benefits other than the fees provided under Paragraph 5 of this
Agreement.
7. DUTY TO REPORT INCOME
The Consultant acknowledges and agrees that it is an independent contractor
and not an employee of the company and that it is Consultant's sole
obligation to report as income all compensation received from company
pursuant to this agreement. The Consultant further agrees that the Company
shall not be obligated to pay withholding taxes, social security,
unemployment taxes, and disability insurance premiums, or similar items, in
connection with any payments made to the Consultant pursuant to the terms
of this Agreement.
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8. TERM
This Agreement shall be effective beginning as of 29 January 2001, and
shall continue for a period of one year; provided however, that either
Company or Consultant may terminated this Agreement in whole or in part at
any time upon thirty (30) days' written notice to the other party. In the
event of termination or upon expiration of this Agreement, consultant shall
return to company any and all equipment, documents or materials, and all
copies made thereof, which Consultant received from Company. For the
purposes of this Agreement, the Company shall pay any amounts provided in
Paragraph 5 hereof through the date of such termination or expiration.
9. INDEMNIFICATION
The consultant shall indemnify and save Company harmless from and against
all claims arising in favor of any person, firm or corporation on account
of personal injury or property damage in any way resulting from the
improper or illegal acts of consultant, its employees or agents. The
foregoing indemnity shall include all costs incurred by Company, including
reasonable attorneys' fees.
10. NOTICES
All notices and xxxxxxxx shall be in writing and sent first class mail to
the respective addresses of the parties set forth at the beginning of this
Agreement or to such other address as any party may designate by notice
delivered hereunder to the other party.
11. GENERAL
a. The terms and conditions of Paragraphs 3 and 4 hereof shall survive the
termination of this Agreement or completion of the Service as the case may
be.
b. Neither the Company nor Consultant shall assign this Agreement or delegate
its duties hereunder and shall not subcontract any of the Services to be
performed hereunder without the prior written consent of the other party
hereto.
c. The laws of the State of Nevada shall govern this Agreement.
d. This Agreement constitutes the entire understanding between Consultant and
Company respecting the Services described herein. The terms and conditions
of any purchase order shall have no effect upon this Agreement and shall be
used for accounting purposes only.
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e. The failure of either party to exercise its rights under this Agreement
shall not be deemed to be a waiver of such rights or a waiver of any
subsequent breach.
f. Any delay or nonperformance of any provision of this Agreement caused by
conditions beyond the reasonable control of the performing party shall not
constituted a breach a this Agreement, provided that the delayed party has
taken reasonable measures to notify the other of the delay in writing. The
delayed party's time for performance shall be deemed to be extended for a
period equal to the duration of the conditions beyond its control.
g. Company agrees not to knowingly hire or solicit Consultant's employees
during performance of this Agreement and for a period for two years after
termination of the is Agreement without Consultant's written consent.
h. If a dispute arises under this Agreement, the parties agree to first try to
resolve the dispute with the help a mutually agreed-upon mediator in
Nevada. Any cost and fees other than attorney fees associated with the
mediation shall be shared equally by the parties. If the dispute is not
resolved through mediation, the parties agree to submit the dispute to
binding arbitration in Nevada under the rules of the American Arbitration
Association. Judgement upon the award rendered by the arbitrator may be
entered in any court with jurisdiction to do so.
i. If any legal action is necessary to enforce this Agreement, the prevailing
party shall be entitled to reasonable attorney fees, costs and expenses.
j. Completed Agreement: This Agreement together with all exhibits, appendices
or other attachments, which are incorporated herein by reference, is the
sole and entire Agreement between the parties. This Agreement supersedes
all prior understandings, agreements and documentation relating to such
subject matter.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
International Synergy Holding Company, LTD.
/s/ Xxxxx Xxxxx
----------------------
President
CONSULTANT
Signature:./s/ Xxx X. Xxxxxxx
