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EXHIBIT 99.5
CONSULTING SERVICES AGREEMENT
BETWEEN
PLAYNET TECHNOLOGIES, INC..
AND
XXXX X. XXXXXXXXXX
RE: STRATEGIC AND BUSINESS PLANNING ADVISORY SERVICES
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the "Agreement")
effective as of the 18th day of June, 1997 by and between PlayNet Technologies,
Inc., a corporation organized under the laws of the state of Delaware with a
place of business at Xxx Xxxxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "PlayNet"), and Xxxx X. Xxxxxxxxxx, an individual,
with a place of business at Suite 7B, 0000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (hereinafter referred to as "Consultant").
In consideration of the promises and mutual covenants contained herein and on
the terms and conditions hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to PlayNet the following
services:
(a) To the extent reasonably required in the conduct of the business of
PlayNet, to place at the disposal of PlayNet his judgment and to provide
business development services to PlayNet, including, but not limited to:
(i) Advice and counsel with respect to business development and
marketing plans;
(ii) Assistance in the development of public relations plans and media
relations;
(iii) Advice with respect to short and long term strategic business
plans, strategic alliances and potential acquisitions and/or
joint ventures; and
(iv) Other related services deemed necessary and requested by PlayNet
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing of the
Services and for this purpose Consultant shall at all times maintain or
keep available an adequate organization of personnel or a network of
outside professionals for the performance of its obligations under this
Agreement.
2. COMPENSATION - (a) PlayNet agrees and shall compensate Consultant in
consideration of his performance of the Services hereunder by initially
delivering Two Hundred Fifty Thousand (250,000) shares of Common Stock of
PlayNet, par value $.001 per share) (the "Shares") in lieu of any cash
payment for the Services. The Shares shall be free and clear of all liens and
shall be registered by PlayNet, at its expense, with the Securities and
Exchange Commission on Form S-8 as soon as practicable after the date hereof.
Additional compensation, if any, in cash or stock, will be issued, as needed
and mutually agreed upon by both PlayNet and Consultant.
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(b) In addition to the compensation set forth in paragraph 2(a) above, the
Company agrees to reimburse Consultant for reasonable out-of-pocket
expenses actually incurred by Consultant in the performance of the
Services, including, but not limited to the purchase by Consultant of a
cellular phone and service, monthly cellular phone charges and calls,
car rental, lodging, travel expenses, meals and associated expenses. Any
individual expense item in excess of $1,000 shall be approved in advance
in writing by PlayNet.
3. TERM & TERMINATION - This Agreement shall enter into force and effect at the
date first written above and shall remain in force and effect for a period of
twelve (12) months, unless earlier terminated by either party at its or his
option upon thirty (30) days written notice.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event that PlayNet
shall submit information and/or documents to Consultant in order to permit
him to perform the Services required under this Agreement, Consultant shall
keep such information and/or documents in the strictest confidence using the
same degree of care that Consultant uses in safeguarding his own confidential
information both during and after the completion of the services under this
Agreement and for a period of ten (10) years after completion of the
Services, unless it shall receive from PlayNet the consent of PlayNet in
writing to disclose it. However, nothing herein shall be interpreted as
preventing Consultant from disclosing and/or using said information or
documents which (i) are already rightfully in the possession of Consultant
without obligation of confidence, but were not obtained directly or
indirectly from PlayNet or its affiliates; or (ii) are independently
developed by Consultant not as part of the Services rendered or called for
under the terms of this Agreement; or (iii) are or become available to the
general public without breach of this Agreement; or (iv) are rightfully
received by Consultant from a third party who is not under obligation of
confidence, but who did not obtain them directly or indirectly from PlayNet
or its affiliates; or (v) are required to be disclosed pursuant to law or
court order, or as may be authorized by PlayNet.
5. LIABILITY OF CONSULTANT - In furnishing PlayNet with the Services provided
herein, neither Consultant nor any officer, director or agent thereof shall
be liable to PlayNet or its creditors for errors of judgment or for any
matters, except for willful malfeasance, bad faith or gross negligence in the
performance of the Services or the reckless disregard of its obligations and
duties under the terms of this Agreement. It is further agreed and understood
that Consultant may rely upon information furnished to it by PlayNet which
Consultant reasonably believes to be accurate and reliable and that, except
as provided herein, Consultant shall not be accountable for any loss suffered
by PlayNet by the reason of PlayNet's action or non-action on the basis of
any advice, recommendation or approval of Consultant, its partners, officers,
directors, employees or agents, except as provided above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way creates, nor
shall this Agreement be interpreted or construed as creating, an employment,
agency,
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partnership or joint venture relationship between PlayNet and Consultant and
it is understood Consultant will be acting as an independent contractor
7. MISCELLANEOUS
a. OTHER ACTIVITIES OF CONSULTANT. PlayNet recognizes that Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies and
conduct activities similar to those of PlayNet. Consultant shall be free
to render such advice and other services and PlayNet hereby consents
thereto. Consultant shall not be required to devote its full time and
attention to the performance of the Services hereunder to PlayNet, but
shall only devote so much of its time and attention as PlayNet and
Consultant mutually deem reasonable and necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require PlayNet to
take any action contrary to its Certificate of Incorporation or By-Laws,
or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the
affairs of PlayNet.
c. This Agreement shall constitute the entire agreement between PlayNet and
Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect. No
modification or waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by both PlayNet and Consultant. This
Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
e. In the event of any litigation between the parties to declare or enforce
any provision of this Agreement, the prevailing party shall be entitle
to recover from the losing party, in addition to any other recovery and
costs, reasonable attorney's fees and costs incurred in such litigation,
in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first above written.
XXXX X. XXXXXXXXXX PLAYNET TECHNOLOGIES, INC.
By: ________________________________ By______________________________
Xxxx X. Xxxxxxxxxx Xxxxxx Xxxxx
President and
Chief Executive Officer
