4.1.4
CONSULTING AGREEMENT BETWEEN ZKID NETWORK CO.AND XXXXX XXXXXX.
THIS CONSULTING AGREEMENT "(Agreement") is made and entered into and between
Xxxxx Xxxxxx (" the CONSULTANT") and ZKid Network Co with offices at 000 Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 as of this 16th day of June, 2005.
WHEREAS, the Company requires and will continue to require consulting services
relating to music, entertainment, fashion, and marketing to the multicultural
and ethnic groups, that (" the Consultant") works with on a daily basis and
WHEREAS, the consultant is qualified to provide the Company with the
aforementioned consulting services and desires to perform such services for the
Company and
WHEREAS, the Company wishes to induce the consultant to provide these consulting
services to the Company and wishes to contract the Consultant regarding the same
believing it to be in it's best interest.
NOW, THEREFORE, in consideration of the mutual promises made by each party in
this Agreement, the Company and Consultant agree as follows.
1) Consulting Services:
a) The company hereby engages consultant as a consultant to the Company,
and Consultant hereby agrees to accept such engagement upon the terms
and conditions set forth in this agreement. During the term of this
Agreement, Consultant shall: 1) advise and assist the Company on
matters of entertainment, music, and fashion, 2) and assisting the
Company as a liaison to the on matters of African American culture,
taste, and diversity, and 3) help the Company in marketing it's
product to the African American Community.
b) In performance of it's duties under this Agreement, Consultant shall
report and be responsible only to the President and or CEO of the
Company who will monitor the Consultants work.
c) In the performance of it's duties under this agreement, Consultant
agrees that he will not:
i. Negotiate or enter into any oral or written contract,
agreement, or arrangement on behalf of, or in the name of,
the Company, or otherwise bind the Company, without the
prior written consent of the President and/or CEO of the
Company or other designated representative;
ii. Engage in any conduct, or cause the Company to engage in any
conduct, which would result in the Company's breach or
violation of any agreement, law, ordinance, or regulation.
iii. Sign any checks on behalf of, or authorize any payments by,
the Company, unless Consultant has received prior approval
from the President and/or CEO of the Company or other duly
designated representative; So long as such work is
consistent with this Agreement, Consultant is free to
perform work on behalf of entities other than the Company,
but shall devote sufficient time to performance of his
duties under this agreement as shall be reasonably necessary
for it to effectively perform those duties and protect the
interests of the Company.
2) Term: The term of Consultant's retention and engagement under this agreement
shall begin on the effective date hereof and shall end on June, 16,2006.
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3) Compensation: In consideration of all services to be performed by the
Consultant under this agreement, the Company agrees to pay Consultant a fee of 2
million shares of freely tradable /unrestricted shares of ZKID Network Co stock
(ZKID OTC BB). This fee is to be paid /issued upon execution of this Agreement.
4) Payment of Taxes: Consultant shall be responsible fro payment of all taxes
arising from Consultants engagement under this Agreement, including federal and
state income taxes and any applicable Social Security (FICA) and /or
self-employment taxes. The Company will not pay any unemployment compensation or
workers compensation taxes or premiums on behalf of consultant.
5) Expenses. The Company shall not be responsible for any out of pocket
expenses, other than those mutually agreed upon.
6) Termination of Agreement: This Agreement shall terminate, and all obligations
of the parties hereunder shall end, upon the occurrence of any of the following:
A. A written agreement signed by Consultant and the President and/or CEO
or other designated representative of the company, agreeing to
terminate this Agreement.
B. If consultant A) is unwilling to perform his duties or obligations
pursuant to this Agreement or otherwise violates the Agreement, B)
commits any dishonest, fraudulent or grossly negligent act in his
capacity as a consultant to the company or, C) in bad faith acts in a
manner materially inconsistent with the best interests of the Company.
C. Consultant fails to perform as mutually agreed herein and Company
outlines, in writing, consultant's nonperformance as being a specific
cause for termination for the Agreement:
7) Death or Incapacity: If consultant is unable to perform it's duties and
responsibilities hereunder on a full-time basis for more than (30) days during
the period of the Consulting Agreement, Company shall have the right to
terminate the Agreement.
8) Independent Contractor: It is understood that while this Agreement is in
effect, Consultant is an independent contractor and not an employee of the
Company, and that this Agreement is not an employment agreement. Consultant
shall not be deemed an employee, agent, partner or joint venture of the company
and the Company shall not exercise any control or supervision with respect to
his services, except to the extent that the Company. May provide specifications,
descriptions, time schedules and goals for projects and exercise the right to
evaluate Consultant's work product provided under the Agreement.
9) Non-Disclosure: Consultant acknowledges that in the course of the term of
this Agreement, Consultant will have access to confidential information of the
Company. Accordingly, Consultant agrees that it will not at any time, without
the express prior consent of the President and or CEO of the Company.
A. Disclose, directly or indirectly, any confidential information to
anyone outside the employ of the Company, except as may be reasonably
necessary or appropriate in connection with the performance of its
duties under this Agreement; or
B. Use, directly or indirectly, any confidential information for the
benefit of anyone other than the Company.
10) Indemnification: The Company shall indemnify Consultant from any and all
liability, expenses, and costs resulting, directly or indirectly, from any
noncompliance or breach of the terms of the Agreement by the Company.
Additionally, The Consultant shall indemnify the Company from any and all
liability, expenses and costs resulting, directly or indirectly, from any
non-compliance or breach of the terms of this Agreement by the Consultant
11) Compliance with Securities Laws: The Company understands that any and all
compensation outlined in Section 3 of this Agreement shall be paid solely and
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exclusively as consideration for the aforementioned consulting efforts made by
Consultant on behalf of the Company as an independent contractor. Consultant is
a natural person.
12) Miscellaneous:
a. This Agreement constitutes the entire agreement of Consultant and the
company with respect to the subject matter of this Agreement and supersedes all
prior oral or written agreements between the parties in their entirety, and may
not be modifies or amended in any way except in writing by the parties to this
Agreement.
b. The terms of this Agreement shall be governed and construed according to
the laws of the state of Illinois without regard to that state's principles
regarding choice of law.
c. If any part or parts of this Agreement are invalid or unenforceable for
any reason, the remaining parts shall nevertheless be valid and enforceable.
d. Any party's failure to enforce any of the provisions of this Agreement
shall not be construed to be a waiver of such provision or of the right of that
party to enforce that provision at any time thereafter. No waiver of any breach
of this Agreement shall be effective unless it is in writing.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxx
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ZKID NETWORK CO. Xxxxx Xxxxxx
By: CEO
Date: 6-16-05 Date: 6-16-05
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