Exhibit 4.2
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of June
7, 2001, between Media and Xxxxxxxxxxxxx.xxx, Inc., a Nevada
corporation (the "Company"), and Xxxxxxx Xxxxx ("Consultant"), an
individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and advise the
Company, and Consultant is willing to provide such services:
NOW, THEREFORE, in consideration of the mutual undertakings contained
herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages Consultant as an
independent contractor and not as an employee, to render consulting
services to the Company as hereinafter provided and Consultant hereby
accepts such engagement for a period commencing on June 7, 2001 and
ending on the June 7, 2002. Consultant agrees that Consultant will not
have any authority to bind or act on behalf of the Company. Consultant
shall at all times be an independent contractor hereunder, rather than
an agent, coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may engage
directly or indirectly in other businesses and ventures and shall not
be required to perform any services under this Agreement when, or for
such periods in which, the rendering of such services shall unduly
interfere with such other businesses and ventures, providing that such
undertakings do not completely preempt Consultant's availability during
the term of this Agreement. Neither Consultant nor his employees will
be considered by reason of the provisions of this Agreement or
otherwise as being an employee of the Company or as being entitled to
participate in any health insurance, medical, pension, bonus or similar
employee benefit plans sponsored by the Company for its employees.
Consultant shall report all earnings under this Agreement in the manner
appropriate to its status as an independent contractor and shall file
all necessary reports and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement, the Company
hereby engages the Consultant, and Consultant hereby accepts the
engagement, to provide advice, analysis and recommendations (the
"Services") to the Company with respect to the following:
A. Identifying prospective strategic partners and strategic alliances;
B. Corporate planning, strategy and negotiations with potential
strategic business partners and/or other general business consulting
needs as expressed by Client;
C. Business development and business advertising, including
coordinating live events;
D. Due diligence processes and capital structures and filing issues;
E. Business strategies;
F. Corporate imaging advertising including print, online and multimedia
mediums;
G. Development of business compensation policies;
H. Periodic reporting as to developments concerning the industry which
may be relevant or of interest or concern to the Client or the Client's
business;
I. Developing and managing Strategic Planning issues;
J. Providing Project Management services for various projects;
K. Assisting in the management of other outsource vendors;
L. Online content development and coordination for the Client's web
presence;
M. Provide management consulting services including: analyzing
historical operational performance, reviewing operational performance
of the Company on a monthly basis, making recommendations to enhance
the operational efficiency.
N. Consulting on alternatives to enhance operational growth of the
Company;
O. Coordinating corporate administrative activities.
During the term of this Agreement, Consultant shall render such
consulting services as the Company from time to time reasonably
requests, which services shall include but not be limited to those
rendered by Consultant to Company prior to the date hereof; provided
that:
(a) To the extent practicable such services shall be furnished only at
such time and places as are mutually satisfactory to the Company and
Consultant; and
(b) Consultant shall devote as much time as needed in performing such
services and shall not be required to perform any services hereunder
while Consultant is on vacation or suffering from an illness.
2. Compensation and Expenses. For the Services provided by the
Consultant, the Company (i) shall compensate the Consultant by
delivering to the Consultant, not later than June 7, 2001, two hundred
and ten thousand (210,000) shares of the common stock of the Company
("Common Stock") that is Freely Tradeable (as hereinafter defined).
"Freely Tradeable" means shares that may be sold at any time by the
Consultant free of any contractual or other restriction on transfer and
which have been appropriately listed or registered for such sale on all
securities markets on any shares of the Common Stock are currently so
listed or registered; and (ii) the Company shall be responsible for the
payment of the reasonable out-of-pocket costs and expenses of
Consultant incurred prior to, or on or after the date of this
Agreement, in connection with its engagement under this Agreement,
including, but not limited to, reasonable fees and disbursements of
counsel for Consultant, travel and related expenses, document
production and computer database charges. The Company shall reimburse
Consultant for such costs and expenses as they are incurred, promptly
after receipt of a request for reimbursement from Consultant.
3. Successors and Assigns. This Agreement is binding upon and inures to
the benefit of the Company and its affiliates, successors and assigns
and is binding upon and inures to the benefit of Consultant and his
successors and assigns; provided that in no event shall Consultant's
obligations to perform the Services be delegated or transferred by
Consultant without the prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof and, unless
sooner terminated in accordance with the provisions of Section 6
hereof, shall expire on June 7, 2002. However, the Agreement may be
extended by mutual written consent.
5. Termination. Either the Company or Consultant may terminate this
Agreement for material breach upon at least thirty (30) days prior
written notice specifying the nature of the breach, if such breach has
not been substantially cured within the thirty (30) day period.
6. Independent Contractor Relationship. Consultant and the Company are
independent contractors and nothing contained in this Agreement shall
be construed to place them in the relationship of partners, principal
and agent, employer/employee or joint ventures. Neither party shall
have the power or right to bind or obligate the other party, nor shall
it hold itself out as having such authority.
7. Indemnification. Company shall indemnify and hold harmless the
Consultant from and against any and all losses, damages, liabilities,
reasonable attorney's fees, court costs and expenses resulting or
arising from any third-party claims, actions, proceedings,
investigations, or litigation relating to or arising from or in
connection with this Agreement, or any act or omission by Company.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be
deemed to have been duly given (i) when delivered, if personally
delivered, (ii) when sent by facsimile transmission, when receipt
therefore has been duly received, or (iii) when mailed by United States
registered mail, return receipt requested, postage prepaid, or by
recognized overnight courier, addressed set forth in the preamble to
this Agreement or to such other address as any party may have furnished
to the other in any writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by authorized officers of each party. No
waiver by either party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall
be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to
the subject matter hereof have been made by either party which are not
set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the
internal laws of the State of Nevada. Any controversy arising under or
in relation to this Agreement shall be settled by binding arbitration
in Las Vegas, Nevada in accordance with the laws of the State of Nevada
and the rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
11. Severability. If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as to
such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability, without invalidating the
remaining provisions hereof and without affecting the validity or
enforceability of such provision in any other jurisdiction or its
application to other parties or circumstances. In addition, if any one
or more of the provisions contained in this Agreement shall for any
reason in any jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reduction it, so as to be enforceable to the
extent compatible with the applicable law of such jurisdiction as it
shall then appear.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Company and Consultant as of the date first written above.
Signature of Contractor
Name: Xxxxxxx Xxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: /s/ Xxxxxxx Xxxxx
Signature of Company
Name: Media and Xxxxxxxxxxxxx.xxx, Inc.
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: /s/ Xxxxx Xxxxxx
