Exhibit 10.6 Consulting Agreement between Global Media Group, Inc. and
Xxxxxxx Xxxxxxx
GLOBAL MEDIA GROUP
CONSULTING AGREEMENT
This Consulting Agreement is entered into on May 1, 2006, between Global Media
Group, Inc. (GMG), headquartered at 000 Xxx Xxxxx Xxxxxx Xxxx., Xxxxxxxx, XX
00000, and Xxxxxxx Xxxxxxx ("Consultant"), located at 000 Xxxxxxxx Xxxx, Xxx
Xxxxx, XX 00000 who together, ("The Parties") in consideration of the mutual
promises made herein, agree as follows:
1. ARTICLE 1. ENGAGEMENT
(a) Section 1.01 - Term
GMG engages Consultant and Consultant hereby accepts engagement with GMG for a
period of one year beginning on the above date. Following the end of the term,
the agreement can be extended or modified, on a month-to-month, or some other
basis, with the mutual agreement of The Parties.
(b) Section 1.02 - Independent Contractor
Consultant is an independent contractor and is not an agent or employee of, and
has no authority to bind, GMG by contract or otherwise. Consultant will perform
the services under the general direction of GMG, but Consultant will determine,
in Consultant's sole discretion, the manner and means by which the Services are
accomplished, subject to the requirement that Consultant shall at all times
comply with applicable law. GMG has no right or authority to control the manner
or means by which the services are accomplished.
Section 1.03 - Employment Taxes and Benefits.
Consultant will report as self-employment income all compensation received by
Consultant pursuant to this Agreement. Consultant will indemnify GMG and hold it
harmless from and against all claims, damages, losses and expenses, including
reasonable fees and expenses of attorneys and other professionals, relating to
any obligation imposed by law on GMG to pay any withholding taxes, social
security, unemployment or disability insurance, or similar items in connection
with compensation received by Consultant pursuant to this Agreement. Consultant
will not be entitled to receive any vacation or illness payments, or to
participate in any plans, arrangements, or distributions by GMG pertaining to
any bonus, stock option, profit sharing, insurance or similar benefits for GMG's
employees.
2. ARTICLE 2. CONSULTANT'S DUTIES
(a)
(b) Section 2.01 - General Description
Consultant is hired by GMG to provide consulting services in the areas of
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corporate finance. Responsibilities are outlined in Appendix A. All legal
documentation will be reviewed if not originated by GMG's in-house legal
department or outside counsel.
Section 2.02 - Other Engagements
Consultant may engage in any other professional activity, provided that it does
not interfere or directly compete in any way with the performance of
Consultant's duties under the agreement. It is understood and acknowledged that
Consultant is actively involved in the business of investment securities.
(c) Section 2.04 - Indemnification for Negligence or Misconduct
Consultant will indemnify GMG and hold it harmless from and against all claims,
damages, losses and expenses, including court costs and reasonable fees and
expenses of attorneys, expert witnesses, and other professionals, arising out of
or resulting from, and, at GMG's option, Consultant will defend GMG against:
(a) any action by a third party against GMG that is based on
any claim that any services performed under this Agreement, or their results,
infringe a patent, copyright or other proprietary right or violate a trade
secret; and
(b) any action by a third party that is based on any negligent
act or omission or willful conduct of Consultant which results in: (i) any
bodily injury, sickness, disease or death; (ii) any injury or destruction to
tangible or intangible property (including computer programs and data) or any
loss of use resulting therefrom; or (iii) any violation of any statute,
ordinance, or regulation.
3. ARTICLE 3. OBLIGATIONS OF GMG
(1) Section 3.01 - Adequate Resources
GMG understands that the quality and accuracy of the output provided by
Consultant is highly dependent upon the input Consultant receives from GMG and
that GMG promises to make resources (principals, staff, data, materials, etc.)
sufficiently available to ensure that Consultant can produce Consultant's
highest standard of work output for GMG. If GMG fails to do so, it is in breach
of this agreement.
4. ARTICLE 4. OBLIGATIONS OF CONSULTANT
(1) Section 4.01 - Obligations
Consultant shall report and answer directly to Xxxxx Xxx, President, and shall
faithfully discharge all duties in conformity with the highest standards in
Consultant's profession. Consultant shall provide services as described in
Appendix A. Consultant shall render services at Consultant's own discretion,
subject to Consultant's good faith/best efforts duty to accomplish the requested
services.
5.
6. ARTICLE 5. COMPENSATION OF CONSULTANT
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(A) Section 5.01-Quarterly and Commissions
Consultant shall be paid by invoice on a monthly basis for work done during that
month. The monthly cash compensation will be $ 10,000 for the consulting
assignment and the Company will recommend to the Board of Directors of GMGH that
Consultant be additionally compensated with 290,000 non-statutory stock options
in GMGH when such stock option plan is created. The cash portion will be paid
upon receipt of an invoice providing that there is sufficient cash reserves to
do so.
7. ARTICLE 6. CONSULTANT EXPENSES
Section 6.01 - General Expenses
GMG shall pay Consultant's reasonable, customary and appropriate, expenses,
where pre-approved in writing, within company policy, including travel,
entertainment, lodging and telecommunications directly related with this
assignment. Any expenditure over $500.00 must be pre-approved, in writing, by
the company.
8. ARTICLE 7. PROPERTY RIGHTS OF THE PARTIES
Section 7.01 - Confidentiality of Trade Secret Data
(a) Consultant agrees that all information communicated to Consultant with
respect to the work conducted by or for GMG, whether or not that
information was directly or intentionally communicated, is
confidential. Consultant also agrees that all information, conclusions,
recommendations, reports, advice, or other documents generated by
Consultant pursuant to Consultant's agreement, whether maintained in
hard copy or in an electronic medium, is confidential. Consultant
further acknowledges and agrees that all confidential data described
herein is and constitutes trade secret information that belongs wholly
to and is the exclusive property of GMG.
(b) Consultant promises and agrees that Consultant shall not disclose any
confidential information of GMG or any third party associated with GMG,
as long as that information is subject to a Confidential Disclosure
Agreement, to any other person, orally, in writing or via electronic
communication, unless specifically authorized in writing by GMG to do
so. If GMG gives Consultant written authorization to make any
disclosures, Consultant shall do so only within the limits and to the
extent of that authorization.
(c) Consultant shall use Consultant's best efforts to prevent inadvertent
disclosure of any confidential information to any third party by using
the same care and discretion that Consultant uses with similar data as
Consultant designates as confidential.
(d) Consultant acknowledges and agrees that all information concerning the
work conducted by GMG and any potential products of GMG is and
constitutes an exceptionally valuable trade secret of GMG. That
information includes, among other matters, the facts that any
particular work or project is planned, under consideration, or in
production, as well as any descriptions of any existing, pending, or
proposed work.
(e) Consultant acknowledges that he is consulting to a public company, that
he may be privy to information that is not available to the general
public and that he is familiar with and will abide by all SEC, NASD and
any other rules and regulations.
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Section 7.02 - Use and Disclosure of Confidential Data
Consultant shall not use any confidential information or circulate it to any
other person or persons, except when specifically authorized in advance by GMG
and then only to the extent necessary for any of the following:
(a) Conducting negotiations, discussions, and/or consultations with
designated GMG representatives;
(b) Supplying GMG with goods or services at its order;
(c) Preparing confidential estimates, bids or proposals, and invitations
for bids or requests for proposals for submission to GMG;
(d) Assisting in the preparation of the GMG Business Plan; and/or
Confidential information, knowledge, data, and confidential sources shall not
include any information that is, or becomes (1) generally known or available by
publication or commercial use, or (2) is known and can be documented to be known
by the recipient party at the time of disclosure and is not subject to
restriction, or (3) is received by the recipient party from a third party not
under any legal obligation to the disclosing party to maintain such information
in confidence.
Section 7.03 - Return of Materials
Consultant shall return to GMG, promptly at GMG's request, all confidential
materials. Any materials, the return of which is specifically requested, shall
be returned promptly at the conclusion of the work on the project to which the
materials relate.
Section 7.04 - Unfair Competition
Consultant acknowledges and agrees that the sale or unauthorized use or
disclosure, orally, in writing, or via electronic medium, of any of GMG's
confidential information obtained by Consultant during the course of his
employment under Consultant's agreement, including information concerning GMG's
current or any future and proposed work, services, or products, the facts that
any such work, services, or products are planned, under consideration, or in
production, as well as any descriptions hereof, constitute unfair competition.
9. ARTICLE 8. GENERAL PROVISIONS
Section 8.01 - Entire Agreement
(a) This agreement supercedes any and all other agreements, ether oral or
in writing, between the parties with respect to the employment of
Consultant by GMG, and contains all of the covenants and agreements
between the parties with respect to that employment in any manner
whatsoever.
(b) Each party to the agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, other than
those set forth herein, have been made by any party, or anyone acting
on behalf of any party, and that no other agreement, statement, or
promise not contained in Consultant's agreement shall be valid or
binding.
(c) Any modification of her agreement, including assignment, will be
effective only if it is in writing signed by the party to be charged.
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Section 8.02 - Partial Invalidity
If any provision in the agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated in any
way.
Section 8.03 - Law Governing Agreement
The agreement shall be governed by and construed in accordance with the laws of
the State of Nevada, and upon any dispute, shall be submitted for binding
arbitration per AAA guidelines, in Xxxxx County.
Executed on the 1st day of May, 2006.
Global Media Group, Inc. Consultant
By /s/ Xxxxxx X. Xxxxx By /s/ Xxxxxxx Xxxxxxx
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APPENDIX A
RESPONSIBILITIES
Provide Company with introductions to qualified individual investors, investment
firms and funds.
Disseminate accurate, limited, pre-approved information to these parties in
order to help them evaluate their potential investment.
Provide the CEO and President with a Monthly Status Report of Progress, in the
Company's approved format.
Research and refer to Company any potential investment or acquisition candidates
that might complement the Company business plan and strategy.
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