EXHIBIT 4.9
CONSULTING AGREEMENT
CONSULTING AGREEMENT between Genius Products, Inc (the "Company") and
Xxxx Xxxxxx ("Consultant"), dated as of July 24, 2001 (the "Agreement").
WHEREAS, the Company wishes to retain the services of Consultant and
Consultant wishes to provide consulting services to the Company (the "Services")
for a period of 6 months;
NOW THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration the adequacy and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
SECTION 1. SERVICES TO BE PROVIDED BY CONSULTANT. As of the date
hereof, Consultant shall aid Company in all matters relating
to financial reporting, planning for strategic marketing and
other such services as required by the Company from time to
time.
SECTION 2. PAYMENT BY THE COMPANY. In lieu of a monthly retainer, the
Company will issue to Consultant non-qualified stock options
to acquire a total of 125,000 shares at a price of $0.80 per
share. The shares underlying the options will be registered
by the Company on an S-8 Registration Statement.
SECTION 3. OBLIGATIONS OF CONSULTANT. Consultant shall (1) not engage
in any act that the Company determines in its sole
discretion may be deemed to be in competition with the
Company, (2) treat as confidential all Company information
disclosed to him by the Company, and Consultant shall return
all such information to the Company at the end of this
agreement in whatever form such information such may exist,
and (3) perform all work for the Company to the highest
professional standards. Consultant shall be responsible for
the payment of all his federal, state, local income, social
security, and FICA taxes. Consultant acknowledges that the
relationship with the Company is one of an independent
contractor and not one of employment.
SECTION 4. TERM AND TERMINATION. Either party may terminate the
Agreement on 30 days' prior written notice, and if not so
terminated the Agreement will expire on January 15, 2002.
SECTION 5. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of
California without regard to conflict of laws principles.
The parties hereby submit to the state and federal courts in
San Diego County, California, and waive all defenses to
venue or that the forum is inconvenient
THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY IN
CONNECTION WITH ANY PROCEEDINGS ARISING OUT OF THIS
AGREEMENT.
SECTION 6. MISCELLANEOUS. This Agreement may be executed in
counterparts, all of which together shall constitute one and
the same instrument. The parties may execute the Agreement
by facsimile. This Agreement supersedes all previous oral
and written agreements and negotiations relating to the
subject matter hereof. This Agreement may not be modified
except by an instrument in writing executed by the parties.
This Agreement shall inure to the successors and assigns of
each party except that no party may assign any of its
obligations hereunder without the written consent of the
other party. In any proceedings brought hereunder the losing
party shall pay all the attorneys' fees and expenses of the
other party incurred in such proceedings.
IN WITNESS HEREOF, the parties have executed this Agreement on the date
first written above.
GENIUS PRODUCTS, INC
By: /S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, Executive Vice President
/S/ XXXX XXXXXX
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Xxxx Xxxxxx
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