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EXHIBIT 10.14
October 9, 1997
Xx. Xxxxxx Xxxxx
c/o Goodtimes Home Video Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
RE: Consulting Services Agreement
Dear Xx. Xxxxx:
This agreement is entered into by and between TEAM Communications
Group, Inc., doing business as TEAM Entertainment ("TEAM") of 00000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 ("TEAM") and Xx. Xxxxxx Xxxxx
("Consultant").
Whereas TEAM is in the business of producing and distributing television
programs; and Consultant is in a similar media related business, and
TEAM desires to retain the services of Consultant as a consultant on various
matters, including advice and the benefit of Consultant's experience in
distributing television programming in various media; now the parties agree as
follows:
1. Term and Scope. As of this date, TEAM hereby engages, and Consultant
agrees to be engaged, to provide such various consulting services to TEAM, on a
nonexclusive basis, on such schedule as Consultant in his absolute and sole
discretion determines, to TEAM as regards the distribution of television
programming in various non-broadcast media and ancillary matters related to
such marketing and media. Consultant's obligation to provide such services
shall terminate on September 30, 1998.
2. Compensation. As a guaranteed minimum compensation for the agreement to be
so engaged, Consultant shall be entitled to receive two hundred thousand dollars
($200,000.00).
3. Payment. TEAM shall pay the sum of $200,000.00 to Consultant at the
earlier of the completion of the anticipated initial public offering of TEAM's
stock, or November 30, 1997.
4. Efforts Required. Consultant shall use reasonable efforts to be available
to provide the services for which he is hereby engaged.
5. Waivers. Neither this Agreement nor any term hereof may be changed,
waived, amended or terminated orally, but only by written act of both parties
(or, in respect of a waiver, the waiving party).
6. Assignment. This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and legal representatives but
shall not be assignable by any party without the written consent of the other
party, which consent shall not be unreasonably withheld.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws
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Xx. Xxxxxx Xxxxx
October 9, 1997
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of the State of New York.
8. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which, when taken
together, constitute one and the same instrument.
9. Section Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning and interpretation of this Agreement.
10. Enforceability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, the parties
hereto hereby waive any provision of law which renders any provision hereof
prohibited or unenforceable in any respect.
11. Additional Documents. The parties hereto will at any time after the date
hereof sign, execute and deliver or cause others so to do all such powers of
attorney, assignments, documents and instruments and do or cause to be done all
such other acts and things as may be necessary or proper to carry out the
transactions contemplated by this Agreement.
12. Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto and supersedes and cancels any prior agreement,
representations, warranties or communications, whether oral or written, among
the parties hereto relating to the transactions contemplated hereby or the
subject matter herein. Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, but only by an agreement in
writing signed by the party against whom or which the enforcement of such
change, waiver, discharge or termination is sought.
Executed as of the date first above written:
TEAM Entertainment
By: /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
President/CEO
Agreed to and Accepted
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
