EXHIBIT 10.17
MEDIA PRODUCTION AGREEMENT
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This Media Production Agreement ("Agreement") is entered into as of the __
day of February, 2004, (the "Effective Date") by and between The Bulletin Board
Productions, LLC., a Florida Limited Liability Client (hereinafter referred to
as "Producer") and FoneFriend, Inc., a Delaware corporation, (hereinafter
referred to as "Client").
WITNESSETH:
WHEREAS, Client has worldwide rights to and desires to market the Product
(as defined in this Agreement); and
WHEREAS, Producer is in the business of producing, among other things,
short form commercials (as defined in this Agreement) including all scripting,
casting, pre-production, production and post-production (including editing) work
necessary to complete the short form commercial as a finished product. Suitable
to be aired on television and other media to promote and advertise the Product;
and
WHEREAS, Client desires to utilize the services of Producer to produce and
exhibit, through television media, various versions of televised commercials
designed to advertise and sell the Product and, further, to utilize the services
of Producer to design and develop the Client's web site in such a manner that
will make it capable of marketing and selling (electronically) the Product;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. DEFINITIONS.
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The following terms as used herein shall have the following meanings:
(a) "Commercial" means three (3) first-class broadcast quality direct
response, television spots, cut to two-minute, one-minute and thirty second
lengths, fully-edited and leadered (with all front and end titles and credits),
with product ordering information and in generic form (in order that product
ordering information can be easily changed or edited) television commercial
designed to sell the Product by means of direct response. The Commercial will be
produced with a "national feel" and in English and Spanish languages.
(b) "Media" means any and all media now or hereafter known, in all
languages, including without limitation, motion picture, television, radio,
digital television, video and computer games, videocassette and video or laser
disc, any computer-assisted media (including, but not limited to, CD-ROM, CD-I
and similar disc systems, interactive media and multi-media and any other
devices or methods now existing or hereinafter devised), and the Internet.
(c) "Product" means the product currently known as "FoneFriend" which
will be marketed and offered for sale in the Commercial produced hereunder as
well as any usage fees charged for phone time, tolls, monthly rentals, etc. and
or any advertising revenues collected to mask dial up noises.
(d) "Work" means the results and proceeds of any and all services
rendered by Producer in connection with this Agreement including, but not
limited to, all aspects of:
(i) creation of an original script and the development,
production, and post-production of the Commercial, including without limitation
all videotapes, other video, film and audio footage;
(ii) all other constituent elements of the Commercial, whether or
not included in the final edited Commercial, both tangible and intangible; and
(iii) the design and development of the Client's web site,
identified as xxx.xxxxxxxxxxxx.xxx, in such a manner that will facilitate
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electronic commerce in connection with the marketing and selling of the Client's
Product, and will provide limited customer support and account management.
2. THE COMMERCIAL.
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Producer is hereby engaged to develop and design the concept for, write an
original script for, produce, supervise, direct, for the commercial, all subject
to the prior approval of client, for television test/airing.
(a) The services of Producer and Producer's employees shall be rendered
in an artistic, conscientious, efficient and punctual manner to the best ability
of Producer and in accordance with the highest industry standards. Producer's
services during all periods provided for in this Agreement shall be
non-exclusive.
(b) Client shall provide all samples of Product to be used in the
Commercial.
(c) With respect to persons appearing in the Commercial on-screen:
(i) Producer shall furnish and pay any and all non-celebrity
talent referred to or appearing in the Commercial, furnish and reimburse the
expenses of any local persons giving testimonials in the Commercial, obtain from
all the aforesaid persons all necessary or desirable agreements, permissions and
releases.
(ii) Producer shall not pay compensation due to any celebrities
appearing in the Commercial, but shall obtain from all celebrities all necessary
agreements, permissions and releases.
(d) Client acknowledges and agrees that it is well-informed about the
risks associated with the direct response advertising industry and that Producer
makes no warranty, expressed or implied, as to the degree of success to be
achieved by the Commercial. Nor shall Client assert that any warranties, either
express or implied, have been made in this regard. Neither Client nor Producer
has made, and neither does not hereby make to the other, any representation or
warranty with respect to the level of sales and revenue to be derived as a
result of the Commercial.
3. WEB SITE REDESIGN.
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The Producer is hereby engaged to design and develop the entire web site of
xxx.xxxxxxxxxxxx.xxx for the Client, including the development of e-commerce
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capability that will enable the Client to market and sell its Product through
the web site and a web interface that will allow the Client to manage and view
(on-line) customer accounts and provide limited support services.
4. OWNERSHIP.
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(a) The Work shall be deemed a work-made-for-hire (as that term is
defined in the United States Copyright Code) specially ordered or commissioned
by Client. Client shall exclusively own all now known or hereafter existing
rights of every kind and nature in and to the Work including, without
limitation, all copyrights (and renewals and extensions thereof) in and to any
scripts and the Commercial, and the exclusive right to exploit the Work and any
portion thereof throughout the World in perpetuity by and in any and all Media,
character, sequel, remake, merchandising, allied, subsidiary, and ancillary
rights therein. If, and to the extent any portion of the Work is deemed not to
be a work-made-for-hire, this Agreement constitutes an irrevocable, exclusive,
perpetual assignment throughout the World to Client by Producer of all of the
rights set forth above in this paragraph 4(a).
(b) Notwithstanding the foregoing, Producer shall have the right to use
the Commercial in Producer's promotional reel and to enter the Commercial in
industry competitions, festivals and shows for Producer's publicity and
promotional purposes.
5. APPROVALS.
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(a) Client shall have the right to approve in writing the shooting
script before the commencement of principal videotaping or filming, as the case
may be, of the Commercial. Producer shall submit to Client a proposed copy of
the script for Client's approval. Client shall submit its proposed changes to
Producer. Producer shall incorporate Client's changes and resubmit the proposed
script to Client within a reasonable time, so as not to alter or delay the
production schedule. Client's approval of the shooting script, in whole or in
part, and any changes made thereto, shall constitute Client's verification and
representation that to the best of Client's knowledge, the statements and claims
concerning the Product made in the script are truthful and accurate.
(b) Client shall have the right to approve in writing the rough-cut of
the Commercial (that is, prior to commencement of on-line editing). Client's
approval of the rough cut of the Commercial, and any changes made thereto, shall
constitute Client's verification and representation that, to the best of
Client's knowledge, the statements and claims concerning the Product made in the
Commercial are truthful and accurate. Client has right to be present at all
editing sessions.
(c) Client shall have the right to approve in writing the design of its
web site prior to its placement on the Internet.
6. PRODUCTION AND DELIVERY OF THEWORK; CONDITION PRECEDENT.
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Upon execution of this Agreement, Producer shall commence Work and related
services on the design and development of the Client's web site. However, as a
condition precedent to commencing Work and related services on the production of
the Client's Commercial, and earning compensation therefore, the Client shall
have first received financing of at least One Million Dollars ($1,000,000) in
immediately available funds. Upon Client's receipt of such financing, the Client
agrees that it will immediately notify Producer, and Producer agrees to
immediately start production and deliver the completed Commercial to Client in a
timely manner. In the event that Client does not receive said financing within
three months from the date hereof, Client shall have the right to cancel this
Agreement.
7. COMPENSATIONEARNED BY PRODUCER.
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For all Work and related services to be performed by Producer hereunder, the
Producer hereby agrees to accept compensation in the form of shares of the
common stock of FoneFriend, Inc. (the "Shares"). Said Shares will be endorsed
with a restrictive legend in accordance with Rule 144 of the Securities Act and
will be included in the Client's registration statement to be filed with the
Securities and Exchange Commission as soon as possible. Upon execution of this
Agreement, the Client shall deliver 350,000 Shares to be held in an escrow
account established with The Law Offices of Xxxxxx Xxxxxx and released
periodically to Producer by written instruction from the Client when Shares are
deemed to be earned by Producer in accordance with the following terms:
(a) Web Site Design. For all Work and services relating to the design
and development of the Client's web site, Client shall compensate Producer with
a fee of 25,000 Shares. These Shares shall be released from escrow and delivered
to Producer on the effective date of Client's registration statement; provided,
however, that said fee shall not be deemed earned by Producer until Client has
approved Producer's Work relating to the web site.
(b) Commercial Production Fee. Provided that the condition precedent
contained in paragraph 6 has been satisfied, for all Work and services relating
to the development and production of the Commercial, Client shall compensate
Producer with a fee of 100,000 Shares. Client agrees to advance 50,000 Shares
from escrow upon commencement of the production of the Commercial; provided,
however, that 25,000 Shares shall be deemed earned by the Producer upon Client's
approval of the script for the Commercial and an additional 50,000 Shares shall
be earned by the Producer upon Client's approval of the rough cut of the
Commercial. The balance of the fee (i.e., 25,000 Shares) shall be earned by
Producer and released from escrow upon Producer's delivery of all elements of
the master of the Commercial (in all forms) to Client.
(c) Media Placement Fee. Client agrees to pay Producer a media
placement fee of up to 225,000 Shares in consideration of Producer's purchase of
media time for the airing or broadcasting of the Commercial. Client shall have
the right to approve the selection of media prior to purchase by Producer.
These Shares shall be deemed earned by Producer and released from escrow upon
Producer's submission of an actual invoice for the purchase of media time.
Client and Producer acknowledge and understand that the amount of media time
purchased will depend upon the price of the Client's Shares. The parties agree
that the Shares will be released to Producer at a value equal to the closing
price of the Shares on the date of invoice for the purchase of media time.
Client reserves the right to increase the number of Shares (above 225,000) in
the event the Client desires Producer to purchase more media time than can be
purchased for the 225,000 Shares provided for under this sub-paragraph.
8. REPRESENTATIONS AND WARRANTIES. Producer hereby represents, warrants and
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covenants and agrees with the Client as follows:
(a) Investment Intent. Producer is receiving the Shares for its own
account, for investment only and not with a view towards, or for sale in
connection with, a distribution thereof or any part thereof, within the meaning
of the Securities Act, and the rules and regulations promulgated there under, or
any applicable state securities or blue-sky laws;
(b) Intent to Transfer. Producer is not party to or subject to or
bound by any contract, undertaking, agreement or arrangement with any person to
sell or pledge the Shares, any part thereof to any person, and has no present
intention to enter into such a contract, undertaking, agreement or arrangement.
(c) Sophistication of Producer. Producer has evaluated the merits and
risks of acquiring the Shares, that has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating the
merits and risks of such acquisition, is aware of and has considered the
financial risks and financial hazards of acquiring the Shares and is able to
bear the economic risk of acquiring the Shares, including the possibility of a
complete loss with respect thereto;
(d) Access to Information. Producer has had access to such information
regarding the business and finances of the Client, the receipt an careful
reading of which is hereby acknowledged by Producer, and has been provided the
opportunity to discuss with the Client's management the business, affairs and
financial condition of the Client and such other matters with respect to the
Client as would concern a reasonable person considering the transactions
contemplated by this Agreement and/or concerned with the operations of the
Client including, without limitation, pursuant to a meeting and/or discussions
with management of the Client;
(e) No Guarantees. It never has been represented, guaranteed or
warranted to Producer by Client, or any of its officers, directors, agents,
representatives or employees, or any other person, expressly or by implication,
that:
(i) Any gain will be realized from Producer's investment in the
Shares;
(ii) There will be any approximate or exact length of time that
Producer will be required to remain as a holder of Shares; or
(iii) The past performance or experience on the part of the
Client, its predecessors or of any other person, will in any way indicate any
future results of the Client or the Shares acquired by the Producer hereunder;
(f) No Other Representations, Warranties, Covenants or Agreements of
the Client. Except as set forth in this Agreement, the Client has not made any
representation, warranty, covenant or agreement with respect to the matters
contained herein, and Producer has not and will not rely on any representation,
warranty, covenant or agreement except as set forth in this Agreement;
(g) High Degree of Investment Risk. The investment in the Shares
involves a high degree of risk and may result in a loss of the entire amount
invested; there is no assurance that the Client's operations will be profitable
in the future; and there is no assurance that a public market for shares of
Common Stock will continue to exist;
(h} Confidentiality; Non-Circumvention. The Producer acknowledges that
any and all knowledge or information concerning the Client, its affairs and
business activity obtained by Producer, its principals, employees and/or
contractors in the course of its engagement hereunder is strictly confidential,
and the Producer covenants not to reveal same to any other persons and/or
entities, including, but not limited to, competitors of the Client and that it
will not impart any such knowledge to anyone whosoever during the term hereof or
anytime thereafter. Further, the Producer agrees not to partake, either itself
or in conjunction with other third parties, in any activities or dealings that
would circumvent, bypass or obviate the business or economic opportunities or
best interests of the Client. All information, including but not limited to
business operations, software and other intellectual property rights, pertaining
to the Client which is forwarded to, or otherwise obtained by the Producer
hereunder, is to be received in strict confidence and used only for the purposes
of this Agreement and not in circumvention of any business or economic
opportunity or business relationship of the Client. The provisions of this
Paragraph shall survive the termination of this Agreement.
9. INDEMNIFICATION.
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(a) Producer hereby irrevocably agrees to indemnify and hold harmless
Client, its employees, directors, officers, agents, representatives and
controlling persons (collectively, "Client") from and against any and all
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements (incurred in any and all actions, suits,
proceedings and investigations in respect thereof and any and all legal and
other costs, expenses and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise), including without limitation,
the costs, expenses and disbursements, as and when incurred, of investigating,
preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with any action in which Client is named a party),
directly or indirectly, caused by, relating to, based upon, arising out of, or
in connection with the language, information, advice, citations, anecdotal
matter, resource materials, claim of defamation, invasion of privacy, right of
publicity, infringement of a third person's intellectual property or proprietary
rights, or other content of Producer's Work product for Client (other than those
caused by, relating to, based upon, arising out of, or in connection with
Client's gross negligence, misrepresentation or willful misconduct), under this
Agreement.
(b) Such indemnification does not apply to acts performed by Client,
which are criminal in nature or a violation of any law. Producer also agrees
that Client shall not have any liability (whether direct or indirect, in
contract or tort, or otherwise) to Producer, for, or in connection with, the
Work of Producer under this Agreement, except to the extent that any such
liability resulted primarily and directly from Client's gross negligence,
misrepresentation or willful misconduct.
(c) If any action, suit, proceeding or investigation is commenced, as
to which any of the Client indemnified parties propose to be indemnified under
this Agreement, they shall notify Producer with reasonable promptness; provided
however, that any failure by the party seeking indemnification to notify
Producer shall not relieve Producer from its obligations hereunder. The Client
shall have the right to retain counsel of its (their) own choice, which shall be
reasonably acceptable to Producer, to represent them, and Producer shall
reimburse fees, expenses and disbursements of such counsel; and such counsel
shall, to the extent consistent with its professional responsibilities,
cooperate with Producer and any counsel designated by Producer. Producer shall
be liable for any settlement of any claim against the Client made with
Producer's written consent, which consent shall not be unreasonably withheld.
Producer shall not, without the prior written consent of the party seeking
indemnification, which shall not be unreasonably withheld, settle or compromise
any claim, or permit a default or consent to the entry of any judgment in
respect thereof, unless such settlement, compromise or consent includes, as an
unconditional term thereof, the giving by the claimant to the party seeking
indemnification of an unconditional release from all liability in respect of
such claim.
(d) In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to these indemnification provisions is made but it
is found in a final judgment by a court of competent jurisdiction (not subject
to further appeal) that such indemnification may not be enforced in such case,
even though the express provisions hereof provide for indemnification in such
case, then Producer, on the one hand, and Client, on the other hand, shall
contribute to the losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses and disbursements to which the indemnified
persons may be subject in accordance with the relative benefits received by
Producer, on the one hand, and Client, on the other hand, and also the relative
fault of Producer, on the one hand, and Client, in the other hand, in connection
with the statements, acts or omissions which resulted in such losses, claims,
damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
or disbursements and the relevant equitable considerations shall also be
considered. No person found liable for a fraudulent misrepresentation shall be
entitled to contribution from any person who is not also found liable for such
fraudulent misrepresentation.
(e) Neither termination of this Agreement nor completion of the Work of
Producer hereunder shall effect these indemnification provisions which shall
then remain operative and in full force and effect.
10. TERMINATION.
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(a) Producer may terminate this Agreement upon thirty (30) days written
notice to Client in the event of any of the following:
(i) Client defaults in any material respect in the performance or
observance of any term, covenant or provision contained in this Agreement and
the default continues for a period of thirty (30) days following the receipt by
Client of written notice from Producer of such default;
(ii) (a) The institution of any proceedings by or against Client
seeking relief, reorganization of Client or arrangement with Client's creditors
under any laws relating to insolvency or bankruptcy; (b) any general assignment
for the benefit of Client's creditors; (c) the appointment, or the consenting to
the appointment of, a receiver, liquidator, trustee or other custodian for all
or substantially all of Client's company or assets; (d) the liquidation,
dissolution or winding up of Client's business; or (e) the entry of an order by
a court of competent jurisdiction (1) finding Client to be bankrupt or
insolvent, (2) ordering or approving Client's liquidation, reorganization or any
alteration or modification of the rights of Client's creditors, or (3) assuming
custody of, or appointing a receiver or other custodian for, all or a
substantial part of Client's property.
(b) In addition to all other rights Client has, at law or in equity,
for non-compliance by Producer with this Agreement, Client may terminate this
Agreement by giving a written Notice of Termination to Producer in the event of
either of the following:
(i) Producer defaults in any material respect in the performance
or observance of any term, covenant or provision contained in this Agreement,
and the default continues for a period of seven (7) days following receipt by
Producer of written notice from Client of such default;
(ii) The institution of any proceedings by or against Producer
seeking relief, reorganization of Producer or arrangement with Producer's
creditors under any laws relating to insolvency or bankruptcy; (b) any general
assignment for the benefit of Producer's creditors; (c) the appointment of, a
receiver, liquidator, trustee or other custodian for all or substantially all of
producer's company, assets; (d) the liquidation, dissolution or winding up of
Producer's business; or (e) the entry of an order by a court of competent
jurisdiction (1) finding Producer to be bankrupt or insolvent, (2) ordering or
approving Producer's liquidation, reorganization or any alteration of
modification of the rights of Producer's creditors; or (3) assuming custody of,
or appointing a receiver or other custodian for, all or a substantial part of
Producer's property.
(c) Termination of this Agreement by either Client or Producer shall
not affect Client's rights, any agreement by Producer, or Client's ownership of
the Work (as more fully set forth herein). Upon termination of this Agreement,
Producer shall not be entitled to earn any further compensation as provided for
herein, and all unearned compensation shall be immediately released from escrow
and returned to Client.
(d) Termination by either Client or Producer shall require Producer to
return to Client (i) all physical elements and materials (e.g., samples, mockups
and TV-ready comps given to or developed by Producer, permissions, affidavits,
releases, records, reports, or other documents furnished to, developed by, or
received by Producer to facilitate or further creation of the Work), and (ii)
all fully or partially completed scripts, video, audio or film clips, video
tapes, or any other item created or received by Producer in connection with the
Commercial.
11. MEDIATION; ARBITRATION.
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All disputes in any manner relating to or arising out of this Agreement which
the parties cannot resolve themselves shall be resolved first through mediation,
and second through arbitration before a single experienced arbitrator, under the
Commercial Rules of Arbitration of the American Arbitration Association. The
location of the arbitration shall be determined by the party against whom relief
is being sought. The decision or award of any arbitrator shall be binding upon
the parties and shall be enforceable by judgment entered in a court having
jurisdiction over the party against whom enforcement is sought. In the event
the arbitrator determines there is a prevailing party in the arbitration, the
prevailing party shall recover from the losing party all costs of arbitration,
including all fees of the arbitration association and the arbitrator and all
reasonable attorneys fees incurred by the prevailing party. Any arbitrator
appointed under this Agreement shall have authority to order such equitable
relief and such limited discovery as may be appropriate under the circumstances.
12. NOTICES.
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Any notice required or permitted to be given under this Agreement shall be in
writing, and shall be sent by Federal Express or the equivalent, for next day
delivery, by any professional delivery service that required a signed, written
receipt confirming delivery of the envelope or package containing the notice, or
by fax, as follows:
If to Producer: The Bulletin Board Productions, LLC.
Attention: President
______________________________
Ft. Lauderdale, FL _____
Fax: (000) 000-0000
If to Client: FoneFriend, Inc.
Attention: President
0000 Xxxxx Xxxxxx Xxxx, Xxxxx X
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Notice shall be deemed given the day it is personally delivered, or the
next day after it is sent by fax or Federal Express (or the equivalent). Either
party may change the person, address or fax number to which notices are to be
sent by sending a written notice of the changed information in the manner set
forth in this section.
13. RIGHT TO INJUNCTIVE RELIEF.
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It is mutually agreed that the Work performed hereunder by Producer and
Producer's employees, and its products (i.e., the Commercials and the web site
design) is special, unique, unusual, extraordinary, and of an intellectual
character giving them a peculiar value, the loss of which by Client cannot be
reasonable or adequately compensated for in damages and in an action at law, and
that the Client, in the event of any breach by Producer, shall be entitled to
seek equitable relief by way of injunction or otherwise. Notwithstanding the
above, nothing in this Agreement shall be construed to limit or in any way
restrict Client's right, in the event of any breach by Producer, to maintain an
action for monetary damages, or any other form of relief.
14. GENERAL PROVISIONS.
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(a) This Agreement constitutes the entire understanding and agreement
between the parties with respect to its subject matter and supersedes any and
all prior and contemporaneous written or oral understandings and agreements
pertaining hereto.
(b) The parties agree that all matters relating to this Agreement shall
be governed by, construed under and enforced in accordance with the laws of the
State of California without regard to its principles of conflicts of laws and
irrespective of the fact that one or more of the parties is now domiciled in
another state or territory.
(c) This Agreement may not be amended or modified except in a written
instrument signed by the party against whom enforcement is sought.
(d) This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors-in-interest and permitted assigns.
Nothing contained in this subparagraph shall create any rights enforceable by
any person not a party to this Agreement, except for the rights of
successors-in-interest and permitted assigns of each party hereto, unless such
rights are expressly granted in this Agreement to other specifically identified
persons.
(e) Paragraph headings are used for convenience and are not to be
interpreted as part of this Agreement
(f) With regard to the Work and related services, Producer will be
rendering services hereunder to Client as an independent contractor, and shall
not be deemed to be Client's employee or agent. Producer shall not incur any
obligation, debt, or make any commitment or agreement on Client's behalf. Any
person engaged by Producer in connection with the Work or Agreement will be
engaged as (or be deemed to be) an employee-for-hire of Producer. No other
payment not specified in this Agreement shall become due from Client, the
applicable amounts payable under this Agreement being full compensation under
this Agreement.
(g) It is specifically understood and agreed that Producer's employees
shall be and remain for all purposes on Producer's payroll and not on Client's
payroll; Producer will fully perform and discharge and Client shall have no
responsibility or liability on account of any and all obligations of an
employer, including, without limitation, the withholding and/or payment of any
sums required to be paid and/or withheld by such employer, pension, health and
welfare benefits, social security, unemployment, Workers Compensation and State
Disability insurance required for, based on, resulting from or relating to the
services rendered by Producer's employees in connection with this matter or the
compensation paid to Producer under this Agreement, and Producer hereby agrees
to indemnify and hold Client harmless from and against any such liability or
obligation.
(h) In the event that any provision of this Agreement is held to be
unenforceable or contrary to law, then the Agreement shall be interpreted, to
the extent possible, without provision.
(i) Time and strict punctual performance are of the essence with
respect to provisions herein concerning approvals.
(j) Each party shall execute and deliver all instruments and documents
and take all actions as may be reasonably required to effectuate this Agreement.
(k) No waiver by a party of any provision of this Agreement shall
operate as, or be deemed to be, a continuing waiver of such provision or a
waiver of any similar or dissimilar provision, unless such waiver is contained
in a written instrument signed by the party against whom enforcement is sought.
(l) Each party shall be responsible for the reporting and payment of
its own federal, state, and local taxes and licenses.
(m) Each of the parties hereto represents and agrees with the other
that: (i) it has been represented by independent counsel of its own choosing;
(ii) it has had the full right and opportunity to consult with its respective
attorneys and other advisers and have availed itself of this right and
opportunity; (iii) its authorized officers have carefully read and fully
understand this Agreement in its entirety and have had it fully explained to
them by each party's counsel; (iv) each is fully aware of the contents thereof
and its meaning, intent and legal effect; and (v) its authorized officer is
competent to execute this Agreement free from coercion, duress and undue
influence. Each party and its counsel cooperated in the drafting and
preparation of this Agreement, and the documents referred to herein.
Accordingly, any rule of law or any legal decision that would require
interpretation of any ambiguities in this Agreement against the party that draft
it, is of no application and is hereby expressly waived. The provisions of this
Agreement shall be interpreted in a reasonable manner to effectuate the
intentions of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement causing
it to be effective as of the date first above written.
"PRODUCER" "CLIENT"
The Bulletin Board Productions, LLC. FoneFriend, Inc.
A Florida Limited Liability Client A Delaware corporation
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxx
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Xxxxx Xxxxx Xxxxxxxx Xxxxxx
President President
