EXHIBIT 10.5
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 1st day
of July 2008 by and between Xxxxxxx Xxxxxxx ("Consultant") and Alpha Music Mfg.
Corp., a Florida Corp. (the "Company").
RECITALS
WHEREAS, the Company is in need of assistance in the marketing,
advertising, promotional, strategic planning support areas; and
WHEREAS, Consultant has agreed to perform consulting work for the Company
in providing marketing, advertising, promotional, strategic planning support and
consulting services and other related activities as directed by the Company;
NOW, THEREFORE, the parties hereby agree as follows:
1. CONSULTANT'S SERVICES. Consultant shall be available and shall provide to the
Company professional consulting services in the area of marketing, advertising,
promotional, strategic planning support ("Consulting services") as requested.
2. CONSIDERATION.
A. RATE. In consideration for the Consulting Services to be performed by
Consultant under this Agreement, the Company will pay Consultant at the rate of
$ 1,000 per month for a minimum of forty (40) hours per month on Consulting
Services paid from operating capital and not investment capital use of proceeds.
Consultant shall submit written, signed reports of the time spent performing
Consulting Services, itemizing in reasonable detail the dates on which services
were performed, the number of hours spent on such dates and a brief description
of the services rendered. The Company shall pay Consultant the monthly rate at
the completion of each month served upon receipt of written report. Xxxxxxx
shall receive 1,250 shares of Pop Starz Publishing Corp. common stock ("PSPC")
currently representing 10% of PSPC common stock provided, however, that the
stock shall be subject to forfeiture on a pro rata basis in the event Xxxxxxx
does not remain consultant by the Company for a period of three (3) years.
For a period of two years commencing on the 182nd day following
execution of this agreement, Xxxxxxx shall have the right to exchange all of his
PSPC shares received per this agreement for 33.333 % of Company conditioned upon
the return of all funds received by Company plus interest from PSPC and/or its
designees. For a period of two years commencing on the 60th day following
execution of this agreement, PSPC may exchange with Xxxxxxx 33.333 % of its
Company shares for return of all Xxxxxxx PSPC shares without Company being
required to return any funds to PSPC. If PSPC exercises its right, it shall also
have the right to require Company to spin-out its shares to the PSPC
shareholders of record.
3. INDEPENDENT CONTRACTOR. Nothing herein shall be construed to create an
employer-employee relationship between the Company and Consultant. Consultant is
an independent contractor and not an employee of the Company or any of its
subsidiaries or affiliates. The consideration set forth in Section 2 shall be
the sole consideration due Consultant for the services rendered hereunder. It is
understood that the Company will not withhold any amounts for payment of taxes
from the compensation of Consultant hereunder. Consultant will not represent to
be or hold herself out as an employee of the Company.
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4. CONFIDENTIALITY. In the course of performing Consulting Services, the parties
recognize that Consultant may come in contact with or become familiar with
information which the Company or its subsidiaries or affiliates may consider
confidential. This information may include, but is not limited to, information
pertaining to the Company which information may be of value to a competitor.
Consultant agrees to keep all such information confidential and not to discuss
or divulge it to anyone other than appropriate Company personnel or their
designees.
5. TERM. This Agreement shall commence on July 1st 2008 and shall terminate on
June 30th 2009, unless earlier terminated by either party hereto. Either party
may terminate this Agreement upon Thirty (30) days prior written notice. The
Company may, at its option, renew this Agreement for an additional One (1) year
term on the same terms and conditions as set forth herein by giving notice to
Consultant of such intent to renew on or before June 15th 2009.
6. NOTICE. Any notice or communication permitted or required by this Agreement
shall be deemed effective when personally delivered or deposited, postage
prepaid, in the first class mail of the United States properly addressed to the
appropriate party at the address set forth below:
A. Notices to Consultant:
Xxxxxxx Xxxxxxx
0000 Xxxxx Xxxxx Xxxxx, #000
Xxxxx Xxxxxxx, XX 00000
B. Notices to the Company:
Alpha Music Mfg. Corp.
0000 XX 00xx Xxx. Xxx "X"
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx, President;
7. MISCELLANEOUS.
7.1 ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and replaces
and supersedes all other agreements or understandings, whether written or oral.
No amendment or extension of the Agreement shall be binding unless in writing
and signed by both parties.
7.2 BINDING EFFECT, ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of Consultant and the Company and to the Company's
successors and assigns. Nothing in this Agreement shall be construed to permit
the assignment by Consultant of any of its rights or obligations hereunder, and
such assignment is expressly prohibited without the prior written consent of the
Company.
7.3 GOVERNING LAW, SEVERABILITY. This Agreement shall be governed by the laws of
the State of Florida. The invalidity or unenforceability of any provision of the
Agreement shall not affect the validity or enforceability of any other
provision.
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WHEREFORE, the parties have executed this Agreement as of the date first written
above.
ALPHA MUSIC MFG. CORP.
By: /s/ Xxxxxxx Xxxxx Date: June 20, 2008
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Xxxxxxx Xxxxx, President
XXXXXXX XXXXXXX
By: /s/ Xxxxxxx Xxxxxxx Date: June 20, 2008
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Xxxxxxx Xxxxxxx
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