EXHIBIT 10.41
CONFIDENTIAL
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective this
1st day of December 1999, by and between Xxxxxx X. Xxxxxxxx ("Consultant") and
iEntertainment Network (formerly Interactive Magic, Inc.), a North Carolina
Corporation ("Company").
Now, therefore, Consultant and Company agree as follows:
1. ENGAGEMENT.
Company hereby engages Consultant, and Consultant accepts engagement, to serve
as technical advisor to provide and perform technical development and
operational system duties.
2. TERM.
Consultant shall provide services to Company pursuant to this Agreement for a
term commencing on December 1, 1999 and ending on November 30, 2000.
3. PLACE OF WORK.
Consultant shall render services to the Company at the Consultants facility and
such services shall consist of phone consultation, email responses, and other
support as required.
4. PAYMENT.
Company shall pay Consultant $10,300 (ten thousand three hundred dollars) per
month for services performed pursuant to this Agreement. Payment will be made in
fully registered, unrestricted Company stock, payable by the 5th day of the
following month. The price utilized to determine the number of shares will be
the average closing price for the last 5 (five) trading days of the preceding
month. Consultant shall bear all of Consultant's expenses incurred in the
performance of this Agreement.
Initials: __________ Initials: ____________
Consultant Company
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5. CONFIDENTIALITY.
During the term of this Agreement, and thereafter for a period of two (2) years,
Consultant shall not, without the prior written consent of Company, disclose to
anyone any Confidential Information. "Confidential Information" for the purposes
of this Agreement shall include Company's proprietary and confidential
information such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawings, specifications,
models, software, source codes and object codes. Confidential Information shall
not include any information that:
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Consultant;
C. is rightfully received by Consultant from a third party.
6. TERMINATION.
A. In the event of termination of this Agreement by the Company, then
this Consulting Agreement shall be paid in full for the balance of
the time remaining within five (5) business days of termination. For
example: If the Company defaults on this Consulting agreement June
1, 2000, then the Company is obligated to pay Consultant for the
remaining six (6) months of the contract. Payment would be due by
June 8, 2000 in the amount of $61,800 in fully registered,
unrestricted stock. The price utilized to determine the number of
shares would be the average closing price for the last five (5)
trading days of May 2000.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company,
which breach or default is not cured within five (5) days
of written notice from Consultant.
ii. If Company files protection under the federal bankruptcy
laws or any bankruptcy petition or petition for receiver
is commenced by a third party against Company, any of
petition or petition for receiver is commenced by a third
party against Company, any of the foregoing of which
remains undismissed for a period of sixty (60) days.
iii. Consultant may terminate this Agreement by providing
written notice via registered mail to the Company of his
intentions to terminate his service Agreement, thirty (30)
days from the date notice is acknowledged and signed by
the representative of the Company.
iv. In the event Consultant terminates this agreement, there
will be no further consideration due Consultant beyond the
current monthly period worked.
Initials: __________ Initials: ____________
Consultant Company
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7. INDEPENDENT CONTRACTOR.
Consultant is and throughout this Agreement shall be an independent contractor
and not an employee, partner or agent of Company. Consultant shall not be
entitled to nor receive any benefit normally provided to Company's employees
such as, but not limited to, vacation payment, retirement, health care or sick
pay. Company shall not be responsible for withholding income or other taxes from
the payments made to Consultant. Consultant shall be solely responsible for
filing all returns and paying any income, social security or other tax levied
upon or determined with respect to the payments made to Consultant pursuant to
this Agreement.
8. TOOLS AND SUPPLIES.
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the performance
of Consultant's services hereunder outside and in addition to those provided by
the Company for use at the Company's office.
9. CONTROLLING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of North Carolina.
10. HEADINGS.
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
11. FINAL AGREEMENT.
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
Initials: __________ Initials: ____________
Consultant Company
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12. NOTICES.
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Consultant: If to Comapny:
Xxxxxx X. Xxxxxxxx iEntertainment Network (formerly Interactive Magic,Inc.)
000 Xxxxxx Xxxxx Attention: Xxxxxx X. Xxxx, CFO
Xxxx, XX 00000 000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
13. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
14. DEFAULT/NON COMPLIANCE
If the Company does not honor this Agreement, then this Consulting Agreement
shall be paid in full for the balance of the time remaining within five (5)
business days of default. For example: if the Company defaults on this
Consulting agreement June 1, 2000, then the Company is obligated to pay
Consultant for the remaining six (6) months of the contract. Payment would be
due by June 8, 2000 in the amount of $61,800 in fully registered, unrestricted
stock. The price utilized to determine the number of shares would be the average
closing price for the last five (5) trading days of May 2000.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
By: iEntertainment Network
(formerly Interactive Magic, Inc.)
--------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxxx Date Xxxx Xxxxxx Date
Chief Executive Officer
---------------------------------
Xxxxx Xxxxxxx, Witness Date
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