EXHIBIT 10.41
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CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is made as of the 20th day of
December, 2005 by and between TriMedia Entertainment Group, Inc. (hereinafter
referred to as the "Company"") and Xxxx Beach, 0000 Xxxxxxxxx Xxxx, Xxx. X, Xxxx
Xxxx, XX 00000 ("Consultant").
W I T N E S E T H:
WHEREAS, Consultant shall provide financial, corporate, advisory and
consulting services to the Company for general corporate finance and strategic
business development; and
WHEREAS, the Company wishes to retain Consultant for Consulting
Services until December 31, 2006, unless extended by mutual agreement; and
WHEREAS, Consultant agrees to provide consulting services to the
Company;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings set forth in this Agreement, intending to be legally bound, the
parties by their proper and authorized officers, agree as follows:
1. Engagement. Company does hereby engage Consultant as a consultant and
Consultant does hereby accept such engagement, upon the terms and conditions set
forth hereafter.
2. Term. The term of this Agreement shall commence as of December 20, 2005 and
shall continue until December 31, 2006, unless sooner terminated in accordance
with Section 6 hereof ("Term"). The parties hereto may extend the Term for such
period as mutually agreed upon.
3. Consulting Services.
3.1 During the Term of this Agreement and to the best of the Consultant's
ability, Consultant shall provide the services for advisory and consulting
services to the Company, as requested by the Board of Directors of the Company
and/or the Chief Executive Officer of the Company, with respect to the
following:
3.1.1 General corporate finance and strategic business development.
3.1.2 Such other matters relating to the business of the Company as the
Board of Directors of the Company or the Chief Executive Officer of the Company
may, from time to time, reasonably request.
3.2 Consultant shall determine and devote such business skill, time and effort
as may be required to fulfill Consultant's duties hereunder, on a non-exclusive
basis to the Company. Consultant warrants and represents that Consultant has no
outstanding agreement or obligation that would preclude Consultant from
complying with the provisions hereof.
3.3 Consultant shall communicate with the Chief Executive Officer of the Company
and such other parties as the Board of Directors of the Company may designate.
4. Compensation
4.1 The Company shall pay the Consultant a consulting fee of one million five
hundred thousand (1,500,000) shares of Company common stock upon commencement of
this agreement ("Consulting Fee"). All shares issued pursuant to this Agreement
have not been registered and shall carry the appropriate restrictive legends
under the Securities Act of 1933, as amended. Consultant shall be solely
responsible for any and all tax liabilities he may incur related to this
issuance and receipt of these shares. The Company and Consultant have entered a
Subscription Agreement dated December 20, 2005 between the Company and
Consultant relating to the issuance of Company shares.
4.2 The Consultant may qualify for additional performance bonuses related to
consulting services rendered, in such case, any performance bonus could be
negotiated between the parties on a per occurrence basis.
5. Additional Benefits. The Company shall pay any out-of-pocket expenses
incurred by Consultant, in providing the consulting services pursuant to this
Agreement provided the Company approves any such expenses in writing and in
advance and the Consultant submits documentation supporting the request for
reimbursement of expenses.
6. Termination. This Agreement and the Company's liability and obligations
hereunder shall terminate as follows:
6.1 Cause. The Company may discharge the Consultant for Cause and thereby
immediately terminate his services under this Agreement. For purposes of this
Agreement, Company shall have "Cause" to terminate the Consultant's services
hereunder if the Consultant,
6.1.1 Materially breaches any terms under this Agreement provided that
Consultant is given written notice of such breach and 5 days to cure
such breach.
7. Miscellaneous.
7.1 Any notice, request, demand or other communication required or permitted to
be given under this Agreement will be sufficient if in writing and if delivered
personally, or sent by an internationally recognized public courier or by the
United States Postal Service, return receipt requested, addressed as follows:
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If to Company:
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TriMedia Entertainment Group, Inc.
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, Chief Executive Officer
If to Consultant:
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Xxxx Beach
0000 Xxxxxxxxx Xxxx, Xxx. X
Xxxx Xxxx, XX 00000
Any such notice will be deemed to be given on the date delivered or two
days after the date dispatched if sent by courier in the manner
provided above.
7.2 The relationship of Consultant to Company is that of an independent
contractor and neither Consultant nor its agents or employees shall be
considered employees or agents of the Company. This Agreement does not
constitute and shall not be construed as constituting a partnership or joint
venture or grant of a franchise between Company and Consultant. Consultant shall
not have the right to bind Company to any obligation to third parties.
7.3 No waiver by either party of any condition or of the breach by the other of
any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances shall be deemed or construed as a
further or continuing waiver of any such condition or breach or a waiver of any
other condition, or the breach of any other term or covenant set forth in this
Agreement. Moreover, the failure of either party to exercise any right hereunder
shall not bar the later exercise hereof.
7.4 This Agreement shall be binding and inure to the benefit of the parties and
their respective heirs, executors, successors and assigns, except that this
Agreement may not be assigned by the Consultant.
7.5 This Agreement constitutes the entire understanding and agreement between
Company and Consultant regarding its subject matter and supersedes all prior
negotiations and agreements, whether oral or written, between them with respect
to its subject matter.
7.6 The headings of the various sections and paragraphs have been included
herein for convenience an7 shall not be construed in interpreting this
Agreement.
7.7 If any provision of this Agreement shall be held invalid or unenforceable,
the remainder of this Agreement shall, nevertheless, remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless, remain in full force and effect
in all other circumstances.
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7.8 This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same instrument.
7.9 The Consultant shall not be required to mitigate the amount of any payment
or benefit provided for in this Agreement by seeking other consulting contracts
or otherwise.
IN WITNESS WHEREOF, this Agreement has been executed by the Consultant
and on behalf of the Company by its duly authorized officer on the date
first above written.
COMPANY:
TriMedia Entertainment Group, Inc.
By: /s/ Xxxxxxxxxxx Xxxxxxxx
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Xxxxxxxxxxx Xxxxxxxx,
President and Chief Executive Officer
CONSULTANT:
Xxxx Beach
By: /s/ Xxxx Beach
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Xxxx Beach
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