EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into as of the
29th day of September, 2004 by and between RTG Ventures, Inc., a Florida
corporation, with offices at c/o Gottbetter & Partners, LLP., 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and Xxx Xxxxxx with
an address at 00000 Xxxxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000 (the "Consultant").
WHEREAS, the Company wishes to engage the Consultant to provide
advisory and other services to the Company related to the design and development
of the website, xxx.xxx-xxxxxxxx.xxx (the "Website) and the Consultant wishes to
accept such engagement, all upon the terms and subject to the conditions
contained in this Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
consideration and promises contained herein and intending to be bound, hereby
agree as follows:
1. RETENTION OF CONSULTANT. The Company hereby retains the Consultant,
and Consultant agrees to be retained by the Company, upon the terms in, and
subject to the conditions of, this Agreement.
2. TERM. The term of this Agreement shall begin on the date hereof and
shall continue for three (3) months.
3. DUTIES OF CONSULTANT. During the term of this Agreement, the
Consultant shall assist and advise the Company with respect to the use, content,
design and development of the Website as reasonably requested by the Company.
4. COMPENSATION. As compensation to the Consultant for the services to
be rendered under this Agreement, the Company shall issue and deliver to the
Consultant two hundred fourteen thousand two hundred eighty six (214,286) shares
(the "Shares") of the Company's common stock. Prior to issuance, the Company
shall register the Shares in a Registration Statement on Form S-8.
5. STATUS AS INDEPENDENT CONTRACTOR. The parties intend and acknowledge
that the Consultant is acting as an independent contractor and not as an
employee of the Company and that the level of compensation to Consultant is not
dependent upon any preordained time commitment or level of activity. The Company
acknowledges that the Consultant shall remain free to accept other consulting
engagements of a like nature to the engagement under this Agreement. The Company
shall not be responsible for any withholding in respect of taxes or any other
deductions in respect of the fees to be paid to Consultant and all such amounts
shall be paid without any deduction or withholding. Nothing in this Agreement
shall be construed to create any partnership, joint venture or similar
arrangement between the Company and the Consultant or to render either party
responsible for any debts or liabilities of the other.
6. CONFIDENTIALITY. The Consultant acknowledges that in connection with
the services to be rendered under this Agreement, the Consultant may be provided
with confidential business information of the Company. The Consultant agrees to
keep any information or materials specifically designated in writing by a
responsible officer of the Company as confidential (the "Confidential
Information") in the strictest confidence and not to disclose or disseminate any
such Confidential Information to any person, firm or other business entity
except to those employees, consultants or other independent contractors of the
Company or the Consultant as shall be necessary or advisable for the carrying
out of the purposes of this Agreement and who are under a similar obligation of
confidentiality.
7. AMENDMENTS, MODIFICATIONS, WAIVERS, ETC. No amendment or
modification to this Agreement, nor any waiver of any term or provision hereof,
shall be effective unless it shall be in a writing signed by the party against
whom such amendment, modification or waiver shall be sought to be enforced. No
waiver of any term or provision shall be construed as a waiver of any other term
or condition of this Agreement, nor shall it be effective as to any other
instance unless specifically stated in a writing conforming with the provisions
of this Section 7.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be enforceable against
any successors in interest, if any,
1
to the Company and the Consultant. Except as specifically provided herein,
neither the Company nor the Consultant shall assign any of their respective
rights or obligations hereunder without the written consent of the other in each
instance.
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. NOTICES. Any notices required or permitted to be given under this
Agreement shall be effective upon receipt at the respective addresses in the
recitals to this Agreement unless the address for notice to either party shall
have been changed by a notice given in accordance with this Section 10.
11. GOVERNING LAW; VENUE. This Agreement shall be governed by, and
construed in accordance with, the substantive laws of the State of New York,
without regard for principals of conflicts of laws. Any action under this
Agreement shall be brought in the federal or state court in the City, County and
State of New York.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
as of the date first above written.
The Company: The Consultant:
RTG VENTURES, INC.
By: /s/ Xxxxx Xxxxx /s/ Xxx Xxxxxx
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Name: Xxxxx Xxxxx Xxx Xxxxxx
Title: President
