INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made as of June 1, 2000,
by and between B.C. Pictures Ltd. ("BC"). and INFe-Relations, Inc. ("INFE")
(individually or collectively referred to herein as "Party" or "Parties"
respectively).
NOW, THEREFORE, It is mutually agreed by and between the Parties hereto as
follows:
1. PURPOSE
INFE, as principal, and BC, as independent contractor, hereby enter into this
Agreement for the purpose of making a television pilot currently entitled "INFe
Bulletin Board", along with associated materials described on the attached
Schedule A, which shall include but not be limited to CD-ROM's, printed
materials, audio and video cassettes, for three companies (collectively the
"Program"). The Program, copyrights associated with the Program and any other
underlying and ancillary rights associated with the Program are hereinafter
referred to as the "Property". Subject to BC being on budget and INFE's clients
being satisfied with the quality of BC's work, BC shall be granted an option to
continue to produce the Program for one year. Subject to BC continuing to be on
budget and producing Programs to the overall satisfaction of INFE's clients,
such option shall renew for successive one year periods. If this Agreement is
extended beyond the pilot Program, the parties shall develop a cash flow, profit
measurement and distribution schedule.
2. TERM
The term of the Agreement shall commence as of the date first written above and,
unless sooner terminated in accordance with the provisions hereof, or extended
by mutual agreement of the Parties, shall terminate after production of the
first Program ("Term").
3. SERVICES
INFE will use its best efforts to sign agreements with three companies that will
be featured in the production of the Program ("Featured Companies") as well as
sponsors for the Program. The choice of which companies, if any, to sign is at
the complete discretion of INFE. Upon INFE's signing of Agreements with three
Featured Companies, INFE will request BC to commence production of the Program
according to the budget provided to INFE by BC. BC will be responsible for all
aspects of producing the Program. BC will also be responsible for overseeing the
physical production of tapes, CD-ROM's and other materials for delivery to INFE
and INFE's client companies.
Neither party shall incur any debts or other obligations in the name of the
other beyond the scope of this Agreement it being understood and agreed that the
Parties are entering into this Agreement as an independent contracting agreement
and nothing herein shall be construed as entitling one Party to act as an agent
of the other. INFE provides no benefits to BC. BC is responsible for payment of
its own federal, state and local income taxes.
4. RIGHTS/TITLE
The Property, as well as all intangible rights, including, without limitation,
all copyrights, trade names and trademarks in and to the Program and all other
forms of use of the Property, and all ancillary merchandising, music and book
publishing rights, and all other rights, shall be owned by and title held in the
name of INFE. INFE shall have the exclusive right to use, exploit, market,
advertise, publicize, distribute and sub-distribute the Program throughout the
world. INFE shall have the right to assign any and all of its rights to the
Program and its elements and properties, and the results and proceeds derived
therefrom to any person, firm or corporation.
Exhibit 10.10 - Pg. 2
5. BUDGET PROCESS
Immediately upon the signing of this Agreement, BC shall prepare and submit a
budget for the production of the Program, including the additional items listed
on the attached Schedule A, for approval by INFE in its sole discretion. Such
budget shall be attached to this Agreement as Schedule B and shall contain fees
for the BC line producers of the Program, currently expected to be Xxxx Xxxxxxx
and Xxxxx Xxxxx. BC shall be responsible for paying any overages other than
those outside of its control or as requested by INFE. Upon BC's receipt of a
change orders by INFE's client(s) or by INFE, BC shall submit an estimate of the
costs of such requested changes, and upon INFE's approval shall institute the
change order. Other than unapproved overages, BC shall not be obligated to make
any financial contributions for production of the Program. Any capital
expenditures made from the budget of the Program shall be the property of INFE.
INFE shall advance production funds to BC on a schedule to be agreed upon by the
parties. Upon completion of the Program and the payment of all expenses related
thereto, INFE agrees to pay BC 20% of the net pre-tax profits from the
production of the Program. If INFE received part of its payment in stock and
such stock is part of the profit of the program, then part or all of such 20%
shall be paid to BC as its share of the profits. At all times during the term of
this Agreement BC shall keep or cause to be kept books and records for all
expenses and commitments related to the Program and as soon as reasonably
practical after production of the Program will supply to INFE a full and
accurate accounting of such expenses and commitments.
6. WARRANTIES, INDEMNIFICATION
Each Party hereby warrants and represents to the other that it has the right and
capacity to enter into this Agreement. Each Party also hereby indemnifies and
holds harmless the other Party from and against any and all claim, liabilities,
damages and costs (including but not limited to reasonable attorneys' fees and
court costs) arising from any breach by such Party of any representation,
warranty or agreement made by such Party hereunder. BC shall be responsible for
obtaining liability and errors and omissions insurance for production of the
Program and will have INFE added as an additional named. BC shall provide to
INFE a certificate evidencing the insurance. Such costs shall be a line item in
the budget.
7. TERMINATION
This Agreement shall be terminated upon the first to occur of the following:
(i) The expiration of the Term.
(ii) Mutual agreement of the Parties
(ii) Operation of law
(iii) Material breach of this Agreement by any Party, which breach is
not cured within fifteen (15) days after written notice thereof from
the non-defaulting Party, provided, however, it is understood that
only the non-defaulting Party shall have the right to terminate the
Agreement pursuant to this Clause. Such termination shall not
release the defaulting Party from any obligations or liabilities to
the other Party, whether pursuant to the provisions of this
Agreement or at law or in equity.
8. OTHER
(i) Decisions: INFE shall have the authority and control over all
financial, legal matters and all other matters in connection with
the Program; however, creative matters will be handled by BC on a
day-today basis. Should a dispute arise as to a creative matter,
INFE's opinion will prevail. BC and INFE shall use their best
efforts for distribution of the Program.
(ii) Credits: The Parties shall receive equal credit for producing the
Program
(iii) Notices: All such notices which any Party is required or may desire
to serve hereunder shall be in writing and shall be served by
personal delivery to the other parties or by prepaid registered or
certified mail addressed to the parties at their respective
addresses as set forth below, or at such other address as the
Parties may from time to time designate in writing:
Exhibit 10.10 - Pg. 3
B.C. Pictures Ltd.
0000 Xxxxxxx Xxxxx Xx. Xxxxx 000
Xx. Xxxxxxxxxx Xxxxxxx 00000
INFE-Relations, Inc.
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx XX 00000
(d) Arbitration: Any controversy or dispute arising out of or relating to the
Agreement or the breach or alleged breach of any provision of this Agreement
shall be settled by arbitration in Fort Lauderdale, Florida, in accordance with
the rules of the American Arbitration Association and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The prevailing party in any such arbitration shall be entitled to
recover from the other party reasonable attorneys' fees and costs incurred in
connection therewith. The determination of the arbitrator in such proceeding
shall be final, binding and non-appealable.
(e) Venue: This agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Virginia applicable to agreements
executed and to be wholly performed within such state and the Parties hereto
agree that the venue for any suits brought pursuant to this Agreement shall be
solely in either the Circuit Court of Fairfax County or the District Court for
the Eastern District of Virginia located in Alexandria.
(f) Guilds/Unions: Nothing contained in this Agreement shall be construed so as
to require the commission of any act or the payment of any compensation, which
is contrary to law or to require the violation of any guild or union agreement
applicable, hereto which may, from time to time, be in effect and by its terms
controlling of this Agreement. If there is any conflict between any provision of
this Agreement and any such applicable law or guild or union agreement and the
latter shall prevail, then the provisions of this Agreement affected shall be
modified to the extent (but only to the extent) necessary to remove such
conflict and permit such compliance with law or guild or union agreement.
(g) Sole Agreement: This Agreement contains the sole and only agreement of the
Parties relating to the Program and correctly sets for the rights, duties and
obligations of each to the other as of its date. Any prior agreements, promises,
amendments, negotiations or representations not expressly set forth in this
Agreement are of no force and effect. This Agreement may not be amended or
changed except by a written instrument duly executed by each of the Parties.
IN WITNESS WHEREOF, this Agreement is effective as of the date first above
written.
B.C. Pictures, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxx 6/9/00
----------------------------------
Name:
Its: President/CEO
INFe-Relations, Inc.
By: /s/ T M Richfield
---------------------------------- 6/9/00
Name: Xxxxxx X. Richfield
Its: President and CEO
