CONSULTING AGREEMENT
Agreement
made this 29th day of June, 2005, between. Signet Entertainment Corporation,
of
Palm Beach, Florida (hereinafter referred to as 'Corporation'), and Merriam
Xxxx
Xxxxx. of Boynton Beach, Florida (hereinafter referred to as
"Consultant"):
In
consideration of the mutual promises contained in this Agreement, the
contracting parties agree as follows:
Recitals:
The
Corporation desires to engage the services of the Consultant to perform for
the
Corporation consulting services regarding all phases of the Corporation's
"Public Relations" in the area of Planning and Promotion as such may pertain
to
the operation of the Corporation's business.
The
Consultant desires to consult with the Board of Directors, the Officers of
the
Corporation, and certain administrative staff members of the Corporation, and
to
undertake for the Corporation consultation as to the company's public relations
and promotional activities involving the development of the
corporation.
AGREEMENT
Term
1.
The
respective duties and obligations of the contracting parties shall be for a
period of one year (365 days). Any renewal or extension of this Agreement must
be in writing and executed by both Parties of this Agreement.
Services
Provided by Consultant
2.
During
the term of this Agreement, Consultant will provide those services as requested
by the Corporation customarily provided from a public relations firm to a
Corporation, including but not necessarily limited to the
following:
(a)Aiding
the Corporation in developing a marketing plan directed at informing the public
as to the business of the Corporation; and
(b)Providing
assistance and expertise in devising an advertising campaign in conjunction
with
the marketing campaign as set forth in (a) above; and
(c)Aid
and consult the Corporation in the preparation and dissemination of press
releases and news announcements.
(d)Consultant
agrees to perform its consulting duties hereto as an independent contractor.
Nothing contained herein shall be considered as creating an employer-employee
relationship between the parties to this Agreement.
Compensation
3.
In
consideration for the services provided by Consultant to Corporation, the
Corporation shall pay to Consultant the total sum of Eleven 'Thousand dollars
($11,000.00) and 250,000 (Two Hundred Fifty Thousand) shares of the common
stock
of Signet Entertainment Corporation. Said fees and sleek amount shall he paid
to
Consultant no later than one (1) year from the date of this
Agreement.
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Representations
of Corporation
4. (a)
The
Corporation, upon entering this Agreement, hereby warrants and guarantees to
the
Consultant that all statements, either written or oral, made by the Corporation
to the Consultant are true and accurate, and contain no misstatements of a
material fact. The Corporation acknowledges that the information it delivers
to
the Consultant may be used by the Consultant in preparing materials regarding
the Company's business, and may include but will not be necessarily limited
to,
its financial condition, for dissemination to the public. Therefore, the
Corporation shall hold harmless the Consultant form any and all errors.
omissions, misstatements, negligent or intentional misrepresentations, in
connection with all information furnished by Corporation to Consultant, in
accordance with and pursuant to the terms and conditions of this Agreement
for
whatever purpose or purposes the Consultant sees fit to use said
information.
Limited
Liability
5. With
regard to the services to he performed by the Consultant pursuant to the terms
of this Agreement, the Consultant shall not he liable to the Corporation. or
to
anyone who may claim any right due to any relationship with the Corporation,
or
any acts or omissions in the performance of services on the part of the
Consultant, or on the part of the agents or employees of the Consultant, except
when said acts or omissions of the Consultant are due to its willful misconduct
or culpable negligence.
Termination
6. This
Agreement may be terminated by either party upon the giving of not less than
10
days written notice, delivered to the parties at such address or addresses
as
set forth in Paragraph 7. below. In the event this Agreement is terminated
by
the Corporation, all compensation due to Consultant under the terms of this
Agreement, inclusive of both money and stock, shall be deemed earned and will
be
paid according to the terms listed in Paragraph 3 of this Agreement. In the
event this Agreement is terminated by Consultant. all monetary fees of this
agreement shall be deemed earned, however Consultant will receive no stock
in
the Corporation, and Consultant will immediately return to Corporation all
material, whether printed or electronic, received by Consultant to assist
Consultant in the performance of Consultant's duties under the terms of this
Agreement_
Notices
Notices
to he sent pursuant to the terms and conditions of this Agreement, shall be
sent
as follows:
As
to Consultant:
Merriam
Xxxx Xxxxx
0000
Xxxx
Xxxxxxx X #000
Xxxxxxx
Xxxxx, XX. 00000
As
to Corporation:
Signet
Entertainment Corporation
000
Xxxxx
Xxxxxx Xxxxx #000
Xxxx
Xxxxx, XX 00000
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Attorneys'
Fees
8. In
the
event any litigation or controversy, including arbitration, arises out of or
in
connection with this Agreement between the parties hereto, the prevailing party
in such litigation, arbitration or controversy, shall be entitled to recover
from the other party or parties, all reasonable attorneys' fees, expenses and
suit costs, including those associated within the appellate or post judgment
collection proceedings.
Arbitration
9. In
connection with any controversy or claim arising out of or relating to this
Agreement, the parties hereto agree that such controversy shall be submitted
to
arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S.
Code
Section 901 et set!), and shall be conducted in accordance with the Rules of
the
American Arbitration Association, Any judgment rendered as a result of the
arbitration of any dispute herein, shall upon being rendered by the arbitrators
he submitted to a Court of competent jurisdiction within Palm Beach County
in
the State of Florida.
Governing
Law
10. This
Agreement shall be construed under and in accordance with the laws of the State
of' Florida, and all obligations of the parties created under it are performed
in Palm Beach County. Florida. Further, in any controversy arising out of this
Agreement, wherein arbitration is elected, the venue for said arbitration shall
he in Palm Beach County. Florida, and all parties hereby consent to that venue
as the proper jurisdiction for said proceedings provided herein.
Parties
Bound
11. This
Agreement shall be binding on an inure to the benefit of the contracting parties
and their respective heirs, executors, administrations, legal representatives,
successors, and assigns when permitted by this Agreement.
Legal
Construction
12. In
case
any one or more of the provisions contained in this Agreement shall for any
reason be held to he invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceable shall not effect any other provision,
and this Agreement shall he construed as if the invalid. illegal. or
unenforceable provision had never been contained in it.
Modifications
13.
This
Agreement may only be modified or changed by written agreements signed by all
parties.
Multiple
Copies or Counterparts of Agreement
The
original and one or more copies of this Agreement may be executed by one or
more
of the parties hereto. In such event, all of such executed copies shall have
the
same force and effect as the executed original, and all of such counterparts
taken together shall have the effect of a fully executed original. Further,
this
Agreement may be signed by the parties and copies hereof delivered to each
party
by way of facsimile transmission, and such facsimile copies shall be deemed
original copies for all purposes if original copies of the parties' signatures
are not delivered.
Headings
Headings
used throughout this Agreement arc for reference and convenience, and in no
way
define, limit or describe the scope or intent of this Agreement or effect its
provisions.
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16.
Consultant agrees that during the course of his Consulting Term and at any
time
after termination, he will keep in strictest confidence, and will not disclose
or make accessible to any other person without the written consent of the
Company, the Company's products, services and technology, both current and
under
development, promotion and marketing programs, lists, trade secrets and other
confidential and proprietary business information of the Company or arty of
its
clients and third parties including, without limitation, Proprietary
Information. Consultant agrees: (i) not to use any such Confidential Information
for himself or others; and (ii) not to take any such material or reproductions
thereof From the Company's facilities at any time during the Consulting Term
except, in each case, as required in connection with Consultant's duties to
the
Company.
IN
WITNESS WHEREOF, the parties have set their hands and seal as of the date
written below.
For
Signet Entertainment Corporation For
Consultant:
By:
/s/
Xxxxxx Xxxxxxxxx BY:
/s/
Merriam Xxxx Xxxxx
Xxxxxx
Xxxxxxxxx, President Merriam
Xxxx Xxxxx
DATE:
06/29/05 DATE:
06/29/05
