EXHIBIT 10.3
Consulting Agreement
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective
the 11th day of April 2000 by and between Capital Research Group Inc. (the
"Consultant"), whose principal place of business is 0000 Xxxxx Xxxxx Xxxxxx,
Xxxxxx, XX 00000, and Rainbow Network (the "Client"), whose principal place of
business is 000-00000 Xxxxxxxxxxx Xxx, Xxxxxxxx, X.X., Xxxxxx, X0X 0X0.
WHEREAS, the Consultant is in the business of providing services for management
consulting, business advisory, shareholder information and public relations; and
WHEREAS, the Client deems it to be in its best interest to retain the Consultant
to render to the Client such services as may be needed; and
WHEREAS, the Consultant is ready, willing and able to render such consultant and
advisory services to the Client.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows.
1. Consulting Services. The Client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. All services are outlined in the accompanying
proposal for client, attached hereto and made a part hereof.
It is acknowledged and agreed by the Client that the Consultant carries no
professional licenses, and is not rendering legal advice or performing
accounting services, nor acting as an investment advisor or broker/dealer
within the meaning of the applicable state and federal securities laws. The
services of the Consultant shall not be Exclusive nor shall the Consultant
be required to render any specific number of hours or assign specific
personnel to the Client or its projects.
2. Independent Contractor. The Consultant agrees to perform its consulting
duties hereto as an independent contractor. Nothing contained herein shall
be considered to as creating an employer-employee relationship between the
parties to this Agreement. The Client shall not make social security,
worker's compensation or unemployment insurance payments on behalf of
consultant. The Parties hereto acknowledge and agree that the consultant
cannot guarantee the results or effectiveness of any of the services
rendered or to be rendered by the Consultant. Rather, Consultant shall
conduct its operations and provide its services in a professional manner and
in accordance with good industry practice. The Consultant will use its best
efforts and does not promise results.
3. Time, Place and Manner of Performance. The Consultant shall be available
for advice and counsel to the officers and directors of the Client at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the
services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined at the sole
discretion of the Consultant.
4. Term of Agreement. The term of this agreement shall be six (6) months,
commencing on the date of this Agreement, subject to prior termination as
hereinafter provided.
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5. Compensation. The Client shall provide to the Consultant, compensation for
its services hereunder, in the amounts and at the times set forth in the
Proposal attached hereto and made a part hereof. Any shares shall be
unrestricted as to transferability and the Certificates shall not bear any
legends or restrictions.
6. Termination.
(a) The Consultant's relationship with the Client hereunder may be
terminated for any reason whatsoever, at any time, by either party, upon
three (3) days written prior notice.
(b) This Agreement shall automatically terminate upon the dissolution,
bankruptcy or insolvency of the Client or the Consultant.
(c) This Agreement may be terminated by either party upon giving written
notice to the other party if the other party is in default hereunder and
such default is not cured within fifteen (15) days of receipt of written
notice of such default.
(d) The Consultant and the Client shall have the right and discretion to
terminate this Agreement should the other party in performing their
duties hereunder, violate any law, ordinance, permit or regulation of
any governmental entity, except for violations which either singularly
or in the aggregate do not have or will not have a material adverse
effect on the operations of the Client.
(e) In the event of any termination hereunder, all shares or funds paid to
the Consultant through the date of termination shall be fully earned and
non-refundable and the parties shall have no further duties or
responsibilities to each other except that the Client shall be
responsible to make any and all payments, if any, due to the Consultant
through the date of the termination and the Consultant shall be
responsible to comply with the provisions of section 8 hereof.
7. Work Product. It is agreed that all information and materials produced for
the Client shall be the property of the Consultant, free and clear of all
claims thereto by the Client, and the Client shall retain no claim of
authorship therein.
8. Confidentiality. The Consultant recognizes and acknowledges that it has and
will have access to certain confidential information of the Client and its
affiliates that are valuable, special and unique assets and property of the
Client and such affiliates. The Consultant will not, during the term of this
Agreement, disclose, without the prior written consent or authorization of
the Client, any of such information to any person, for any reason or purpose
whatsoever. In this regard, the Client, agrees that such authorization or
consent to disclose may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision or statute,
rule, regulation or procedure under which the confidentiality of the
information is maintained in the hands of the person to whom the information
is to be disclosed or in compliance with the terms of a judicial order or
administrative process.
9. Conflict of Interest. The Consultant shall be free to perform services for
other persons. The Consultant will notify the Client of its performance of
consultant services for any other person, which could conflict with its
obligations under the Agreement. Upon receiving such notice, the Client may
terminate this Agreement or consent to the Consultant's outside consulting
activities; failure to terminate this Agreement, within seven (7) business
days of receipt of written notice of conflict, shall constitute the Client's
ongoing consent to the Consultant's outside consulting services.
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10. Disclaimer of Responsibility for Act of the Client. In no event shall the
Consultant be authorized or required by this Agreement to represent or make
management decisions for the Client. The Consultant shall under no
circumstances be made liable for any expense incurred or loss suffered by
the Client as a consequence of such decisions made by the Client or any
affiliates or subsidiaries of the Client.
11. Indemnification.
(a) Indemnity by the Client. The Client shall protect, defend, indemnify
and hold Consultant and its assigns and attorneys, accountants,
employees, officers and directors harmless from and against all losses,
liabilities, damages, judgments, claims, counterclaims, demands,
actions, proceedings, costs, and expenses (including reasonable
attorneys' fees) of every kind and character resulting from, relating
to or arising out of (a) the inaccuracy, non-fulfillment or breach of
any representation, warranty, covenant or agreement made by the Client
herein; or (b) negligent or willful misconduct by the Client, occurring
during the term thereof with respect to any of the decisions made by
the Client; or (c) a violation of state or federal securities law which
causes Consultant damage.
(b) Indemnity by the Consultant. The Consultant will protect, defend,
indemnify and hold Client and its assigns and attorneys, accountants,
employees, officers and directors harmless from and against all losses,
liabilities, damages, judgments, claims, counterclaims, demands,
actions, proceedings, costs, and expenses (including reasonable
attorneys' fees) of every kind and character resulting from, relating
to or arising out of (a) the inaccuracy, non-fulfillment or breach of
any representation, warranty, covenant or agreement made by the
Consultant herein; or (b) negligent or willful misconduct by the
Consultant, occurring during the term thereof with respect to any of
the decisions made by the Consultant; or (c) as a result of the
Consultant, agents, or employees of the Consultant being found guilty
of a violation of state or federal securities law which causes the
Client damage.
12. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail, or by Federal Express or other recognized overnight courier
to the principal office of each party.
13. Waiver of Breach. Any waiver by either party of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any party.
14. Assignment. This Agreement and the rights and obligations of the
Consultant hereunder shall not be assignable without the written consent
of the Client.
15. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Florida and that in any action,
special proceeding or other proceeding that may be brought arising out of,
in connection with or by reason of this Agreement, the law of the State of
Florida shall be applicable and shall govern to the exclusion of the law of
any other forum, without regard to the jurisdiction on which any action or
special proceeding may be instituted.
16. Severability. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent
court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.
17. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties.
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18. Waiver and Modification. Any waiver, alteration, or modification of any of
the provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, may waive any of its
rights hereunder without affecting a waiver with respect to any subsequent
occurrences or transactions hereof.
19. Binding Arbitrations. Any controversy between the parties hereto arising
out of our relating to this agreement or breach thereof, including but not
limited to the performance of the whole or any part of this agreement or
involving the construction or application of any of the terms, covenants,
or conditions of this agreement shall on the written request of one party
served upon the other, be submitted to arbitration, and such arbitration
shall comply with and be governed by the provisions of the Federal
Arbitration Act ("FAA") as it may be amended; Provided, that Arbitration
shall be conducted in Dade County, Florida and be conducted by the American
Arbitration Association ("AAA"). The FAA roles shall apply, and the AAA
rules shall apply if not in conflict with the FAA rules. All evidence
shall be subject to the Federal Rules of Civil Evidence.
20. Counterparts and Facsimile Signature. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed
an original but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
IN WITNESS WHEREOF, the parties hereto have a duly executed and delivered this
Agreement effective as of the date set forth above.
CONSULTANT
Capital Research Group Inc.
BY:____________________________________ DATE:_____________________
Xxxxxxx X. Xxxxxxxxxx President/CEO
For: Rainbow Network
BY: /s/ Xxxx Xxxxxxxxx DATE: 4/11/00
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Xxxx Xxxxxxxxx Assistant Secretary
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