Consulting Agreement
Exhibit 10.1
This Consulting Agreement (Agreement) is to be effective as of February 20, 2008 by and between Destination Television, Inc. (Company) with offices located at 000 Xxxxx Xxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx Xxxxxxx 00000 and Xxxxxx Xxxxxxxx, (Consultant) having his principal address at 00000 Xxxxxx Xxx, Xxxx Xxxxx, Xxxxxxx 00000.
For the purposes of this Agreement, either of the above shall be referred to as a Party and collectively as the Parties.
The Parties hereby agree as follows:
1. APPOINTMENT OF XXXXXX XXXXXXXX. Company hereby appoints Consultant and Consultant hereby agrees to render services to Company as a Marketing and Sales Representative.
2. SERVICES. During the term of this Agreement, Consultant shall provide advice to, undertake for, and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its and his overall progress, needs, and conditions. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby:
a. The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products, and services;
b. The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services;
c. Advise the company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company;
d. The identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, business acquisitions, and advise with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and
e. Advice and recommendation regarding terms and content of bank loans and institutional loans.
f. Make introductions and assist in closing contracts for media placement.
g. Development of a plan for fitness center consultation.
h. Development of an overall market plan for hotel locations.
3. TERM. The term (Term) of this Consulting Agreement shall be for a period of twelve (12) months commencing on the date hereof. Either party hereto shall have the right to terminate this Agreement, without cause upon thirty (30) days prior written notice. In addition, either party shall have the right to terminate this Agreement pursuant to applicable law.
4. COMPENSATION. Upon execution of this Agreement, Company will issue to Consultant 2.5 million shares of its common stock, at par value ($0.0001 per share). Upon satisfactory performance of Consultant's services, Company will issue an additional 2.5 million shares of such common stock, at par value, 120 days from the execution of this Agreement. In addition, upon execution of this Agreement, Company will grant to Consultant options to purchase a total of eight million shares of the Company's common stock. The options will expire one year from the date of this Agreement and shall be exercisable as follows: two million shares at $0.05 per share; two million shares at $0.07 per share; two million shares at $0.08 per share; and two million shares at $0.10 per share. Payment for the options shall be made by wire transfer to the Company's bank account at the time of exercise. If the Agreement is terminated in accordance with Paragraph 3, above, any unexercised options will expire 30 days after written notice of termination has been given by either party.
5. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for his own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information designated as confidential by Company which is acquired by Consultant in the course of performing services hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed in any manner without the prior written approval of Company.
6. INDEMNIFICATION. Company, its agents or assignees hereby agree to indemnify and hold Consultant harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorney's fees, collectively the Liabilities) jointly and severally, arising from the performance of this Consulting Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that Consultant breached this Agreement, was negligent, and/or engaged in gross recklessness and willful misconduct in the performance of his services hereunder.
7. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an independent contractor. Consultant shall not hold himself out as, nor shall he take any action from which others might infer that he is an agent of or a joint venture of Company.
8. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed; nor can any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement shall be governed by the laws of the State of Florida without reference to the conflict of laws principles thereof. In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall be entitled to reasonable attorney's fees.
9. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given upon personal delivery or fax , or seven business days after deposit in the United States Postal Service, or three business days after mailing by express courier or registered or certified mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the above addresses or at such other addresses as a Party may designate by ten days advance written notice to each of the other Parties at the address above and to the attention of the persons that have signed below.
Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting Agreement where provided and returning it to us at your earliest convenience.
All Parties signing below do so with full authority:
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Party Receiving Services: |
Party Providing Services : |
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/s/ Xxxxxx Xxxxx Xxxxxxx |
/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxx Xxxxxxx, CEO |
Xxxxxx Xxxxxxxx |
