CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") dated and effective as of
August 23, 2005 (the "Effective Date") is entered into by and between InfoSearch
Media, Inc., a Delaware corporation, with its principal place of business
located at 0000 Xxx Xxx Xxxxxx, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 its affiliates,
subsidiaries, successors and assigns (the "Company") and Xxxxxxx Xxxxxx, an
individual residing at 0000 Xxxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the
"Consultant").
1. Engagement. The Company hereby agrees to retain the Consultant, and
the Consultant agrees to be engaged by the Company in accordance with the terms
and subject to the conditions of this Agreement, commencing on the Effective
Date and ending twelve (12) months thereafter unless earlier terminated in
accordance with the provisions of Section 8 below (the "Term").
2. Scope of Engagement. During the Term, the Consultant agrees to
provide strategic and financial advisory services to the Company as may be
directed by the Company's Chief Executive Officer or by its Board of Directors
(the "Board"), as appropriate.
3. Independent Contractor. Consultant agrees and acknowledges that he
is an independent contractor and not an employee of the Company. This Agreement
does not grant any authority to Consultant to act for the Company as its agent
or make commitments for the Company, any such authority existing only in
Consultant's capacity as a member of the Board. Consultant retains discretion in
performing the tasks assigned to it within the scope of this Agreement, to be
performed subject to the satisfaction of the Company. Consultant further agrees
that other than expressly provided for in this Agreement, he shall be solely
responsible for any and all taxes due and owing on amounts to be paid to
Consultant under this Agreement. Consultant agrees to indemnity and hold
harmless the Company for any amounts any government agency or entity determines
should have been withheld from payments to Consultant as wages and for any
liability assessed by any governmental agency for failure to withhold from such
payments, including, but not limited to, fines, penalties or interest. The terms
of this Section 3 shall survive termination or cancellation of this Agreement.
4. Compensation.
(a) Base Payments. During the Term of this Agreement, the Company
shall pay, and the Consultant agrees to accept, in consideration for the
Consultant's services hereunder, pro rata semi-monthly payments of the annual
consulting fee of $100,000.
(b) Bonus Payments. During the Term of this Agreement, the
Consultant shall be entitled to a quarterly bonus in an amount not to exceed
$25,000 for each quarter (or pro-rata portion thereof in the case of a period of
less than three (3) months) within the Board's sole discretion based on its
review of the operating performance of the Company during the quarter to which
the bonus pertains. Such review by the Board shall be based on an evaluation of
the Company's results of operations relative to the Company's achievement of
certain milestones established for the Company's operational performance and
milestones established for the Consultant's performance that shall be agreed to
by the Consultant and the Board within ninety (90) days of the date hereof. Each
quarterly bonus shall be paid by the Company to the Consultant promptly after
the first meeting of the Board following the closing of the quarter in question,
but in no case later than 45 days after the closing of each quarter.
5. Business Expenses. During the Term of this Agreement, the Consultant
shall be entitled to payment or reimbursement of any and all reasonable expenses
paid or incurred by him in connection with and related to the performance of his
duties and responsibilities hereunder for the Company. All requests by the
Consultant for payment of reimbursement of such expenses shall be supported by
appropriate invoices, vouchers, receipts or such other supporting documentation
in such form and containing such information as the Company may from time to
time reasonably require, evidencing that the Consultant, in fact, incurred or
paid said expenses.
6. Work for Hire Arrangement. The Consultant acknowledges and
understands that his relationship to the Company is that of an independent
contractor under a "work for hire" arrangement. The Company and the Consultant
hereby agree that all work product developed or produced by the Consultant as a
result of or in connection with the performance by the Consultant of his
services under this Agreement shall be deemed to be owned by the Company, and
Consultant hereby assigns the ownership thereof to the Company. The Consultant
and the Consultant agree to execute and provide the Company documentation
satisfactory to the Company to assure or perfect the recordation of such right,
title and interest in and to all such work product. In addition, to the extent
that any such work product may, under any applicable law, be considered not to
be a work made for hire, the Consultant hereby assigns to the Company on an
exclusive basis any and all right, title and interest in and to such work
product, and to any and all intellectual property rights associated therewith or
arising therefrom. The Consultant also agrees that he will, on request by the
Company, execute any and all further assignments and recordation documents
necessary to record or further perfect the ownership in the Company of all such
work product and all intellectual property rights associated therewith, and will
cooperate with and assist the Company in the protection and enforcement of the
Company' rights in such work product. If by operation of law the Consultant is
deemed to retain any rights in or to the intellectual property in or associated
with any such work product, he hereby waives all such rights. Further, the
Consultant does hereby assign to the Company all intellectual property rights in
and to any work created by him for the Company prior to the date hereof.
7. Restricted Stock Awards.
(a) Grant of Restricted Stock. Within one hundred and eighty (180)
calendar days after the Effective Date of this Agreement, the Company shall
grant to the Consultant 675,000 shares of Restricted Stock under the Company's
2004 Stock Option Plan (the date of such grant shall be referred to herein as
the "Grant Date"). Provided that this Agreement has not been terminated by the
Company for Cause pursuant to Section 8(c)(i)(a) or by the Consultant pursuant
to Section 8(e)(i) under circumstances where the Consultant also resigns from
the Board, the aforementioned shares of Restricted Stock shall vest on the dates
outlined below:
(i) 225,000 shares of Restricted Stock on January 4, 2006;
(ii) 150,000 shares of Restricted Stock on February 23, 2006;
(iii) 150,000 shares on April 23, 2006; and
(iv) 150,000 shares on August 23, 2006.
Notwithstanding the forgoing, in the event that the Company does not complete an
Approved Financing by August 23, 2006, then all 675,000 shares of Restricted
Stock granted pursuant to this Section 7(a) shall vest at that time.
(b) Taxes. The Company will permit the Consultant to participate
as a selling stockholder in one or more Approved Financings in order to enable
the Consultant to satisfy his tax obligations incident to the Restricted Stock
award set forth above. In the event (a) the Company is unable to complete a
financing transaction or is unable to complete a transaction with net proceeds
in excess of $2 million prior to the date the tax is due or (b) the Executive
does not participate as a selling stockholder in any such financing, then the
Company will, by January 15, 2006, pay to the Executive the amount required to
satisfy the Executive's full tax liability; provided, however, that the
Company's obligation to pay such amount shall be conditioned on the Consultant's
filing of an 83(b) election within 15 business days of the Grant Date.
(c) Other Benefits. Notwithstanding anything to the contrary in
past practice of the Company, the Company shall maintain in effect and good
standing a directors and officers liability insurance policy covering the
Consultant in his capacity as a member of the Board having a coverage amount of
not less than $10,000,000. The Company will provide Consultant with a monthly
stipend of $800 for the purchase of benefits.
8. Termination of Agreement.
(a) "Death." In the event that, during the Term of this Agreement,
the Consultant dies, this Agreement shall automatically terminate and the
Company shall have no further obligations to the Consultant or his heirs,
administrators or executors with respect to compensation and benefits accruing
thereafter, except for the obligation to pay the Consultant's heirs,
administrators or executors any earned but unpaid compensation pursuant to
Section 4.
(b) "Disability." In the event that, during the Term of this
Agreement, the Consultant shall be prevented from performing his duties and
responsibilities hereunder to the full extent required by the Company by reason
of Disability, as defined hereinbelow, this Agreement shall automatically
terminate and the Company shall have no further obligations to the Consultant or
his heirs, administrators or executors with respect to compensation accruing
thereafter, except for the obligation to pay the Consultant's heirs,
administrators or executors any earned but unpaid compensation pursuant to
Section 4. For purposes of this Agreement, "Disability" shall mean a physical or
mental disability that, in the Board's discretion, based upon the medical
opinions of two qualified physicians specializing in the area or areas of the
Consultant's affliction, one of whom shall be chosen by the Board and one of
whom shall be chosen by the Consultant, prevents the performance by the
Consultant, with or without reasonable accommodation, of his duties and
responsibilities hereunder for a continuous period of not less than six
consecutive months.
(c) "Cause."
(i) At any time during the Term of this Agreement, the
Company may terminate this Agreement for "Cause." For purposes of this
Agreement, "Cause" shall mean: (a) the willful and continued failure of the
Consultant to perform substantially his services to the Company (other than any
such failure resulting from a Disability) after a written demand by the Board
for substantial performance is delivered to the Consultant by the Company, which
specifically identifies the manner in which the Board believes that the
Consultant has not substantially performed the services contemplated hereby,
which willful and continued failure is not cured by the Consultant within thirty
(30) days of his receipt of said written demand; (b) the conviction of, or plea
of guilty or nolo contendere to a felony; or (c) fraud, dishonesty, competition
with the Company in violation of Section 10, unauthorized use of any of the
Company's or any subsidiary's trade secrets or confidential information, or
gross misconduct which is materially and demonstratively injurious to the
Company. Termination under Sections 8(c)(i)(b) and 8(c)(i)(c) above shall not be
subject to cure.
(ii) Termination of this Agreement for "Cause" pursuant to
Section 8(c)(i)(a) shall be made by delivery to the Consultant of a copy of the
written demand referred to in Section 8(c)(i)(a), or pursuant to Sections
8(c)(i)(b) or (c) by delivery to the Consultant of a written notice from the
Board, either of which shall specify the basis of such termination, the conduct
justifying such termination, and the particulars thereof and finding that in the
reasonable judgment of the Board, the conduct set forth in Sections 8(c)(i)(a),
8(c)(i)(b) or 8(c)(i)(c), as applicable, has occurred and that such occurrence
warrants the termination of this Agreement. Upon receipt of such demand or
notice, the Executive shall be entitled to appear before the Board for the
purpose of demonstrating that "Cause" for termination does not exist or that the
circumstances which may have constituted "Cause" have been cured in accordance
with the provisions of Section 8(c)(i). No termination shall be final until the
Board has reached a determination regarding "Cause" following such appearance.
(iii) Upon termination of this Agreement for "Cause," the
Company shall have no further obligations or liability to the Consultant or his
heirs, administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Consultant's heirs,
administrators or executors any earned but unpaid compensation pursuant to
Section 4.
(d) "Good Reason."
(i) At any time during the Term of this Agreement, subject
to the conditions set forth in Section 8(d)(iii) below, the Consultant may
terminate this Agreement for "Good Reason." For purposes of this Agreement,
"Good Reason" shall mean a material breach of this Agreement by the Company. For
purposes of this Agreement, a material breach shall include a change in control.
(ii) For purposes of this Agreement, "Change of Control"
means the Company's Board votes to approve: (a) any consolidation or merger of
the Company pursuant to which 50 percent or more of the outstanding voting
securities of the surviving or resulting company are not owned collectively by
the common share and warrant holders of the Company as of the Effective Date
(the "Current Control Group"); (b) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company other than any sale, lease,
exchange or other transfer to any company where the Company owns, directly or
indirectly, 100 percent of the outstanding voting securities of such company
after any such transfer; (c) any person or persons (as such term is used in
Section 13(d) of the Exchange Act of 1934, as amended), other than the Current
Control Group, shall acquire or become the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act) whether directly, indirectly, beneficially
or of record, of 50 percent or more of outstanding voting securities of the
Company; or (d) commencement by any entity, person, or group (including any
affiliate thereof, other than the Company) of a tender offer or exchange offer
where the offeree acquires more than fifty (50%) percent of the then outstanding
voting securities of the Company.
(iii) The Consultant shall be entitled to terminate this
Agreement for "Good Reason" provided that he has delivered written notice to the
Company of his intention to terminate this Agreement for "Good Reason" within
fifteen (15) business days after the date on which the Consultant obtains actual
knowledge of a breach by the Company of this Agreement. Such notice, if given by
the Consultant pursuant to Section 8(d)(iii) hereof, shall specify in reasonable
detail the circumstances claimed to provide the basis for such termination for
"Good Reason." Notwithstanding the foregoing, the Consultant shall not be
entitled to terminate this Agreement if the Company has eliminated the
circumstances constituting "Good Reason" within 30 days of its receipt from the
Consultant of the written notice described in this Section 8(d)(iii).
(iv) In the event that the Consultant terminates this
Agreement for "Good Reason," the Company shall pay or provide to the Consultant
(or, following his death, to the Consultant's heirs, administrators or
executors): (a) any earned but unpaid compensation pursuant to Section 4. In
addition, the Company shall pay the Consultant an amount in cash equal to the
sum of the semi-monthly payments due under Section 4 through the end of the Term
as would have been due had the Agreement not been terminated pursuant to this
Section 8(d)(iv). In addition, any unvested shares of Restricted Stock granted
pursuant to Section 7(a) will automatically vest in the event that the
Consultant terminates this Agreement with the Company pursuant to this Section
8(d)(iv).
(e) For "Convenience."
(i) By the Consultant. At any time during the Term of this
Agreement, the Consultant shall be entitled to terminate this Agreement without
"Cause" or "Good Reason" as these terms are defined hereinabove, by providing
prior written notice of at least forty-five (45) days to the Company. Upon
termination by the Consultant of this Agreement pursuant to this Section
8(e)(i), the Company shall have no further obligations to the Consultant or his
heirs, administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Consultant's heirs,
administrators or executors any earned but unpaid compensation pursuant to
Section 4.
(ii) By The Company. At any time during the Term of this
Agreement, the Company shall be entitled to terminate this Agreement by
providing written notice to the Consultant at least forty-five (45) days prior
to the termination date. Upon termination by the Company of this Agreement
without Cause, the Company shall pay or provide to the Consultant (or, following
his death, to the Consultant's heirs, administrators or executors): (a) any
earned but unpaid compensation pursuant to Section 4. In addition, so long as
Consultant has not and does not violate the provisions of Sections 3, 6, 9 and
10 of this Agreement, the Company shall pay the Consultant an amount in cash
equal to the sum of the semi-monthly payments due under Section 4 through the
end of the Term as would have been due had the Agreement not been terminated
pursuant to this Section 8(e)(ii). In addition, any unvested shares of
Restricted Stock granted pursuant to Section 7(a) will automatically vest in the
event that the Company terminates this Agreement pursuant to this Section
8(e)(ii).
9. Confidential Information.
(a) The Consultant expressly acknowledges that, in the performance
of his duties and responsibilities with the Company, he has been exposed, and
will be exposed, to the trade secrets, business and/or financial secrets and
confidential and proprietary information of the Company, its affiliates and/or
its clients or customers ("Confidential Information"). The term "Confidential
Information" means, without limitation, information or material that has actual
or potential commercial value to the Company, its affiliates and/or its clients
or customers and is not generally known to and is not readily ascertainable by
proper means to persons outside the Company, its affiliates and/or its clients
or customers.
(b) Except as authorized in writing by the Board, during the
performance of the Consultant's duties and responsibilities for the Company and
until such time as any such Confidential Information becomes generally known to
and readily ascertainable by proper means to persons outside the Company, its
affiliates and/or its clients or customers, the Consultant agrees to keep
strictly confidential and not use for his personal benefit or the benefit to any
other person or entity the Confidential Information, whether or not prepared or
developed by the Consultant. Confidential Information includes, without
limitation, the following, whether or not expressed in a document or medium,
regardless of the form in which it is communicated, and whether or not marked
"trade secret" or "confidential" or any similar legend: (i) lists of and/or
information concerning customers, suppliers, employees, consultants, and/or
co-venturers of the Company, its affiliates or its clients or customers; (ii)
information submitted by customers, suppliers, employees, consultants and/or
co-venturers of the Company, its affiliates and/or its clients or customers;
(iii) information concerning the business of the Company, its affiliates and/or
its clients or customers, including, without limitation, cost information,
profits, sales information, prices, accounting, unpublished financial
information, business plans or proposals, markets and marketing methods,
advertising and marketing strategies, administrative procedures and manuals, the
terms and conditions of the Company's contracts and trademarks and patents under
consideration, distribution channels, franchises, investors, sponsors and
advertisers; (iv) technical information concerning products and services of the
Company, its affiliates and/or its clients or customers, including, without
limitation, product data and specifications, diagrams, flow charts, know how,
processes, designs, formulae, inventions and product development; (v) lists of
and/or information concerning applicants, candidates or other prospects for
employment, independent contractor or consultant positions at or with any actual
or prospective customer or client of Company and/or its affiliates, any and all
confidential processes, inventions or methods of conducting business of the
Company, its affiliates and/or its clients or customers; (vi) any and all
versions of proprietary computer software (including source and object code),
hardware, firmware, code, discs, tapes, data listings and documentation of the
Company, its affiliates and/or its clients or customers; (vii) any other
information disclosed to the Consultant by, or which the Consultant obtained
under a duty of confidence from, the Company, its affiliates and/or its clients
or customers; (viii) all other information concerning the Company not generally
known to the public which, if misused or disclosed, could reasonably be expected
to adversely affect the business of the Company, its affiliates and/or its
clients or customers.
(c) The Consultant affirms that he does not possess and will not
rely upon the protected trade secrets or confidential or proprietary information
of any other person or entity in providing services to the Company.
(d) In the event that this Agreement terminates for any reason,
the Consultant shall deliver forthwith to the Company any and all originals and
copies of Confidential Information.
10. Non-Competition And Non-Solicitation.
(a) The Consultant agrees and acknowledges that the Confidential
Information that the Consultant has already received and will receive are
valuable to the Company, its affiliates and/or its clients or customers, and
that its protection and maintenance constitutes a legitimate business interest
of Company, its affiliates and/or its clients or customers to be protected by
the non-competition restrictions set forth herein. The Consultant agrees and
acknowledges that the non-competition restrictions set forth herein are
reasonable and necessary and do not impose undue hardship or burdens on the
Consultant. The Consultant also acknowledges that the products and services
developed or provided by the Company, its affiliates and/or its clients or
customers are or are intended to be sold, provided, licensed and/or distributed
to customers and clients in and throughout the United States (the "Geographic
Boundary"), and that the Geographic Boundary, scope of prohibited competition,
and time duration set forth in the non-competition restrictions set forth below
are reasonable and necessary to maintain the value of the Confidential
Information of, and to protect the goodwill and other legitimate business
interests of, the Company, its affiliates and/or its clients or customers. The
Consultant also acknowledges that the business of the Company is content-based
search engine marketing firm utilizing content (i) developed through internal
and external resources and partners, (ii) licensed from third parties or (iii)
placed on a website by third parties (e.g., a blog or clearinghouse site) in
order to drive user traffic to advertisements relevant to such content, as well
as to client websites (the "Business of the Company").
(b) The Consultant hereby agrees and covenants that he shall not,
directly or indirectly, in any capacity whatsoever, including, without
limitation, as an employee, employer, consultant, principal, partner,
shareholder, officer, director or any other individual or representative
capacity (other than a holder of less than one percent (1%) of the outstanding
voting shares of any publicly held company), or whether on the Consultant's own
behalf or on behalf of any other person or entity or otherwise howsoever, during
the Consultant's employment with the Company in the Geographic Boundary:
(i) Engage, own, manage, operate, control, be employed by,
consult for, participate in, or be connected in any manner with the ownership,
management, operation or control of any business in competition with the
Business of the Company (as defined above) without written approval from the
Board of Directors;
(ii) Solicit, persuade or induce any customer of the Company
to terminate, reduce or refrain from renewing, extending, or entering into
contractual or other relationships with the Company or to become a customer of
or enter into any contractual or other relationship with any other individual,
person or entity for the purpose of purchasing competitive products or services;
or
(iii) Recruit, hire, induce, contact, divert or solicit, or
attempt to recruit, induce, contact, divert or solicit, any employee of the
Company to leave the employment thereof, whether or not any such employee is
party to an employment agreement.
(c) The limitations set forth in Section 10(i) shall not be
construed to apply to the Consultant's ownership or involvement with MCS
Ventures or Adapt Advertising to the extent such ownership or involvement, does
not materially interfere with the Consultant's duties and responsibilities to
the Company during the term of the Consultant's employment by the Company as set
forth in this Agreement.
(d) In the event that the Consultant is uncertain whether a
particular activity would be prohibited by this Section 10, he may request in
writing that the Board determine in advance whether such activity is prohibited.
If the Executive makes such a request, the Board shall make a determination as
soon as reasonably practicable and respond to him in writing.
11. Indemnification. The Company hereby covenants and agrees to
indemnify the Consultant to the fullest extent permitted by law and to hold the
Consultant harmless fully, completely, and absolutely against and in any
respects to any and all actions, suits, proceedings, claims, demands, judgments,
costs, expenses (including attorneys' fees), losses, and damages resulting from
the Consultant's good faith performance of his obligations pursuant to this
Agreement. The Company also hereby agrees to cover the Consultant under a
directors' and officers' liability insurance policy at all times, with such
coverage no less favorable than that given to other directors of the Company.
12. Dispute Resolution. The parties agree that any dispute or claim,
whether based on contract, tort, discrimination, retaliation, or otherwise,
relating to, arising from, or connected in any manner with this Agreement shall
be resolved exclusively through final and binding arbitration under the auspices
of the American Arbitration Association ("AAA"). The arbitration shall be held
in the Los Angeles, California. The arbitration shall proceed in accordance with
the rules of the AAA in effect at the time the claim or dispute arose, unless
other rules are agreed upon by the parties. The arbitration shall be conducted
by one arbitrator who is a member of the AAA, unless the parties mutually agree
otherwise. The arbitrators shall have jurisdiction to determine any claim,
including the arbitrability of any claim, submitted to them. The arbitrators may
grant any relief authorized by law for any properly established claim. The
interpretation and enforceability of this Section 12 shall be governed and
construed in accordance with the United States Federal Arbitration Act, 9.
U.S.C. ss.1, et seq. The Consultant hereby waives his right to have any dispute
heard by a court or jury, as the case may be, and agrees that his exclusive
procedure to redress any claims under this Agreement will be arbitration.
In the event of any legal action or other proceeding arising out of or
related to or for the enforcement of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees, costs and expenses
incurred in that action or proceeding, including attorneys' fees, costs and
expenses incurred on appeal, if any, in addition to any other relief to which
such party may be entitled, from the non-prevailing party, but only to the
extent permitted by applicable law.
13. Notice. For purposes of this Agreement, notices and all other
communications provided for in this Agreement or contemplated hereby shall be in
writing and shall be deemed to have been duly given when personally delivered,
delivered by a nationally recognized overnight delivery service or when mailed
United States Certified or registered mail, return receipt requested, postage
prepaid, and addressed as follows:
If to the Company:
InfoSearch Media, Inc.
0000 Xxx Xxx Xxxxxx
Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
If to the Consultant:
Xx. Xxxxxxx Xxxxxx
0000 Xxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
14. Miscellaneous.
(a) Telephones, stationery, postage, e-mail, the internet and
other resources made available to the Consultant by the Company, are solely for
the furtherance of the Company's business.
(b) All issues and disputes concerning, relating to or arising out
of this Agreement, without limitation, the construction and interpretation of
this Agreement, shall be governed by and construed in accordance with the
internal laws of the State of California, without giving effect to that State's
principles of conflicts of law. The Consultant hereby consents to jurisdiction
in the courts of California.
(c) The parties agree that any provision of this Agreement deemed
unenforceable or invalid may be reformed to permit enforcement of the
objectionable provision to the fullest permissible extent. Any provision of this
Agreement deemed unenforceable after modification shall be deemed stricken from
this Agreement, with the remainder of the Agreement being given its full force
and effect.
(d) The Company shall be entitled to equitable relief, including
injunctive relief and specific performance as against the Consultant, for the
Consultant's threatened or actual breach of Sections 3, 9 and 10 of this
Agreement, as money damages for a breach thereof would be incapable of precise
estimation, uncertain, and an insufficient remedy for an actual or threatened
breach of Sections 3, 9 and 10 of this Agreement. The parties agree that any
pursuit of equitable relief in respect of Sections 3, 9 and 10 of this Agreement
shall have no effect whatsoever regarding the continued viability and
enforceability of Section 12 of this Agreement.
(e) Any waiver or inaction by the Company or the Consultant for
any breach of this Agreement shall not be deemed a waiver of any subsequent
breach of this Agreement.
(f) The parties independently have made all inquiries regarding
the qualifications and business affairs of the other which either party deems
necessary. The Consultant affirms that he fully understands this Agreement's
meaning and legally binding effect. Each party has participated fully and
equally in the negotiation and drafting of this Agreement.
(g) The Consultant's obligations under this Agreement are personal
in nature and may not be assigned by the Consultant to any other person or
entity. This Agreement shall be enforceable by the Company and its parents,
affiliates, successors and assigns.
(h) This instrument constitutes the entire Agreement between the
parties regarding its subject matter. When signed by all parties, this Agreement
supersedes and nullifies all prior or contemporaneous conversations,
negotiations, or agreements, oral and written, regarding the subject matter of
this Agreement. In any future construction of this Agreement, this Agreement
should be given its plain meaning. This Agreement may be amended only by a
writing signed by the parties.
(i) This Agreement may be executed in counterparts, a counterpart
transmitted via facsimile, and all executed counterparts, when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
parties agree to execute any further or future documents which may be necessary
to allow the full performance of this Agreement. This Agreement contains
headings for ease of reference. The headings have no independent meaning.
Agreed to and accepted:
CONSULTANT COMPANY
Xxxxxxx Xxxxxx: InfoSearch Media, Inc.
By:
------------------------------------- ----------------------------------
Name:
--------------------------------
Title:
-------------------------------
Date: Date:
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