INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective
this 1st day of November 2005, by and between Xxxxx Xxxxx Xxxx ("Consultant")
and Entertainment Is Us, Inc., a Delaware corporation ("Company")
WHEREAS, the Company engaged Consultant to perform certain services for the
Company, pursuant to the terms and conditions stated in this Agreement, and
WHEREAS, Consultant performed certain services for Company, pursuant to the
terms and conditions stated herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, the parties agreed as follows:
1. Services to be Performed. Company desires that Consultant perform, and
Consultant agrees to perform the following services for the Company in the
indicated capacities:
o Actively attempt to locate a suitable merger candidate as well as analyze
and perform proper due diligence functions through consummation of such
transaction. In the event that Company identifies such a candidate,
Consultant shall assist Company in the foregoing functions, at no
additional expense to the Company, in order to consummate such merger.
Consultant shall spend no less than 15 hours per month performing the
duties enumerated herein.
2. Consultant's Performance. All work done by Consultant shall be of the
highest professional standard and shall be performed to Company's reasonable
satisfaction.
3. Status. Consultant's status under this Agreement shall be that of an
independent consultant, and not that of an agent or employee. Consultant
warrants and represents that he has complied with all federal, state and local
laws regarding business permits and licenses that may be required for him to
perform the work as set forth in this Agreement.
4. Terms of Compensation. In the event Consultant successfully performs all
services found in Section 1 of this Agreement, Company shall compensate
Consultant by issuing him Four Million (4,000,000) shares of common stock
("Shares"). Within 30 days after the completion of such a merger, including the
filing of a current report on Form 8-K with the United States Securities and
Exchange Commission with the required financial statements, the Company shall
file a registration statement on Form S-8 and the Consultant shall have the
right to register the Shares pursuant to that registration statement or if such
form of registration statement is no longer available to Consultant as a result
of the adoption of new laws with respect to such form.
5. Reimbursement of Expenses. Company shall reimburse Consultant for
reasonable monthly expenses provided the expenses are documented in writing by
Consultant to the satisfaction of the Company.
6. Termination. This Agreement may be terminated at anytime by Consultant
during the term hereof with 90 days written notice. Further, this Agreement may
be terminated by the Company for Cause (as that term is defined below) with 90
days written notice. In the event Company dismisses Consultant for Cause then
Company's obligations to Consultant shall be limited to the compensation earned
up to the date of Consultant's termination for Cause.
(a) Definition of Cause. "Cause" shall mean:
(i) any action by Consultant which constitutes dishonesty
relating to Company, a willful violation of law (other than traffic
offenses and similar minor offenses) or a fraud against Company;
(ii) Consultant is charged by indictment for, is convicted of or
pleads guilty to a felony or other crime;
(iii) misappropriation of Company's funds or assets by Consultant
for his personal gain;
(iv) willful misconduct by Consultant relating to Company,
including, without limitation, willful failure to perform stated
duties or to follow legitimate directions of his superiors;
(v) the continual or frequent possession by Consultant of an
illegal substance or abuse by Consultant of a controlled substance or
alcohol resulting in a pattern of behavior disruptive to the business
operations of Company;
(vi) failure by Consultant to perform Consultant's duties and
responsibilities to Company in a competent manner;
(vii) any material violation by Consultant of any covenant
contained in this Agreement, including covenants related to
confidentiality; and
(viii) any other willful misconduct which materially injures
Company.
Subject to this Section 6, in the event that the Company terminates this
Agreement for any reason other than "For Cause", Consultant shall receive
all benefits pursuant to Section 4 of this Agreement as if Consultant
satisfactorily performed all required duties during the Term of this
Agreement.
7. Federal, State and Local Payroll Taxes. Company will not withhold or pay
on behalf of Consultant or any of its employees: (a) federal, state or local
income taxes; or (b) any other payroll tax of any kind. In accordance with the
terms of this Agreement and the understanding of the parties herein, Consultant
shall not be treated as an employee with respect to the services performed
hereunder for federal, state or local tax purposes.
8. Fringe Benefits. Because Consultant is engaged in its own independent
consulting business, it is not eligible for, nor entitled to, and shall not
participate in, any of Company's pension, health or other fringe benefit plans,
if any such plans exist. Such participation in these fringe benefits plans is
limited solely to Company's employees.
9. Notice to Consultant Regarding Tax Liability. Consultant understands
that he is responsible to pay his income tax in accordance with federal, state
and local law. Consultant further understands that he is liable for Social
Security, ("FICA") tax, to be paid in accordance with all applicable laws.
10. Confidentiality. During the term of this Agreement, and thereafter in
perpetuity, Consultant shall not, without the prior written consent of Company,
disclose to anyone any Confidential Information. "Confidential Information" for
the purposes of this Agreement shall include Company's proprietary and
confidential information such as, but not limited to, customer lists, business
plans, marketing plans, financial information, designs, drawing, specifications,
models, software, source codes and object codes. Confidential Information shall
not include any information that: (a) is disclosed by Company without
restriction; (b) becomes publicly available through no act of Consultant; or (c)
is rightfully received by Consultant.
11. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. Headings. The headings in this Agreement are inserted for convenience
only and shall not be used to define, limit or describe the scope of this
Agreement or any of the obligations herein.
13. Final Agreement. This Agreement constitutes the final understanding and
agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations, understandings and agreements between the
parties, whether written or oral. This Agreement may be amended, supplemented or
changed only by an agreement in writing signed by both of the parties.
14. Notice. Any notice required to be given or otherwise given pursuant to
this Agreement shall be in writing and shall be hand delivered, mailed by
certified mail, return receipt requested or sent by recognized overnight courier
service as follows:
If to Consultant:
Xxxxx Xxxxx Xxxx
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 0000
Xxxxxxxxx
If to the Company:
Entertainment Is Us, Inc.
00000 Xxxxx Xxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000 XXX
Such Notice shall be deemed given when actually delivered.
15. Severability. If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
16. Restrictions on Assignment. Consultant may not assign or otherwise
transfer his rights or delegate its obligations created hereunder to any third
party without the prior written consent of the Company. Notwithstanding the
foregoing, this Agreement shall bind and inure to the benefit of the successors
and assigns of the parties.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of
this 1st day of November, 2005.
Entertainment Is Us, Inc.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
Xxxxx Xxxxx Xxxx
/s/ Xxxxx Xxxxx Xxxx
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Name: Xxxxx Xxxxx Xxxx
