Exhibit 4.2
CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT (this "Agreement") is entered into as of November
29, 2004, by and between SaVi Media Group, Inc., a Nevada corporation (the
"Company"), and Xxxxx Xxxxxx (the "Consultant").
RECITALS
A. The Company desires to be assured of the association and services of
Consultant and to avail itself of Consultant's experience, skills,
abilities, knowledge and background and is therefore willing to engage
Consultant upon the terms and conditions set forth herein; and
B. Consultant agrees to be engaged and retained by the Company upon the
terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants, agreements
and obligations set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:
1. Consulting Services. Consultant shall provide legislative, bank
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regulatory, financial, and contract management advice and services
(the "Consulting Services") to the Company.
2. Term. The term of this Agreement shall commence as of the date hereof
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and shall be effective a period of one year (the "Term"). This
Agreement may be extended under the same terms by mutual agreement
between Consultant and the Company.
3. Direction, Control and Coordination. Consultant shall perform the
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Consulting Services under the sole direction and with the approval of
the Company's Board of Directors or an officer of the Company to whom
such direction is delegated by resolution of the Board of Directors.
4. Dedication of Resources. Consultant shall devote such time, attention
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and energy as is necessary to perform and discharge the duties and
responsibilities under this Agreement in an efficient, trustworthy and
professional manner.
5. Standard of Performance. Consultant shall use its best reasonable
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efforts to perform its consulting services as an advisor to the
Company in an efficient, trustworthy and professional manner.
Consultant shall perform its consulting services to the sole
satisfaction of, and in conjunction and cooperation with, the Company.
6. Compensation. The Company shall pay to Consultant a total of One
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Hundred Thousand (100,000) shares of common stock of the Company (the
"Common Stock") in exchange for the Consulting Services. The Shares
shall not be offered, sold or issued until such time as they are
registered pursuant to Section 7 hereof.
7. Registration of the Common Stock. Commencing on the date hereof, the
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Company shall use its best efforts to promptly register the Common
Stock pursuant to the Securities Act of 1933, as amended, on
Securities and Exchange Commission ("SEC") Form S-8. Consultant hereby
covenants that if he becomes a director, officer, holder of ten
percent (10%) of the equity and/or voting securities of the Company,
or is, or becomes an "affiliate" of the Company (for the purposes of
this Agreement, "affiliate" shall mean an affiliate of, or person
affiliated with, a specified person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or
is under common control with, the person specified), he or she will
not offer to sell or resell the Common Shares registered on Form S-8,
except pursuant to the provisions of SEC Rule 144, pursuant to a
reoffer prospectus in compliance with Form S-8 or pursuant to such
other registration statement acceptable to the Company in its sole
discretion.
8. Additional Covenants. Consultant covenants that it shall not engage in
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any activities which are in connection with the offer or sale of
securities of the Company in a capital-raising transaction or directly
or indirectly promote or maintain a market for the Company's
securities.
9. Confidential Information. Consultant recognizes and acknowledges that
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by reason of performance of Consultant's services and duties to the
Company (both during the Term and before or after it) Consultant has
had and will continue to have access to confidential information of
the Company and its affiliates, including, without limitation,
information and knowledge pertaining to products and services offered,
inventions, innovations, designs, ideas, plans, trade secrets,
proprietary information, advertising, distribution and sales methods
and systems, and relationships between the Company and its affiliates
and customers, clients, suppliers and others who have business
dealings with the Company and its affiliates ("Confidential
Information"). Consultant acknowledges that, although it consulting
services under this agreement are
nonexclusive, such Confidential Information is a valuable and unique
asset and covenants that it will not, either during or for three (3)
years after the term of this Agreement, disclose any such Confidential
Information to any person for any reason whatsoever or use such
Confidential Information (except as its duties hereunder may require)
without the prior written authorization of the Company, unless such
information is in the public domain through no fault of the Consultant
or except as may be required by law. Upon the Company's request, the
Consultant will return all tangible materials containing Confidential
Information to the Company.
10. Relationship. This agreement is nonexclusive and does not create, and
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shall not be construed to create, any joint venture or partnership
between the parties, and may not be construed as an employment
agreement. No officer, employee, agent, servant, or independent
contractor of Consultant nor its affiliates shall at any time be
deemed to be an employee, agent, servant, or broker of the Company for
any purpose whatsoever solely as a result of this Agreement, and
Consultant shall have no right or authority to assume or create any
obligation or liability, express or implied, on the Company's behalf,
or to bind the Company in any manner or thing whatsoever.
11. Assigns and Assignment. This Agreement shall extend to, inure to the
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benefit of and be binding upon the parties hereto and their respective
permitted successors and assigns; provided, however, that this
Agreement may not be assigned or transferred, in whole or in part, by
the Consultant except with the prior written consent of the Company.
12. Miscellaneous. The validity, interpretation and performance of this
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Agreement shall be controlled by and construed under the laws of the
State of California. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability
of any other provisions of this Agreement. The waiver by either party
of a breach of any provision of this Agreement by the other shall not
operate or be construed as a waiver of any subsequent breach by such
party. No waiver shall be valid unless in writing and signed by an
authorized officer of the Company or Consultant. This Agreement
contains the entire understanding of the parties with respect to its
subject matter. It may not be changed orally but only by an agreement
in writing signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought. This
Agreement may be executed by facsimile and in counterparts each of
which shall constitute an original document, and both of which
together shall constitute the same document
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
The Company:
SaVi Media Group, Inc.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
The Consultant: Xxxx Xxxxxx,
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
