Ex 4.3 CONSULTING AGREEMENT
Ex 4.3
THIS
CONSULTING AGREEMENT (the "Agreement") is entered into as of March 20, 2006
by
and between Family Room Entertainment Corporation (FMLY), a New Mexico
corporation ("Company"), and Xxxx Xxxxxxxxx, Esq, 00000 Xxx Xxxxxx Xxxxxx,
Xxxxx
000, Xxxxxx, Xxxxxxxxxx, an individual.
WHEREAS,
THE Company desires the Consultant to provide legal services to the Company
pursuant hereto and Consultant is agreeable to providing such
services.
NOW
THEREFORE, in consideration of the premises and the mutual promises set forth
herein, the parties hereto agree as follows:
| 1. |
Consultant
shall serve as a consultant to provide the Company with legal services
in
the following areas:
|
(a)
Draft
and file a Form S-8;
(b)
Draft
and file a Form 14A
(c)
Draft and file a Form SB-2
| 2. |
Term:
From the date as of this Agreement until projects are
completed.
|
| 3. |
Reasonable
travel and other expenses necessarily incurred by Consultant to render
such services, and approved in advance by the Company, shall be reimbursed
by the Company promptly upon receipt of proper statements, including
appropriate documentation, with regard to the nature and amount of
those
expenses. Those statements shall be furnished to the Company monthly
at
the end of each calendar month in the Consulting Period during which
any
such expenses are incurred. Company shall pay expenses within fifteen
(15)
business days of the receipt of a request with appropriate
documentation.
|
| 4. |
In
consideration for the services to be performed by Consultant, the
Consultant will receive a warrant to purchase seven million, (7,000,000)
shares of the common stock of the Company at a purchase price of $0.015
per share.
|
| 5. |
It
is the express intention of the parties that the Consultant is an
independent contractor and not an employee or agent of the Company.
Nothing in this agreement shall be interpreted or construed as creating
or
establishing the relationship of employer and employee between the
Consultant and the Company. Both parties acknowledge that the Consultant
is not an employee for state or federal tax purposes. The Consultant
shall
retain the right to perform services for others during the term of
this
agreement.
|
5.1
The
consulting services shall not involve and the consultant is not engaged in
services in connection with the offer or sale of securities in a capital-raising
transaction for FMLY, and further, the consultant does not and will not directly
or indirectly promote or maintain a market for FMLY’s securities.
1
| 6. |
Neither
this agreement nor any duties or obligations under this agreement may
be
assigned by the Consultant without the prior written consent of the
Company.
|
| 7. |
This
agreement may be terminated upon ten (10) days written notice by the
Company. Notwithstanding any termination, the compensation, as outlined
in
Section 4, shall be earned in full by the Consultant upon execution
of
this agreement.
|
| 8. |
Any
notices to be given hereunder by either party to the other may be given
either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices
shall be addressed to the parties at the addressed appearing in the
introductory paragraph of this agreement, but each party may change
the
address by written notice in accordance with the paragraph. Notices
delivered personally will be deemed communicated as of actual receipt;
mailed notices will be deemed communicated as of two days after
mailing.
|
| 9. |
This
agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of services
by
the Consultant for the Company and contains all the covenants and
agreements between the parties with respect to the rendering of such
services in any manner whatsoever. Each party to this agreement
acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that
no
other agreement, statement, or promise not contained in this agreement
shall be valid or binding. Any modification of this agreement will
be
effective only if it is in writing signed by the party to be
charged.
|
| 10. |
This
agreement will be governed by and construed in accordance with the
laws of
the State of California, without regard to its conflicts of laws
provisions; and the parties agree that the proper venue for the resolution
of any disputes hereunder shall be Los Angeles County,
California.
|
| 11. |
For
purposes of this Agreement, Intellectual Property will mean (i) works,
ideas, discoveries, or inventions eligible for copyright, trademark,
patent or trade secret protection; and (ii) any applications for
trademarks or patents, issued trademarks or patents, or copyright
registrations regarding such items. Any items of Intellectual Property
discovered or developed by the Consultant (or the Consultant’s employees)
during the term of this Agreement will be the property of the Consultant,
subject to the irrevocable right and license of the Company to make,
use
or sell products and services derived from or incorporating any such
Intellectual Property without payment of royalties. Such rights and
license will be exclusive during the term of this Agreement, and any
extensions or renewals of it. After termination of this Agreement,
such
rights and license will be nonexclusive, but will remain royalty-free.
Notwithstanding the preceding, the textual and/or graphic content of
materials created by the Consultant under this Agreement (as opposed
to
the form or format of such materials) will be, and hereby are, deemed
to
be “works made for hire” and will be the exclusive property of the
Company. Each party agrees to execute such documents as may be necessary
to perfect and preserve the rights of either party with respect to
such
Intellectual Property.
|
2
| 12. |
The
written, printed, graphic, or electronically recorded materials furnished
by the Company for use by the Consultant are Proprietary Information
and
are the property of the Company. Proprietary Information includes,
but is
not limited to, product specifications and/or designs, pricing
information, specific customer requirements, customer and potential
customer lists, and information on Company’s employees, agent, or
divisions. The Consultant shall maintain in confidence and shall not,
directly or indirectly, disclose or use, either during or after the
term
of this agreement, any Proprietary Information, confidential information,
or know-how belonging to the Company, whether or not is in written
form,
except to the extent necessary to perform services under this agreement.
On termination of the Consultant’s services to the Company, or at the
request of the Company before termination, the Consultant shall deliver
to
the Company all material in the Consultant’s possession relating to the
Company’s business.
|
| 13. |
The
obligations regarding Proprietary Information extend to information
|
belonging
to customers and suppliers of the Company about which the Consultant may have
gained knowledge as a result of performing services hereunder.
| 14. |
The
Consultant shall not, during the term of this agreement and for a period
of one year immediately after the termination of this agreement, or
any
extension of it, either directly or indirectly (a) for purposes
competitive with the products or services currently offered by the
Company, call on, solicit, or take away any of the Company’s customers or
potential customers about whom the Consultant became aware as a result
of
the Consultant’s services to the Company hereunder, either for the
Consultant or for any other person or entity, or (b) solicit or take
away
or attempt to solicit or take away any of the Company’s employees or
consultants either for the Consultant or for any other person or
entity.
|
| 15. |
The
Company will indemnify and hold harmless Consultant from any claims
or
damages related to statements prepared by or made by Consultant that
are
either approved in advance by the Company or entirely based on information
provided by the Company.
|
Consultant:
Company:
Xxxx
Xxxxxxxxx, Esq. Family
Room Entertainment
/s/
Xxxx Xxxxxxxxx
Xxxxxx Xxxxx
______________________ By:______________________
Xxxxxx
Xxxxx
Chief
Executive Officer
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