Exhibit 10.3
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INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made this 29th day of December 2006 by Pop Starz Records,
Inc., a Florida corporation, with its principal place of business at 0000
Xxxxxxxx Xxxx. # 000 Xxxx Xxxxx, Xx. 00000 ("Pop Starz Records"), and Xxxxxxxx
Xxxxxx, whose address is 0000 Xxxxxxxx Xxxx. # 000 Xxxx Xxxxx, Xx. 00000
("Xxxxxx")
WHEREAS, Pop Starz Records is engaged in the business of developing,
producing, licensing, acquiring and distributing recorded music, primarily in
the currently popular Hip Hop and Pop genre (the "Business"); and
WHEREAS, Pop Starz Records wishes to retain Xxxxxx, and Xxxxxx wishes
to be retained in such capacity and perform certain services for Pop Starz
Records, to promote the interests of the business;
NOW THEREFORE, in consideration of the promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by each party, the parties, intending to be legally bound,
hereby agree as follows:
1. The above recitals are true and correct and incorporated herein by
reference.
2. Pop Starz Records hereby retains Xxxxxx as Special Advisor
commencing the 1st day of January 2007, and Xxxxxx hereby accepts such
engagement, under the conditions and requirements specified herein, as an
independent contractor of Pop Starz Records, with such duties and
responsibilities as may reasonably be assigned pursuant to this Agreement.
3. Xxxxxx'x principal duties shall include but not limited to acting
in the capacity of special advisor to the President and such other
responsibilities as may be reasonably designated by Pop Starz Records to enhance
and promote the Business.
4. Xxxxxx shall not be required to work any set number of hours per
week Xxxxxx'x compensation shall be $ 3000 per month.
5. Xxxxxx acknowledges that this Independent Contractor Agreement is
"at will," and the parties agree that this agreement may be terminated by either
party upon two (2) week's written notice if "without cause" (for any reason
whatsoever). Pop Starz Records shall also have the right to terminate this
agreement "for cause." For purposes of this agreement, "cause" shall include the
inability of Xxxxxx, through sickness, absence or other incapacity, to perform
the duties required under this agreement for a period in excess of one (1)
month; the refusal of Xxxxxx to follow the directions of Pop Starz Records board
of directors or executive officers; dishonesty; theft; or conviction of a crime.
6. Xxxxxx acknowledges that she will have access to significant
Confidential and Propriety Information of Pop Starz Records including client and
vendor names, Pop Starz Records talent development services and techniques, and
any information, formula, pattern, compilation, program, device, method,
technique, or process that: (a) derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Xxxxxx further
acknowledges that all such Confidential and Propriety Information is of unique
and great value to Pop Starz Records, and is essential to Pop Starz Records
preservation of its Business and goodwill. Accordingly, Xxxxxx agrees that all
such Confidential and Propriety Information will be acquired under circumstances
giving rise to a duty to maintain its secrecy or limit its use, and that Xxxxxx
will not misappropriate, or otherwise disclose (directly or indirectly) to any
third party without the written permission of Pop Starz Records, any such
Confidential and Propriety Information. In the event Xxxxxx is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Xxxxxx shall provide Pop Starz Records with at least
twenty (20) days' prior written notice of such required disclosure so that Pop
Starz Records may take
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such actions, as it may deem necessary or appropriate. This provision shall
survive termination of this agreement for a period of one (1) year.
7. Xxxxxx further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Xxxxxx or anyone at Pop Starz Records, whether or not during
working hours and which has or may have applicability to any aspect of Pop Starz
Records Business, as determined by Pop Starz Records in its sole discretion
(collectively "Work Product"), shall be the sole and exclusive property of Pop
Starz Records, and Xxxxxx hereby irrevocably conveys to Pop Starz Records all of
Xxxxxx'x right, title and interest in and to all Work Product which may be
developed during his employ by Pop Starz Records.
8. Xxxxxx shall be available on a reasonable basis to work on outside
projects. Such projects shall not compete with Pop Starz Record's business.
9. Xxxxxx agrees that while this agreement is in effect and for a
period of one (1) year following termination hereof, Xxxxxx will not in any way
compete with the Business of Pop Starz Records within one-hundred (100) miles of
Pop Starz Records and/or Pop Starz Records affiliated entities offices and
facilities, including that Xxxxxx will not solicit any current of former
employee of Pop Starz Records or any of Pop Starz Records actual or prospective
artists, clients, vendors, licensees, choreographers, instructors, songwriters,
song producers, song promoters, album distributors, etc...
10. Time is of the essence of this agreement. This agreement is made
in the State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by a
written document signed by the party against whom enforcement is sought. This
agreement may be signed in more than one counterpart (including by facsimile),
in which case each counterpart shall constitute an original of this agreement.
Any paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this agreement. Wherever
used herein, the singular shall include the plural, the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires. The provisions of this agreement shall be deemed severable, in
whole or in part. Any dispute arising out of or relating to this agreement will
be resolved in the courts of Palm Beach County, Florida, and the prevailing
party shall be entitled to reasonable costs and attorney's fees. This agreement
is a personal services contract and may not be assigned by Xxxxxx without the
prior written consent of Pop Starz Records.
11. Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of an independent contractor of Pop
Starz Records.
IN WITNESS WHEREOF, the parties have signed this Agreement which becomes
effective as of the date first written.
Pop Starz Records, Inc.
/s/ _______________
By: Xxxxxxxx Xxxxxx
President
/s/ _______________
Xxxxxxxx Xxxxxx
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