CONSULTING AGREEMENT
Exhibit 10.2
THIS
AGREEMENT is made between SO ACT NETWORK, Inc. whose address is 00000-X
Xxxxxxxxxx Xxxxx #0000, Xxxxxxx, XX 77043(hereinafter referred to as "SAN"); and
XXX XXXXXXX, 0000 X.X. 000xx
Xxxxxx , Xxxxx Xxxxxxx, XX, 00000 (hereinafter referred to as
"RS").
WHEREAS,
SAN is in the business of providing a Social Network to the public for public
and private use as an online operating system and internal network;
and
WHEREAS,
RS is an entertainment industry consultant with significant experience and
expertise in music and television production, touring, merchandising, internet
development and hi-tech marketing integration; and
WHEREAS,
during the period of time covered by this Agreement, and in exchange for shares
of common stock in SAN, RS will provide extensive consulting for SAN to help SAN
substantially penetrate the entertainment markets; and
WHEREAS,
the parties agree, having gained a complete understanding of the desired stock
and consulting to be exchanged and provided between SAN and RS;
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
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1.
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DUTIES
AND INVOLVEMENT
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i. From
January 2010 to December 2010, RS will provide significant consulting to SAN as
follows:
ii. RS
will assist SAN with marketing and promotion of SAN to the music and television
entertainment market.
iii. RS
will use his significant global experience in the entertainment industry to
establish contacts for SAN
iv. RS
will use his experience with Quepasa (cross-over to the television world) to
help SAN establish links to substantial foreign markets in the Latin Social
Networking, music and television communities.
v. RS
will assist SAN with its cross over into the entertainment world and adoption by
a large audience of SAN’s style of social/business networking.
vi. SAN agrees to pay to RS five
hundred thousand (500,000) shares of common stock in So Act Network, Inc.
(trading symbol SOAN), for said consulting covered in clauses 1.i – 1.v
above.
vii. Within 10 days of the signing of
this agreement by both parties, SAN’s securities attorney will provide the
transfer agent with an opinion letter and cause the shares to be issued to RS or
its designees.
viii. SAN agrees that, six months from
the date of issuance, it will authorize its transfer agent to remove any 144
legends, and allow RS or its designees to sell all of the shares provided at any
time thereafter.
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ix. RS
agrees that SAN may post the press release, provided hereunder as Exhibit 1,
announcing this agreement along with the appropriate section 8K filing, as
required by the Securities and Exchange Commission.
2. RELATIONSHIP AMONG THE
PARTIES.
RS
acknowledges that it is not an officer, director or agent of SAN, it is not, and
will not, be responsible for any management decisions on behalf of SAN, and may
not commit SAN to any action. SAN represents that RS does not have, through
stock ownership or otherwise, the power neither to control SAN, nor to exercise
any dominating influences over its management. SAN and RS agree that the
relationship among the parties shall be that of independent
contractor.
3. EFFECTIVE DATE, TERM
AND TERMINATION.
i.
This Agreement shall be effective on December 31, 2009 and will continue for one
year.
ii. This
agreement cannot be terminated by the parties, except for cause where such cause
is a direct violation of the specific obligations under this
agreement.
4.
COMPENSATION AND PAYMENT OF EXPENSES.
SAN
and RS both agree to be responsible for bearing their own costs to fulfill their
respective obligations under this agreement.
5.
SERVICES NOT EXCLUSIVE.
The
parties shall devote such of their time and effort as necessary to the discharge
of their duties hereunder. The parties acknowledge that each is engaged in other
business activities, and that they will not be restricted from continuing to be
engaged in such activities during the term of this Agreement.
6.
CONFIDENTIALITY.
The
parties acknowledge that each may have access to confidential information
regarding each other’s business. The parties agree that they will not, during or
subsequent to the term of this Agreement, divulge, furnish, or make accessible
to any person (other than with the written permission of the other), any
knowledge, information, or plans with respect to each other’s
business, including, but not by way of limitation, their technologies, whether
in the concept or development stage, or being marketed on the effective date of
this Agreement, or during the term hereof.
7.
INDEMNIFICATION.
RS
agrees to indemnify and hold harmless SAN, and its respective agents and
employees, against any losses, claims, damages, or liabilities, joint or
several, to which either party, or any such other person, may become subject,
insofar as such losses, claims, damages, or liabilities (or actions, suits or
proceedings in respect thereof) arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in any
representations or prospectuses, made by RS or its clients with regard to SAN or
SAN’s Network, or arising out of, or based upon the omission or alleged omission
to state a material fact required therein, or necessary to make the
statements therein not misleading, and will reimburse SAN, or any such other
person, for any legal or other expenses reasonably incurred by SAN, or any such
other person, in connection with investigation or defending any such loss,
claim, damage, liability, action, suit, or proceeding.
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SAN
agrees to indemnify and hold harmless RS, and its respective agents and
employees, against any losses, claims, damages, or liabilities, joint or
several, to which either party, or any such other person, may become subject,
insofar as such losses, claims, damages, or liabilities (or actions, suits, or
proceedings in respect thereof) arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in any
representations or prospectuses made by SAN or its clients with regard to RS or
arising out of, or based upon, the omission or alleged omission to
state a material fact required therein, or necessary to
make the statements therein not misleading, and will reimburse RS, or any such
other person, for any legal or other expenses reasonably incurred by RS, or any
such other person, in connection with investigation or defending any such loss,
claim, damage, liability, action, suit, or proceeding.
8.
MANDATORY ARBITRATION
If a
dispute arises out of, or relates to, this Agreement, or the breach thereof, and
if said dispute cannot be settled through direct discussion, the parties agree
to first endeavor to settle the dispute in an amicable manner by mediation under
the Commercial Mediation Rules of the American Arbitration Association, before
resorting to arbitration. Thereafter, any unresolved controversy or claim
arising out of, or relating to, this Agreement or a breach thereof, shall be
settled by mandatory arbitration in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by the Arbitrator
may be entered in any court having jurisdiction thereof.
ii.
Any provisional remedy available from a court of law shall be available to the
parties to this Agreement from the Arbitrator pending arbitration.
iii.
The site of the arbitration shall be the home state of the defendant in any
action.
iv.
In the event that a dispute results in arbitration, the parties agree that the
prevailing party shall be entitled to reasonable attorney's fees, to be fixed by
the arbitrator.
9.
NOTICES
All
notices required, or permitted to be given under this Agreement, shall be given
in writing, and shall be delivered, either personally or by express delivery
service, to the party to be notified. Notice to each party shall be deemed to
have been duly given upon delivery, personally or by courier (such as Federal
Express or similar express delivery service), addressed to the attention of the
officer at the address set forth hereto, or to such other officer or addresses
as either party may designate, upon at least ten (10) days' written notice, to
the other party.
If SAN –
Xxxx Xxxxxxx
00000-X
Xxxxxxxxxx Xxxxx #0000
Xxxxxxx,
XX 00000
If RS –
Xxx Xxxxxxx
0000 X.X.
000xx
Xxxxxx
Xxxxx
Xxxxxxx, XX, 00000
If LAW
FIRM –
Xxxx
Xxxxx, Esq.
XXXXXX
& XXXXXX, LLP
000 Xxxxx
Xxxxx
Xxxxxxxxx,
XX 00000
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10.
GOVERNING LAW AND VENUE
i. San and RS agree that litigation
is time consuming, costly, and generally unproductive for each party. Should a
decision from mandatory arbitration as specified in clause 8 above be appealed
by either party, SAN and RS understand and accept that this Agreement shall be
construed by, provided venue, and enforced in accordance with the laws of the
home state of the defendant in any action and the defendants choice of county
and district as well.
ii. SAN
and RS agree that any claim between the parties cannot exceed the face value of
actual assets provided and received. SAN is providing shares of its common stock
to RS which cannot be sold for six months after issuance and RS is providing
Consulting to SAN for 12 months from the date of this agreement. For the
purposes of SAN’s accounting, the value of its shares, issued under this
agreement is determined based on the date of this agreement, which is December
31, 2009.
11.
ENTIRE AGREEEMENT
This
Agreement contains the entire understanding and agreement among the parties.
There are no other agreements, conditions or representations, oral or written,
express or implied, with regard thereto. This Agreement may be amended only in
writing signed by all parties.
12.
WAIVER
A delay
or failure by any party to exercise a right under this Agreement, or a partial
or single exercise of that right, shall not constitute a waiver of that or any
other right.
13.
COUNTERPARTS
This
Agreement may be executed in duplicate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement. In the event that the document is signed by one party and faxed or
emailed to another, the parties agree that a faxed or emailed signature shall be
binding upon the parties to this agreement as though the signature was an
original.
14.
SUCCESSORS
The
provisions of this Agreement shall inure to, and be binding upon, all of the
parties, their affiliates, successors, and assigns.
15.
COUNSEL
The
parties expressly acknowledge that each has been advised to seek separate
counsel for advice in this matter, and each has been given a reasonable
opportunity to do so.
16.
FACSIMILE AND EMAIL COPIES
The
parties agree that all duly executed facsimile or email copies are fully binding
under any and all applicable laws.
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
to be effective as of the day and year provided herein.
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By:
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/s/ Xxxx
Xxxxxxx
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12-31-09
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By:
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/s/ Xxx
Xxxxxxx
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12-31-09
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Xxxx
Xxxxxxx-CEO, So Act Network, Inc.
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Xxx
Xxxxxxx - Consultant
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EXHIBIT 1 – So Act Network Press
Release
So
Act® Network Announces Consulting Agreement with Entertainment Industry
Expert
On 7:00
am EDT, Tuesday January 12, 2010
HOUSTON,
Texas--(GLOBE NEWSWIRE) -- So Act Network, Inc. (OTCBB:SOAN) announced today
that it has signed an agreement with entertainment industry legendary promoter
Xxx Xxxxxxx to assist the Company with marketing and promotion to the music and
television entertainment market.
“Xxx
Xxxxxxx has significant global experience in the entertainment industry to help
us establish contacts as we cross over into the entertainment world to gain
acceptance for our unique social/business networking platform,” said Xxxx
Xxxxxxx, So Act Network President.“ Roy’s experience with Quepasa (cross-over to
the television world) will help us establish links to substantial foreign
markets in the Latin Social Networking, music and television
communities.
“I am
extremely excited about So Act and where it can go because I represent a global
company that reaches millions of people,” said Xxx Xxxxxxx. “I believe in the So
Act message to build a better world and I am confident that the public is ready
for this type of change. What So Act brings to the table is of great benefit to
the world and they can change the scope of social networking the way I am going
to change the scope of music xxxxxxx xxxxxxxxxx,”
About
Xxx X. Xxxxxxx
Born to
entertain, Xxx X. Xxxxxxx has been entrenched in the industry for more than
two-thirds of his life. A celebrated key figure in the L.A. rock scene as a Club
Owner, Studio Owner, Performing Musician and Concert/Tour Promoter. His
production credits include over 100 music videos and approximately 400 live
concert events and tour productions. The 1980’s served as the breeding ground
for Xxxxxxx’x entry in the big leagues. Launching World Tours and large
production concerts for major artists such as Xxxxx Xxxxxxx, Xxx Xxxxxx,
Chicago, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxx Xxxxxx, Kiss and many others. Xx.
Xxxxxxx also established Late Night Studios in 1986, a major, full production
sound-stage facility in Hollywood, CA. Testing the waters in the Los Angeles
club scene, Xxxxxxx owned and operated, Boy & Girls and M & M’s, both
LA’s premier nightclubs from 1987 through 1990. As an independent promoter and a
management-executive of HK Management, Xxxxxxx managed many world class artists
and worked with numerous concert tours and was active in the sponsorship,
marketing, and advertising initiatives associated with those
tours. From 1994 through 1996 Xx. Xxxxxxx also created and produced
popular concept tours for the Xxxxx Xxxxxxx Memorabilia Museum World Tour and in
1997 through 1999 he created the 50th Anniversary NASCAR Tour. Adding to his
NASCAR credit, Xxxxxxx produced the entire entertainment production for the
Inaugural opening of Homestead Raceway’s; Winston Cup Series, Florida in
November 1999. From 1997 – 2000 Xxxxxxx co-managed with Xxxxxxx Xxxx, the Latin
sensation, MDO (the new Menudo) for their concert tour and new record album.
Seeing the U.S Hispanic market beginning to erupt, Xxxxxxx moved quickly to
capitalize on what would become the U.S. Latin breakout artist Xxxxx Xxxxxx.
Currently, Xx. Xxxxxxx is producing the history making Musical Reality Series
“Recreating A Legend”. 2010 will set the new bar for Music Reality contesting.
The Global Stage awaits in what is sure to become a muti-country
blockbuster6
About
So Act® Network, Inc.
Social
Media expert Xxx Xxxxxx called So Act "The 60 minutes of Social Networks, where
you engage, mobilize and empower people into action." Whatever the mission,
cause, product, service, program, cure, or solution, So Act can help you expand
your sphere of influence and crystallize forward thinking into positive action
on a larger scale, while harmoniously merging economic and socially conscious
goals.
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So Act's
innovative technologies provide a global social network where its members are
able to build Communities of Purpose, and accomplish and promote all of their
important goals without being subjected to spam or ads, and without having
personal information used by marketers. So Act’s cutting edge communication
platform improves on the social networking theme by providing businesses and
individuals with project building tools, alerting, and secured network file
sharing and previewing, all in a personalized, private, format that
crosses global boundaries to connect like-minded individuals, while
allowing an unlimited number of members to simultaneously participate in small,
or large, online meetings. So Act includes a “top 10” filtered results ad-free
web search engine, and its press club allows members to share their important
news with their followers and the media. While membership is free, several
features to expand network size and capability for those with greater needs are
available for $1, $2 and $5 monthly fees. So Act also provides partnership and
profit-sharing opportunities for individuals and companies seeking to gain a
meaningful foothold in the Social Networking space. For more information, and to
join free visit xxx.XxXxx.Xxx.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements that involve risks and
uncertainties. These statements may include statements regarding stock-based
compensation charges and our plans to invest in our core business and make
significant capital expenditures. Actual results may differ materially from the
results predicted and reported results should not be considered as an indication
of future performance. The potential risks and uncertainties that could cause
actual results to differ from the results predicted include, among others,
unforeseen changes in our hiring patterns and our need to expend capital to
accommodate the growth of the business, as well as those risks and uncertainties
included under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," in our Annual Report
on Form 10-K for the year ended December 31, 2008, which is on file with the SEC
and is available on our investor relations website at XxXxx.Xxx and on the SEC
website at xxx.xxx.xxx. Additional information is also set forth in our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, which is
also on file with the SEC. All information provided in this release is as of
January 11, 2010 and So Act Network undertakes no duty to update this
information. So Act is a registered trademark of So Act Network, Inc. All other
company and product names may be trademarks of the respective companies with
which they are associated.
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Source:
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Investor
Relations Contact:
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Contact:
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Xxxx
Xxxxxxx
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Xxxxxx
Xxxxxx
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Xxxx@XxXxx.Xxx
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DME
Capital LLC
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000-000-0000
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000-000-0000
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