Exhibit 99.1
CONSULTING AGREEMENT
THIS "CONSULTING AGREEMENT" is entered into this 2nd day of February, 2004
by and between XXXX FLOOR (hereafter referred to as "Consultant"), and
BROADCAST INTERNATIONAL, INC., a Utah Corporation (hereafter "Company").
R E C I T A L S
WHEREAS, Company acquired the rights to certain patentable technology
relating to the compression decompression of video signals for transmission of
video through traditional broadcast media and via the Internet while requiring
reduced bandwidth; and,
WHEREAS, Company employs a variety of video-powered business solutions,
including IP and digital satellite, Internet streaming, and other types of
wired/wireless network distribution. In addition, Company assists clients with
video production, rich media development and a full range of network support
services. The Company has also recently introduced CodecSys, a patent-pending
technology that enables full-screen, full-motion video at low bandwidths by
switching on the fly between multiple codecs.
WHEREAS, Consultant is engaged in the business providing advice and
general business consulting regarding business structure and capitalization of
companies; and,
WHEREAS, Consultant has provided the forgoing services to Company since
approximately July of the past year and Company desires to compensate the
Consultant for his services and to continue to utilize his experience to
evaluate the Company's business structure and advice concerning general
business matters and potential for acquisitions, hereafter, the "Services",
all on the terms and conditions contained herein.
NOW THEREFORE, the Parties agree to the following terms and conditions
pursuant to which the Consultant has provided and may continue to provide the
Services described herein for the Company.
1. INCORPORATION OF RECITALS
Recitals as set forth above are agreed to be true and incorporated into
the body of this Agreement by reference.
2. DESCRIPTION OF BUSINESS
The business of Company ("Business") involves providing services to large
organizations by employing a variety of video-powered business solutions,
including IP and digital satellite, Internet streaming, and other types of
wired/wireless network distribution. In addition, the Company assists clients
with video production, rich media development and a full range of network
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support services. The Company has also recently introduced CodecSys, a
patent-pending technology that enables full-screen, full-motion video at low
bandwidths by switching on the fly between multiple codecs.
3. ENGAGEMENT OF CONSULTANT
Company hereby hires Consultant and Consultant hereby accepts the
consulting engagement all on the terms of this Agreement. The scope of the
Services to be rendered at any given time shall include all activities
necessary or requested by Company.
a) Consultant shall take all steps and gather all information
necessary to thoroughly familiarize himself with the Company and provide an
investigative analysis concerning the Company and its market position, with
particular emphasis on the Company's capital structure and the Companies
business plans and product presentations. Consultant has in the past provided
his critique concerning the power point business presentations prepared by the
Company, reviewed the Company business plans describing the Company's products
and services and consulted with the Company concerning settlement of disputes
with licensees of technology.
b) Consultant shall meet regularly with Company and/or its clients.
Such meetings shall be to provide individual analysis and/or progress reports
on the potential licensees or marketing partners and to bring the Company or
its clients up to date on any new developments, problems or requirements.
c) Consultant shall also be available upon request by the Company to
visit new companies to evaluate such companies for potential recommendation to
Company regarding the potential for business relationships including
acquisition. Consultant shall make such reports to the Company on such
potential licensees or marketing partners in such manner as may be directed
from time to time.
4. TERM OF THE AGREEMENT
The term of the Agreement shall be month to month until terminated by
either party upon 30 written notice.
5. COMPENSATION
(a) Company shall issue to Consultant 30,000 shares of common stock
of the Company in compensation of the past services and for the business
consulting services to be rendered during the term of the Agreement. The
Company agrees that it will register the common stock issued to the Consultant
by filing a Form S-8 with the Securities and Exchange Commission as soon as
reasonably practicable.
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(b) The Company shall reimburse Consultant for all out of pocket
expenses incurred by Consultant in performance of its services rendered
hereunder, including, but not limited to, all travel expenses including
airfare, hotel, food, taxi and rental cars, tolls and parking, tips and
gratuities, supplies and office expenses incurred while away from home office
and maintenance of remote offices necessary for the performance of the
services, all of which shall be subject to prior approval by Company.
6. CONSULTANT'S REPRESENTATIONS, WARRANTIES DUTIES AND COVENANTS
Consultant does hereby warrant and represent:
(a) Consultant is an individual, who has not been convicted of any
felonies or received any regulatory warnings or sanctions in any jurisdiction
and who is qualified and experienced in providing the Services required under
the terms of this Agreement.
(b) Consultant covenants to perform all services required hereunder
in a professional manner and shall at all times conduct himself in a
professional manner
7. COMPANY'S REPRESENTATIONS WARRANTIES AND COVENANTS
Company agrees to and does hereby make the following representations,
warranties and covenants, each of which is material and may be relied upon by
Consultant in entering into and performing this Agreement, and each of which
shall be true and correct on the date hereof:
(a) This Consulting Agreement constitutes a valid and binding
agreement of Company in accordance with its terms.
(b) The execution and delivery of this Agreement and the performance
by Company of its obligations hereunder does not and will not contravene or
constitute a violation under any provision of any law, regulation, judgment,
order, indenture, agreement, franchise, license or other instrument to which
Company or any of its property is subject.
(c) Company agrees to defend, indemnify and hold Consultant harmless
from and against any and all loss or damage, and to defend, indemnify and
hold Consultant harmless from and against any and all claims, damages,
expenses, or liabilities incurred by, or asserted against it, as a result of
Consultant's performance of the services required hereunder or in the
operation of the Business as long as Consultant is not grossly negligent in
discharging his duties hereunder.
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8. REPORTS
Consultant shall render to Company monthly reports concerning Consultant
activities, including meetings with companies that represent, potential
business partners or acquisition targets.
9. RELATIONSHIP OF THE PARTIES
In all matters pertaining to the operation of the Business, Consultant
shall operate as an independent contractor. Nothing herein contained shall be
construed to be a partnership, joint venture and/or agency, and neither party
hereto shall be liable for the debts or obligations of the other, unless
expressly assumed in writing.
10. COMPLIANCE WITH LAW
Consultant shall comply with all laws, ordinances and regulations of any
countries in which Consultant makes presentations or visits which pertain
directly or indirectly to the operation of the Business. Company shall pay
for all taxes, licenses, bonds and deposits made to or required by any
governmental agency or body, which may be required by Consultant to remain in
compliance with any law or regulation.
11. DEFAULT
The occurrence of any of the following events shall constitute a default
by Consultant under this Agreement:
(a) Continuance for 30-days after notice by Company of any default by
Consultant in performance of services required to be rendered under this
Agreement.
(b) Any affirmative act of insolvency by Consultant or the filing by
Consultant of any petition or action in bankruptcy or insolvency or for
appointment of a receiver or trustee, or an assignment by Consultant for the
benefit of creditors, or the failure to vacate or dismiss, within 60-days
after filing, any of the foregoing proceedings commenced against Consultant by
a third party.
(c) Failure to comply with all the terms of this Agreement, and all
other agreements between the parties, oral or written.
12. NOTICES
All notices, requests, demands, payments, consents and other
communications hereunder shall be transmitted in writing and shall be deemed
to have been duly given when sent by registered or certified mail, postage
prepaid, addressed as indicated on the signature page of this Agreement. Any
party may change its address on giving notice of such a change of address to
the other party.
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13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of which
shall constitute one Agreement.
14. COVENANT OF FURTHER ASSURANCES
The parties hereby agree to execute such other documents as may be
necessary or desirable to carry out the purpose of this Agreement.
15. HEIRS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the
parties, their heirs, successors and assigns.
16. ENTIRE AGREEMENT
This Agreement represents the entire understanding between the parties,
and supersedes all other negotiations, agreements, representations and
covenants, oral or written. This Agreement may not be modified except by a
writing signed by the party to be charged.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
internal laws and enforced in Utah.
18. WAIVER
Failure by other party to enforce any rights shall not be construed as a
waiver of such rights. Any waiver, including waiver of default, in any one
instance shall not constitute a continuing waiver or a waiver in any other
instance.
19. INVALIDITY
Any invalidity of any portion of this Agreement shall not affect the validity
of the remaining portions; and unless substantial performance of this
Agreement is frustrated by any such invalidity, this Agreement shall continue
in effect.
20. HEADINGS
The headings used herein are for purposes of convenience only and should
not be used in construing the provisions hereof.
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CONSULTANT COMPANY
Xxxx Floor Broadcast International, Inc.
"Consultant" "Company"
/s/ Xxxx Floor /s/ Xxxxxx X. Xxxxx
__________________________ By____________________________
President
Its___________________________
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