CONSULTING AGREEMENT
PREAMBLE:
This is an agreement, effective as of February 7th, 2002 between Xxxxxx X.
Xxxxxxx, (Consultant) an individual residing at 00 Xxxx 00xx Xxxxxx, Xxxxxxxxx,
X.X. (Consultant), and of RRUN Ventures Network Inc. of 00 Xxxx 0 Xxxxxx
Xxxxxxxxx, XX X0X 0X0 (Client).
PURPOSE:
Client wishes to retain the services of Consultant to advise and consult Client
in technical matters relative to Client's business, and Consultant is willing to
provide such services.
1. Consultant agrees that for a period of twelve (12) months, commencing per
date of this Agreement, he will, consistent with his other obligations,
render to Client consulting services as Client may request relating to the
field set forth and agreed upon by both the Client and Consultant.
(Specification. Consultant shall not be required at any time to render
service that would conflict with obligations of Consultant undertaken prior
to the request for such services by Consultant).
2. Client agrees to reimburse Consultant for such consulting services at the
monthly rate of US$3000.00/month for the first 6 months and
US$6,000.00/month for the following 6 months. The first six-months will be
paid in the equivalent dollar amount in stock of the client to the
consultant (180,000 shares based on the closing price of the client as of
the date of this agreement). The stock will be issues to the consultant no
later than August 6, 2002 and is subject to board approval. The client
reserves the right to issue a portion of the stock in RAHX (refer to
Schedule A). The consultant shall work full time and client reserves right
to convert the consultant to employee status. Client reserves right to pay
consultant from RRUN, RAHX or other subsidiaries for the last 6 months of
service. Consultant shall invoice Client for services rendered, and such
invoices shall be payable upon receipt. Invoices shall include a brief
description of the services rendered. Client will reimburse Consultant for
all travel and related living expenses incurred by Consultant in connection
with any travel requested by Client. Prior written approval by Client shall
be required for all travel inside and outside of the United Sates and
Canada in connection with this Agreement.
3. Consultant shall act as an independent Consultant, unless otherwise converted
to employee status. Consultant shall furnish insurance and be responsible for
all taxes as an independent Consultant. Consultant shall have no authority to
bind Client or incur other obligations on behalf of Client.
4. Consultant will promptly disclose to Client each discovery which he
reasonably believes may be new or patentable, conceived by him in carrying out
the consulting services contracted for herein. Client shall have the right to
file a patent application at Client's expense, on each discovery, and Consultant
agrees to cooperate with Client and to execute all proper documents at the
expense of Client to enable Client to obtain patent protection in the United
States and foreign countries. Consultant agrees to assign all rights to each
such patent application and patent to Client, but Consultant shall have free,
non-exclusive and irrevocable license to use of the patent with the right to
sublicense use in all areas except those of the Specification. In the event
Client fails to file a patent application on any such discovery within six (6)
months after written disclosure thereof to Client, Consultant shall have the
right to file such, at Consultant's expense in the United States and foreign
countries. On each patent issuing from such application Client shall have a
free, non-exclusive irrevocable license, with the right to sublicense, in the
areas of the Specification.
5. In the event Client discloses information to Consultant that Client considers
to be secret or proprietary and so notifies Consultant, Consultant agrees to
hold the Proprietary Information in confidence and to treat the Proprietary
Information with at least the same degree of care and safeguards that he takes
with his own proprietary information. Proprietary Information shall be used by
Consultant only in connection with services rendered under this Agreement.
Proprietary Information shall not be deemed to include information that (a) is
in or becomes in the public domain without violation of this Agreement by
Consultant, or (b) is already in the possession of Consultant, as evidenced by
written documents, prior to the disclosure thereof by Client, or c) is
rightfully received from a third entity having no obligation to Client and
without violation of this Agreement by Consultant.
6. Consultant warrants that he is under no obligation to any other entity that
in any way conflicts with this Agreement, that he is free to enter into this
Agreement, and is under no obligation to consult for others in fields covered by
this Specification. Consultant shall not, during the term of this Agreement
perform consulting services for others in the field of the Specification but
shall have the right to perform consulting services for others outside the
specification.
7. This Agreement may be terminated by Client at any time on Thirty (30) days
advance written notice. In the event consulting services requested by Client
hereunder for immediate performance shall in any calendar month total less than
$2,000.00 then consultant shall have the right to terminate this Agreement by
thirty (30) days advance written notice, provided, in the event Client shall
within such thirty day period place sufficient requests with Consultant to bring
the total for the previous and current month to the minimum amounts set forth
above, such notice shall be of no effect.
8. The secrecy provisions of Section 5 hereof shall survive any termination of
this Agreement for a period of three (3) years after such termination.
9 This Agreement is not assignable by either party without the consent of the
other.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxx X. Xxxxxxx
------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxx RRUN Ventures Network Inc.
(Consultant) (Client)
Date: Date:
-------------------------- ------------------------------
Schedule A
The following document is an addendum to the Contract signed between RRUN and
Xxxxxx X. Xxxxxxx. This agreement contains parameters under which both parties
will work but is not limited to the conditions set out in this schedule. This
agreement can be adapted at any time during the contract period subject to
mutual agreement by both parties.
I. Research for RRUN's propriety products such as RAHX Technology and software
a) Market research of similar products b) Consulting on the how the music
business will fit in with RAHX technology c) Use significant record company
contacts to expand and promote the RAHX Software concept o Representing
RRUN in face to face meetings in lieu of Xx. Xxxxxxx or any other RRUN
personnel based in Vancouver, not able to attend meetings on the East Coast
o Research, Development, Marketing, and Implementation of concepts and
products in major eastern cities such as Toronto, New York, Boston,
Philadelphia, and Washington o Presentation of RRUN concepts to potential
customers
II. Research and development of nightclub and entertainment concepts and
products in major Eastern cities such as Toronto, New York, Boston,
Philadelphia, and Washington o Presentation of concepts to potential
customers Research or various available Live venues and nightclubs
throughout North America o Consulting for RRUN's Entertainment Properties
such as Record Companies, Restaurants, Live Event Entertainment Venues,
Nightclubs, and any other Entertainment related ventures
1. Record Companies
a) Consulting on choosing key personnel to fill roles like Artist and
Repertoire, Marketing, Sales and Promotion
b) Filling key Marketing and Promotion roles until suitable personnel
are found
2. Live Entertainment/Nightclubs
a) Sourcing applicable Live Entertainment Venues in all major North
American Cities
b) Exploring and Researching successful Nightclub concepts
c) Developing strategic plans to implement such concepts d) Directing
Human Resources for all Live Entertainment Venues and Nightclubs
Any duties deemed necessary in connection with any of the above Ventures to
further RRUN or RAHX, Inc. business if agreed to by both parties
