EXHIBIT 10.8
CONSULTING AGREEMENT
This Agreement (the "Agreement") Is entered Into March 1, 2001 (the "Effective
Date"), by and between Xxxxx Xxxxxx ("Consultant"), and UMDN, Inc., a Delaware
corporation ("UMDN"). The parties agree as follows:
1. Engagement UMDN hereby retains Consultant as an independent
consultant, and Consultant agrees to such engagement, with the title of National
Spokesperson, subject to the terms and conditions set forth herein.
2. Responsibilities of Consultant. During the Term, subject to the
terms hereof, Consultant agrees to provide the following services to UMDN
("Consulting Services"):
At such times as are convenient and acceptable to Consultant, In his discretion
and with all deference to him, Consultant will act as a spokesperson for radio,
television, print and web-based media. While UMDN may identify Consultant as
engaged in such capacity, no specific services will be rendered, as in the case
of use of the image of Consultant in a commercial, or print campaign, by way of
illustration, unless Consultant approves. As a spokesperson, Consultant may only
comment about UMDN to the extent of company approved materials or information.
Consultant will only be required to provide the services at times and
circumstances Consultant is comfortable in his discretion. As to the Company,
and it's affiliates, to reduce any demand upon Consultant, it is agreed that
Consultant shall only communicate directly with the Founders of UMDN, and, to
the extent of Consultant's discretion, such other affiliates of UMDN as the
Consultant wishes,
3. Term. The period during which Consultant is retained by UMDN
hereunder to render Consulting Services shall be deemed to have commenced as of
the Effective Date and shall continue for one year, and consecutive renewable
one year terms unless either party wishes to terminate the Agreement sooner for
any reason whatsoever at any time whatsoever ("Term").
4. Remuneration and Expense Reimbursement
(a) Fee. As consideration for the agreement by Consultant to render the
Consulting Services under this Agreement, UMDN shall pay Consultant the
following:
From time to time, as the parties agree in writing in their discretion,
Consultant will be paid a fee in shares of common stock of UMDN subject to all
reasonable restrictions as applicable, or with cash or it's equivalent, with the
parties to consider the amount of services and demands upon Consu1tant to arrive
at figures.
(b) Expense Reimbursement. UMDN shall reimburse Consultant promptly and
in any event within sixty (60) days from date of invoice for all Company
approved, in writing, out of-pocket costs and expenses incurred by Consultant in
connection with the Consulting Services.
5. Independent Contractor. Consultant is an independent contractor with
the responsibility for, and control over, the details and means of performing
the Consulting Services required hereunder. Nothing contained in this Agreement
shall be construed as constituting Consultant as an agent or employee of UMDN.
Consultant shall not be liable for any business, obligation, matter or thing as
to the Company.
6. Hours and Other Activities. Consultant shall devote such of his time
and efforts and at such places as in his judgment as to the Consulting Services
and this Agreement in no way restricts Consultant from other services to other
persons or firms.
7. General Provisions.
(a) Nonassignability. Neither this Agreement nor any right or interest
hereunder shall be assignable by Consultant or UMDN.
(b) Binding Agreement. This Agreement shall be binding on and inure to
the benefit of Consultant and UMDN and their respective heirs, legal
representatives and permitted successors and assigns.
(c) Amendment of Agreement. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.
(d) Waiver. No term or condition of this Agreement shall be deemed to
have been waived unless in writing.
(e) Severability. If, for any reason, any provision of this Agreement
is held invalid, such invalidity shall not affect any other provision of this
Agreement, and each such other provision shall to the full extent consistent
with the law continue in full force and effect.
(f) Headings. The headings of Sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
(g) Governing Law. This Agreement has been executed and delivered in
the State of California, and its validity, Interpretation, performance, and
enforcement shall be governed by the laws of such State.
The parties have executed this Agreement on the date first written above to be
effective as of such date.
UMDN, Inc.
By: /s/
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Its: CFO / Secretary
/s/
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Xxxxx Xxxxxx, Consultant
