EXHIBIT 10.1
CONSULTING AND MARKETING AGREEMENT
This agreement is entered into by Destin Sands International, hereinafter
referred to "Consultant", and Zkid Network Company, hereinafter referred to as
"ZNC", and sets forth the terms and conditions for services to be rendered by
Consultant on behalf of ZNC.
SERVICES OF THE CONSULTANT
Destin Sands International will serve as your consultant to advise and assist
you on the formulation and implementation of management directives.
These services include, but are not be limited to, the following:
o Assistance in connection with potential acquisition, merger and strategic
transactions.
o Advice concerning the formulation and implementation of various management
programs intended to achieve targeted corporate objectives.
o Advice concerning future restructuring of ZNC.
o Advice and recommendations on marketing, advertising placement, online viral
marketing programs and platforms and other marketing activities.
TIMING, FEES AND EXPENSES
1. Consultant will commence its work with ZNC immediately. For the consulting
services provided during the term of the engagement, Consultant charges a one
time up front fee of 2 million shares of registered stock at a $.001 cost basis,
and an option to purchase 3 million registered shares of the Company at $.11
collectively representing the "Consulting Fee". The consulting services will be
for a period of 1 year. If ZNC desires to terminate the services of the
Consultant prior to the expiration of this agreement, the Consultant will be
entitled to retain the entire consulting fee and no pro-ration of this fee will
be made.
2. ZNC will issue to Consultant within 10 business days of signing the
Consulting and Marketing Agreement receipt of the Consulting Fee.
3. Travel expenses. All of Consultant's travel, lodging, meals and airfare
incurred on ZNC's behalf, over $250, shall be pre-approved. Airfare shall be
pre-paid directly by ZNC (rather than paid by, and subsequently reimbursed to
Consultant).
o All remittances will be made to Consultant.
ADDITIONAL TERMS
This Agreement will commence with your signing this Agreement, and will continue
for a period of 365 days.
1. Consultant's relationship with ZNC shall be that of an independent contractor
and not that of an employee. Consultant will not be eligible for any employee
benefits, nor will ZNC make deductions from the consulting fees for taxes,
insurance, bonds or any other subscription of any kind, which shall be
Consultant's sole responsibility. Consultant will use its best efforts in
performing the services under this Agreement, within the scope of work specified
in this Agreement. The Consultant may use contractors or other third parties of
Consultant's choice to assist in rendering such services.
2. Confidentiality and non-disclosure. ZNC, their officers, directors, employees
and/or agents, understand that Consultant considers its investors, source firms
and compensation arrangements to be confidential and proprietary, and agrees not
to disclose any such information to any person or firm outside of ZNC without
prior written consent from Consultant, except as required by law. ZNC's
obligations under this paragraph shall survive termination of this Agreement for
a period of 24 months.
3. Consultant shall keep in confidence and shall not disclose or make available
to third parties or make any use of any information or documents relating to the
products, methods of manufacture, trade secrets, processes, business or affairs
or confidential or proprietary information of ZNC (other than information in the
public domain through no fault of Consultant), except with the prior written
consent of ZNC. Upon termination of this Agreement Consultant will, upon request
by ZNC, return all documents, and other materials related to the services
provided hereunder furnished to Consultant by ZNC. Consultant's obligations
under this paragraph shall survive termination of this Agreement.
4. Consultant and ZNC further agree to indemnify and hold each other harmless
from and against any and all losses, claims or damages, including any legal or
other expenses reasonably incurred, in connection with defending against any
litigation, whether commenced or threatened, to which either ZNC or Consultant
may become subject under any statute, caused by, or arising out of any service
under this Agreement; provided, however, that neither party shall be liable in
any such case to the extent that any loss or damage is found to have resulted
from the other party's gross negligence, intentional misrepresentation or
violation of any statute or regulation.
5. In the event that any controversy or claim arises out of this Agreement, the
parties hereto shall negotiate in good faith to resolve such controversy or
claim. If such controversy or claim cannot be settled by the parties through
negotiation, such controversy or claim shall be settled by binding arbitration.
During the arbitration, both parties shall continue to perform their obligations
under this Agreement unless the Agreement has been terminated. In addition to
any other recovery, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs thereby incurred.
6. If any provision of this Agreement is held to be invalid or unenforceable to
any extent in any context, it shall nevertheless be enforced to the fullest
extent allowed by law in that and other contexts, and the validity and force of
the remainder of this Agreement shall not be affected thereby. Further, a waiver
of the non-performance of any provision of this Agreement must be in writing and
shall apply only to the particular non-performance involved and shall not
constitute an amendment, change or modification of this Agreement or apply to
any other performance requirement.
7. This agreement shall inure to the benefit of and be binding on the respective
parties hereto and the respective executors, administrators, successors and
assigns.
8. If accepted by ZNC and Consultant below, this Agreement shall constitute a
binding agreement between ZNC and Consultant. This Agreement reflects the entire
agreement between ZNC and Consultant, and the terms herein shall not be modified
except by a written amendment signed by the parties hereto. The signatories
below acknowledge that they have the necessary authority of their respective
parties, including board approval, if required, to enter into this Agreement.
9. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New Jersey.
10. The Consultant is not a registered broker and will not provide the services
of a broker. If it is necessary to utilize the services of a registered broker,
any fees and/or costs of such a broker shall be borne by ZNC.
AGREED AND ACCEPTED:
Destin Sands International ZKID NETWORK COMPANY
Signature: /S/ ▇▇▇▇▇ ▇▇▇▇▇ Signature: /S/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title: President Title: President
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Date: 02/17/04 Date: 02/17/04
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