MARKETING CONSULTING AGENCY AGREEMENT
MARKETING CONSULTING AGENCY AGREEMENT
This Agreement ("Agreement") is entered into as of the 28th day of May, 2004 by and between Xxxx Xxxxxx Consulting, a Florida Corporation with offices at 0000 Xxxxxxxx Xx., Xxxx Xxxxx XX 00000 and Left Right Marketing Technology, Inc., a Delaware corporation with offices at 0000 Xxxxxx Xxxxxxx Xx., Xxx Xxxxx, XX 00000 ("Grazer").
1. Term.
This Agreement shall be effective as of June 1, 2004 and remain in effect for one (1) year through May 31, 2005.
2. Services.
XXXX XXXXXX CONSULTING will serve as Grazer's marketing consulting agency on a non-exclusive basis. XXXX XXXXXX CONSULTING's primary responsibilities will include, but not be limited to, advertising and media consulting and initiating contacts with potential investors.
XXXX XXXXXX CONSULTING will use commercially reasonable efforts in performing its services under this Agreement, and will coordinate with Grazer such that Grazer is kept regularly and fully informed of XXXX XXXXXX CONSULTING's activities under this Agreement. XXXX XXXXXX CONSULTING will not issue any substantive information relating to Grazer to the public or to any third party unless the content thereof has been first approved by Grazer.
3. Compensation.
Grazer will compensate XXXX XXXXXX CONSULTING for services provided under this Agreement as follows:
XXXX XXXXXX CONSULTING 's fee shall consist solely of 75,000 shares of LRMK $.001 par value publicly traded common stock ("Stock"), which Stock shall be issued to XXXX XXXXXX CONSULTING within 60 days of the signing of this agreement
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(a) Grazer will undertake necessary procedures with its Transfer Agent to effectuate the transfer of the Stock as contemplated under this Agreement and otherwise adhere to all relevant federal and state securities laws.
(b) Grazer shall reimburse XXXX XXXXXX CONSULTING for pre-approved expenses incurred by XXXX XXXXXX CONSULTING in connection with services provided by XXXX XXXXXX CONSULTING under this Agreement. All out-of-pocket expenses will be itemized for Grazer and supported with back-up documentation.
4. Ownership of Materials.
All marketing materials and other materials and ideas conceived or prepared by XXXX XXXXXX CONSULTING or Grazer, pursuant to or otherwise relating to this Agreement ("Materials"), whether or not used by Grazer, shall be Grazer's exclusive property. This includes current work in progress as will as completed projects.
5. Confidentiality/Safeguarding of Property.
(a) XXXX XXXXXX CONSULTING hereby represents and warrants that it
will maintain the
confidentiality of any and all information, documents, papers, programs, plans
and ideas relating to Grazer (including without limitation, the contents of this
Agreement, the Materials, and any of Grazer's property provided to XXXX
XXXXXX CONSULTING or
otherwise in XXXX XXXXXX CONSULTING's possession, custody or control)
(collectively, "Grazer's
Property"), and will not disclose the same to the public or to any third party
without Grazer's prior written approval.
(b) XXXX XXXXXX CONSULTING acknowledges that Grazer's Property is
essential to the goodwill of
the business of Grazer. XXXX XXXXXX CONSULTING shall not use for its
own benefit, publish, or
otherwise disclose to others, or knowingly permit the use by others for their
benefit or to the detriment of Grazer, any of Grazer's Property. XXXX XXXXXX
CONSULTING shall
carefully restrict access of Grazer's Property to those of its officers, directors,
employees and agents who need such access in order to participate on
behalf of XXXX XXXXXX CONSULTING in the services to be rendered
hereunder.
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(c) XXXX XXXXXX CONSULTING represents and warrants that it will
advise each of the persons to
whom XXXX XXXXXX CONSULTING provided access to any of Grazer's
Property of the foregoing
responsibility and that such persons are strictly prohibited from making and using,
publishing, or otherwise disclosing to others, or permitting others to use for their
benefit any of Grazer's Property. XXXX XXXXXX CONSULTING shall take its
customary precautions to
protect the confidentiality of Grazer's Property. XXXX XXXXXX
CONSULTING will take all reasonable
security precautions to safeguard all of Grazer's Property from access by
unauthorized employees and third parties; however, in the absence of gross
negligence by XXXX XXXXXX CONSULTING, XXXX XXXXXX
CONSULTING will not be held responsible for any loss, damage,
destruction, or unauthorized use by others of Grazer's Property.
6. Trademarks.
Grazer hereby grants XXXX XXXXXX CONSULTING permission to use its "Crazy Grazer" name (or affiliated entity name), logo and other trademarks and intellectual property right ("Trademarks") solely and exclusively to the extent necessary for XXXX XXXXXX CONSULTING to perform its responsibilities under this Agreement. XXXX XXXXXX CONSULTING will not represent to any party that it has any additional right in, or is the owner of, the Trademarks. XXXX XXXXXX CONSULTING will immediately cease use of the Trademarks upon the expiration or termination of this Agreement.
7. Independent Contractor.
The relationship of the parties is solely that of independent contractors. Nothing contained in this Agreement shall be construed to place Grazer and XXXX XXXXXX CONSULTING in a relationship as partners, joint ventures or employer and employee, nor shall either party be considered an affiliate or subsidiary of the other. Neither party will have any authority to create or assume in the other's name or on its behalf any obligations, express or implied, or to act or purport to act as the other's agent or legally empowered representative for any purpose whatsoever, except as expressly provided in this Agreement.
8. Indemnification.
Notwithstanding any other provision in this Agreement, each party ("Indemnitor") agrees to indemnify and hold harmless the other party ("Indemnitee"), and its officers, directors, employees, parents, subsidiaries, affiliates, advisors and agents (each an "Indemnified Person") from and against any and all losses, claims, damages, settlement payments, penalties or liabilities imposed on, incurred by or asserted against any Indemnified Person. Either party will promptly reimburse each Indemnified Person for all fees, expenses and costs (including all fees and expenses of counsel) as they are incurred in connection with investigation, preparing or defending any action, claims, suit, or proceeding relating to or arising out of any interaction or dealing with Indemnitor, whether or not pending or threatened and whether or not any Indemnified Person is a part thereto.
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9. Notice.
Any notices hereunder shall be in writing and sent postage prepaid by certified, registered, facsimile, or overnight carrier or by prepaid telegraph to the respective parties at their addresses set forth below (or such addresses as the parties may hereafter in writing otherwise designate). The date or mailing or delivery to the telegraph office shall be deemed to constitute the date of any such notice. It is understood that it is each parties responsibility to notify each other of any change of address. Notices shall be addressed as follows:
To XXXX XXXXXX CONSULTING:
Xxxx Xxxxxx Consulting
0000 Xxxxxxxx Xx.
Xxxx Xxxxx, XX 00000
To Grazer: Left Right Marketing Technology, Inc.
Attn: Xxxx Xxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
10. Governing Law/Arbitration.
This Agreement shall be deemed to have been made in New York and shall be construed in accordance with the laws of the State of New York, without reference to conflict of law principles. Any and all differences and disputes between the parties arising out of, under or related to this Agreement will be resolved in arbitration by a single arbitrator before the American Arbitration Association ("AAA") and in accordance with its Commercial Rules. Any such arbitration proceeding shall take place in New York City or such other location as may be mutually agreed upon by the parties. All arbitration awards shall be final and binding upon the parties. The arbitrator shall have the right, in his or her award, to allocate fees and expenses (including reasonable attorney's fees) as he/she shall deem appropriate.
11. Assignment.
XXXX XXXXXX CONSULTING may not assign this Agreement, or assign any rights or delegate any duties hereunder, without Grazer's prior written consent. Grazer may assign this Agreement or any of its rights hereunder at any time provided that such assignment will not relieve Grazer of its obligation to XXXX XXXXXX CONSULTING hereunder.
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12. Entire Agreement.
This Agreement sets forth the entire understanding between the parties hereto concerning the subject matter hereof, superseding all prior or contemporaneous oral or written arrangements. This Agreement, and any amendment, modification or waiver thereof, must be executed by duly authorized representatives of the parties, and the individuals named below personally represent and warrant that they are so authorized on behalf of the respective parties.
Xxxx Xxxxxx Consulting
/s/ Xxxx Xxxxxx May 28, 2004
By: Xxxx Xxxxxx Dated
LEFT RIGHT MARKETING TECHNOLOGY, INC.
AKA CRAZY GRAZER
/s/ Xxxx Xxxxxx July 1, 2004
By: Xxxx Xxxxxx Dated
