EXHIBIT 4.7
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into and is effective as of
the 19th day of June 2002 BY AND BETWEEN Genius Products, Inc. 00000 Xx Xxxxxx
Xxxx Xxxxx 000 Xxx Xxxxx XX, 00000 (the "Company") AND Xxxxx Xxx with principal
address at 000 Xxxxxx Xxxxxx, Xx. Xxxxxxx, Xxxxxx XXX 0X0 Xxxxxx ("Consultant").
WHEREAS:
A. Consultant acknowledges and agrees that he has received and reviewed a
copy of the Company's most recent audited financial statements together
with related business plan and related documents.
B. Consultant warrants and represents that he is an "Accredited Investor"
as that term is defined under Rule 501 of Regulation D of the
Securities Act of 1933 and he understands that the Company is relying
upon his representations in connection with the Company's issuances of
its Common Stock to Consultant as contemplated by this Agreement.
C. Consultant warrants and represents that he is experienced and
sophisticated in making investments for the purchase of the securities
of small companies whose securities are traded on a limited basis.
D. Consultant warrants and represents that he understands that the
purchase of the Company's Common Stock involves significant risks that
are beyond the control of the Company and there can be no assurance
that any shares of the Company's Common Stock acquired by Consultant
will maintain their value.
E. The Company seeks Consultant's assistance in connection with its
business plan and business strategy and Consultant is willing to render
all said assistance subject to the terms and conditions of this
Agreement.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.0 DESCRIPTION OF CONSULTING SERVICES. Consultant agrees to provide the
following consulting services:
o 1.0.1 Assist in the product & corporate imaging advertising identifying
prospective strategic partners for technology development; and Website
design.
2.1 FEE TO BE PAID CONSULTANT. In consideration for the services to be
rendered by Consultant as described in Section 1.0 of this Agreement,
the Company shall pay Consultant the sum of:
o $50,000 in shares - price per share to be that on the day that
the Company gives the "go-ahead".
o $25,000 in stock due the day the Company gives the "go-ahead"
o $25,000 due 30 days after "go-ahead" date
The Company can cancel anytime after the first payment if they
are not happy with the results. The Company shall, at its sole
expense, prepare and file a Registration Statement under Form
S-8 for the registration of the Shares to be issued to
Consultant. Consultant shall cooperate with the Company and
provide any information or documents reasonably needed by the
Company to prepare and file said Registration Statement.
Consultant shall not have any liability for any costs incurred
by the Company in connection with the filing and preparation
of the Registration Statement or compliance with any state or
federal securities laws, rules, or regulations thereunder. All
costs and expenses incurred in connection with the preparation
and filing of the Registration Statement are the sole
responsibility of the Company.
3.0 LIMITATION ON SCOPE OF CONSULTING SERVICES. Both the Company and Consultant
acknowledge and agree that the services rendered by Consultant under this
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Agreement shall not: (i) directly or indirectly promote or maintain a market for
the Company's securities; (ii) assist the Company in raising capital; or (iii)
assist the Company in effecting a merger or acquisition.
4.0 OBLIGATIONS OF COMPANY. The Company shall cooperate with Consultant, provide
Consultant with copies of all reports, correspondence, agreements, other
documents and information requested by Consultant in a timely manner. The
parties hereto expressly agree that Consultant's due diligence inquiry and
evaluation of the Company's affairs requires that the information required by
Consultant shall be broadly construed but both parties understand that if the
Company requires any information to remain confidential, Consultant and
Consultant's agents shall not release said information without the written
consent of the Company.
5.0 LENGTH OF AGREEMENT This Agreement will be for two (2) months and will begin
on a date at the discretion of the Company which is yet to be determined and
which will be included in an addendum to this agreement.
6.0 TERMINATION This agreement may be terminated by either party hereto at any
time after the first two months with or without cause upon thirty (30) days'
written notice.
7.0 MISCELLANEOUS.
7.0.1 SUCCESSORS. The provisions of this Agreement shall be deemed to obligate,
extend to and inure to the benefit of the successors of each of the parties to
this Agreement.
7.0.2 INDEPENDENT COUNSEL. Each of the parties to this Agreement acknowledges
and agrees that it has been represented by independent counsel of its own choice
throughout all negotiations which preceded the execution of this Agreement and
the transactions referred to in this Agreement, and each has executed this
Agreement with the consent and upon the advice of said independent counsel. Each
party represents that he or it fully understands the provisions of this
Agreement, has consulted with counsel concerning its terms and executes this
Agreement of his or its own free choice without reference to any
representations, promises or expectations not set forth herein.
7.0.3 INTEGRATION. This Agreement, after full execution, acknowledgment and
delivery, memorializes and constitutes the entire agreement and understanding
between the parties and supersedes and replaces all prior negotiations and
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agreements of the parties, whether written or unwritten, or related thereto.
Each of the parties to this Agreement acknowledges that no other party, nor any
agent or attorney of any other party has made any promises, representations, or
warranty whatsoever, express or implied, which is not expressly contained in
this Agreement; and each party further acknowledges that he or it has not
executed this Agreement in reliance upon any belief as to any fact not expressly
recited herein above.
7.0.4 ATTORNEYS FEES. In the event of a dispute between the parties concerning
the enforcement or interpretation of this Agreement, the prevailing party in
such dispute, whether by legal proceedings or otherwise, shall be reimbursed
immediately for the reasonably incurred attorneys' fees and other costs and
expenses by the other parties to the dispute.
7.0.5 INTERPRETATION. Wherever the context so requires: the singular number
shall include the plural; the plural shall include the singular; and the
masculine gender shall include the feminine and neuter genders.
7.0.6 CAPTIONS. The captions by which the sections and subsections of this
Agreement are identified are for convenience only, and shall have no effect
whatsoever upon its interpretation.
7.0.7 AMENDMENTS. No amendment to this Agreement shall be effective unless the
same shall be in writing executed by the party against whom enforcement is
sought.
7.0.8 SEVERANCE. If any provision of this Agreement is held to be illegal or
invalid by a court of competent jurisdiction, such provision shall be deemed to
be severed and deleted; and neither such provision, nor its severance and
deletion, shall affect the validity of the remaining provisions.
7.0.9 COUNTERPARTS & CHOICE OF LAW. This Agreement may be executed in any number
of counterparts. This Agreement shall be governed by the laws of the State of
California as if this Agreement were entirely performed and acts contemplated by
this Agreement were rendered solely within the State of California.
7.0.10 EXPENSES ASSOCIATED WITH THIS AGREEMENT. Each of the parties hereto
agrees to bear its own costs, attorneys fees and related expenses associated
with this Agreement.
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7.0.11 EQUITABLE REMEDIES. In the event of any breach of this Agreement, the
provisions of this Agreement may be enforceable in a court of equity by a decree
of specific performance. The remedy shall not be exclusive and shall be in
addition to any other remedy available.
7.0.12 ARBITRATION. Any dispute or claim arising to or in any way related to
this Agreement shall be settled by arbitration in St. Sauveur, Quebec. All
arbitration shall be conducted in accordance with the rules and regulations of
the American Arbitration Association ("AAA"). AAA shall designate an arbitrator
from an approved list of arbitrators following both parties' review and deletion
of those arbitrators on the approved list having a conflict of interest with
either party. Each party shall pay its own expenses associated with such
arbitration (except as set forth in Section 6.0.4 above). A demand for
arbitration shall be made within a reasonable time after the claim, dispute or
other matter has arisen and in no event shall such demand be made after the date
when institution of legal or equitable proceedings based on such claim, dispute
or other matter in question would be barred by the applicable statutes of
limitations. The decision of the arbitrators shall be rendered within 60 days of
submission of any claim or dispute, shall be in writing and mailed to all the
parties included in the arbitration. The decision of the arbitrator shall be
binding upon the parties and judgement in accordance with that decision may be
entered in any court having jurisdiction thereof.
7.0.12 POWER TO BIND. A responsible officer of the Company has read and
understands the contents of this Agreement and is empowered and duly authorized
on behalf of the Company to execute it.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
FOR THE COMPANY:
By: /S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, CEO - Genius Products, Inc.
Its: CEO
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FOR CONSULTANT:
By: /S/ XXXXX XXX
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Xxxxx Xxx
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