Exhibit 10.8
AGREEMENT
THIS AGREEMENT is made this 1st day of July 1999, by and between TYPHOON CAPITAL
CONSULTANTS, LLC. (hereinafter TYPHOON), and ENTERTAINMENT BOULEVARD, INC.
(hereinafter CLIENT), with respect to the following facts:
A. TYPHOON is in business of providing financial and Internet strategy
consulting services.
B. CLIENT wishes to avail itself of TYPHOON'S services in Investor
Relations and Financial Communications.
C. TYPHOON is desirous of providing its services to CLIENT.
NOW, THEREFORE, predicated on the recitals above and of the terms,
conditions, and covenants described below, the parties hereto agree as follows:
1. TYPHOON agrees to render CLIENT its services which will be on a best
efforts basis.
2. CLIENT authorizes TYPHOON to act on its behalf in performing investor
relations services on a non-exclusive basis for the term of this
agreement, which are ordinarily and customarily performed by an
investor relations firm on behalf of a corporate client; including,
but not limited to, the review of the non-financial portions of the
quarterly and annual reports to the shareholders of CLIENT (excluding
forms filed with the Securities and exchange Commission and other
regulatory agencies), the drafting and distribution of financial and
general press releases, the drafting of a corporate profile for
distribution to shareholders and the investing public, and the general
introduction of CLIENT to the financial brokerage community. Releases
and other information made available to TYPHOON for dissemination to
the public, to shareholders and to the financial community will be
provided by a principal officer of CLIENT, its attorneys, or auditors.
3. CLIENT authorizes TYPHOON to act on its behalf as its non-exclusive
public relations agent. TYPHOON shall use its best efforts in the
performance of its assignment contemplated herein. However, since
outcomes are influenced by many factors beyond the control of TYPHOON,
CLIENT acknowledges and agrees that TYPHOON does not and cannot
guarantee specific, or overall results from its efforts on behalf of
CLIENT.
4. CLIENT understands and agrees that TYPHOON shall not be required to
render services to CLIENT on an exclusive basis, or devote its entire
time to CLIENT's affairs. Nothing in this agreement shall be
construed as limited TYPHOON's right to represent other persons and/or
entities, except that TYPHOON agrees not to represent any entity or
product which is directly competitive with a product marketed by
client unless TYPHOON first obtains CLIENT's written approval, which
approval may be withheld in CLIENT's sole discretion.
5. This engagement will be in effect for six months following the
commencement of the engagement and thereafter may be terminated by
providing one month written notice to the other and delivering same by
regular mail and/or telefacsimile.
Further, CLIENT understands and agrees that upon the effective
termination date of this Agreement, it shall remain solely liable for any and
all outstanding obligations incurred pursuant to this Agreement, including, but
not limited to all obligations to reimburse TYPHOON, or third parties. As a
material inducement to TYPHOON, CLIENT agrees to indemnify TYPHOON and hold it
free and harmless from any and all such obligations. Should any Judgment, or
assessment be made against TYPHOON for any such obligation of CLIENT arising
from TYPHOON's performance of its duties hereunder, CLIENT agrees to pay all
such Judgments or assessments immediately upon notice of their respective
existence unless incurred because of willful malfeasance, bad faith, or gross
negligence.
6. CLIENT understands and agrees that in furnishing the company with
advice and other services as provided in this Agreement, neither
TYPHOON nor any officer, director or agent thereof shall be liable to
CLIENT or its creditors for errors of judgment or anything except
willful malfeasance, bad faith or gross negligence in the performance
of it duties or the reckless disregard of its obligations and duties
under the terms of this Agreement.
7. CLIENT represents and warrants to TYPHOON that; CLIENT will not cause
or knowingly permit any action to be taken in connection with
transactions which violates the Securities Act of 1933, Securities Act
of 1934, or any state securities law. CLIENT agrees to indemnify and
hold TYPHOON and its officers, directors, and agents, free and
harmless from any liability, cost and expense, including attorneys'
fees in the event of a breach of this representation and warranty.
CLIENT shall also assume responsibility for the Indemnitees' defense
in any such matters, except where a conflict exists such that they are
required to retain separate counsel, in which event, CLIENT shall pay
the reasonable legal fees and expenses, as and when incurred, of
separate counsel retained by Indemnitees to provide such defense.
8. CLIENT agrees to issue a total of 25,000 shares of Client's Rule 144
restricted stock (OTC BB: EBLD) to TYPHOON CAPITAL CONSULTANTS, LLC.
To be issued immediately.
9. CLIENT agrees to reimburse TYPHOON for all reasonable out of pocket
expenses incurred by it in the performance of assignments on behalf of
CLIENT. Such out of pocket expenses shall include, but are not
limited to costs of long-distance telephone, facsimile services,
mileage/travel, messenger services, printing, copying, postage, and
other such ancillary services. However, it is understood by TYPHOON
that any single expense in excess of Two Hundred Dollars ($200.00)
will be approved in advance of CLIENT in writing. Any disputed
expense must be made known to TYPHOON in writing within fifteen (15)
days of receipt. Out of pocket expenses will be billed on or about
the fifteenth of each month and will be due and payable within fifteen
(15) days of receipt.
10. CLIENT or TYPHOON may cancel this agreement upon 30 days written
notice. Notwithstanding anything to the contrary, CLIENT will remain
obligated to pay TYPHOON pro-rata compensation in cash and stock
options for work done, according to this Agreement.
11. This Agreement shall be governed by and construed to be in accordance
with the laws of the State of California. The parties hereto shall
deliver notices to each other by personal delivery or by registered
mail (return receipt requested) addressed as follows:
TYPHOON: TYPHOON CAPITAL CONSULTANTS, LLC
0000 XXXXX XXXX XXXXXXXXX, XXXXX 0000
XXXXX XXXXXX, XX 00000
CLIENT: ENTERTAINMENT BOULEVARD, INC.
0000 XXX XXX XXXXXX, XXXXX 000
XXXXXX XXX XXX, XX 00000
12. All controversies between the parties hereto or arising out of or
relating to the business combination contemplated by this Agreement,
shall be resolved by arbitration in accordance with applicable rules
of the American Arbitration Association. The venue for any such
arbitration Los Angeles County, in the State of California.
13. The individual signing on behalf of CLIENT represents and warrants
that he is duly authorized to execute this agreement on its behalf.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
the day and date first above written.
"TYPHOON"
TYPHOON CAPITAL CONSULTANTS, LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx, President
Date: July 1, 1999
"CLIENT"
ENTERTAINMENT BOULEVARD, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx, CEO
Date: July 1, 1999
