Independent Representative Agreement
This Agreement ("Agreement") is made June 21, 2005 between Premiere
Publishing Group, Inc., a Nevada Corporation, ("PPG"), Rob & Suz Consulting
Inc., a Florida Corporation, ("R&S"), Xxxxxx Xxxx, an individual, and Xxxxxxx
Xxxx, an individual.
WHEREAS, PPG desires to appoint R&S as an independent representative
to solicit advertising for Poker Life Magazine, a title PPG owns and intends to
be publishing in October 2005.
NOW, THEREFORE, the parties agree as follows:
1. This Agreement set forth the complete, final and exclusive
embodiment of the entire agreement between R&S, PPG, Xxxxxx Xxxx and Xxxxxxx
Xxxx with respect to the subject matter of this Agreement. This Agreement is
entered into without reliance upon any promise, warranty, or representation,
written or oral, other than those expressly contained in this Agreement, and it
supercedes any other such promises, warranties, representations, executed
agreements, or oral understandings between the parties, including but not
limited to an Equity Ownership Transfer Agreement executed on March 24, 2005
(the "Transfer Agreement") that states that the members of Lyco Financial,
Xxxxxxx Xxxx and Xxxxxx Xxxx, transferred their 50% membership of Lyco Financial
and the title Play Savvy Magazine to PPG. Upon execution of this Agreement, R&S,
Xxxxxx Xxxx, Xxxxxxx Xxxx and PPG acknowledge that the Transfer Agreement will
be null and void, that Lyco Financial is wholly owned by them, and that Play
Savvy Magazine has ceased being, and will not in the future be, published.
2. PPG hereby appoints R&S as its independent representative, and R&S
accepts that appointment. In that capacity, R&S shall use its best efforts to
solicit advertising for Poker Life Magazine within the on-line gaming community
and provide regular weekly updates as to its activities. Additionally, R&S shall
review, analyze and make recommendations with respect to such other matters
related to Poker Life Magazine where the Company seeks its advice. R&S
undertakes to give the Company the benefit of Xxxxxx and Xxxxxxx Xxxx'x best
judgment and best efforts in rendering the services described in the preceding
sentences, and, as such, they hereby agree to devote such time to such services
as is reasonably required by the Company.
3. In consideration for R&S accepting to become PPG's independent
representative, PPG shall issue to Xxxxxx Xxxx three hundred and twenty five
thousand (325,000) shares of PPG common stock and Xxxxxxx Xxxx three hundred and
twenty five thousand (325,000) shares of PPG common stock upon execution of this
Agreement, on condition that Xxxxxx Xxxx and Xxxxxxx Xxxx return to PPG any and
all shares of this common stock previously issued to them, jointly or
individually.
4. Commencing August 1, 2005, during the term of this Agreement PPG
shall pay R&S a monthly retainer in the sum of $10,000.
5. PPG shall pay R&S a 10% net commission on all advertising from the
on-line gaming community generated by Xxxxxx Xxxx and Xxxxxxx Xxxx and a 5% net
commission on all advertising sold by PPG to the on-line gaming community as a
direct result of Xxxxxxx Xxxxxxxx attending on-line gaming trade shows with R&S.
A complete list and revenue generated by Xxxxxxx Xxxxxxxx attending such trade
shows will be provided to R&S, which shall include any revenues generated as a
result of the previously attended Montreal and Amsterdam shows.
6. R&S, if approved by PPG (which approval shall not be unreasonably
withheld, conditioned or delayed), will attend trade shows and will be provided
the following by PPG: (1) business class airfare for two, (2) meal allowance,
(3) hotel accommodations, (4) ground transportation to and from the airport, and
(5) an entertainment allowance. PPG shall pay R&S's monthly cell phone (i.e.
Blackberry) xxxx.
7. R&S will be listed as "Advertising Directors" on the masthead of
Poker Life Magazine.
8. All commission payments will be reconciled and paid upon release of
each publication by printer (i.e., every 60 days after execution of this
Agreement).
9. In rendering services under this agreement, R&S will be an
independent contractor and will not be considered as having employee status or
being entitled to participate in any PPG employee plans, arrangements, or
distributions. R&S shall not act as an agent for PPG, Poker Life Magazine, LLC
or Poker Life and is not authorized to enter into any agreements, incur any
obligations on behalf of PPG, Poker Life Magazine, LLC, Poker Life or bind PPG
in any matter whatsoever, unless PPG gives its consent, in advance and in
writing.
10. R&S shall indemnify PPG from any liabilities arising after the
date of this agreement solely as a result of R&S's performing services under
this agreement if those liabilities are the result of R&S's gross negligence or
willful misconduct.
11. The term of this Agreement shall continue for a period of time
equal to the greater of: (i) two years; or (ii) for so long as Poker Life
Magazine is published, except that PPG may terminate this Agreement immediately
on written notice to R&S if any of R&S, Xxxxxx Xxxx, and Xxxxxxx Xxxx breaches
any of its obligations under this Agreement and fails to cure that breach within
30 days of being notified of that breach in writing, and R&S may terminate this
Agreement immediately on written notice to PPG if PPG breaches any of its
obligations under this Agreement and fails to cure that breach within 30 days of
being notified of that breach in writing. This Agreement may only be renewed in
writing. However, if PPG is unable to publish Poker Life Magazine by December
31, 2005 or determines to cease publishing Poker Life for any reason during the
course of this Agreement, this contract will automatically terminate and no
compensation will be due to R&S as a result. If PPG sells Poker Life Magazine to
a third party, this Agreement will automatically terminate and PPG's sole
obligation will be to pay R&S a three-month stipend in the sum of thirty
thousand dollars ($30,000).
12. If Xxxxxx Xxxx cannot perform his duties as outlined herein as a
direct result of his becoming ill, disabled or dying, PPG shall for the
remaining term of this Agreement pay R&S a monthly stipend of $4,000 and a 5%
commission payment on R & S managed accounts who remain advertising even if PPG
maintains the accounts. An account list must be submitted by R&S to PPG and
approved by PPG. However, if PPG no longer publishes Poker Life or sells Poker
Life to a third party, PPG's obligations under this section will cease.
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13. For a period of five (5) years from the date of this Agreement,
R&S, Xxxxxx Xxxx and Xxxxxxx Xxxx each shall not, directly or indirectly, own,
manage, operate, join, control, participate in, invest in, or otherwise be
connected or associated with, in any manner, including as an officer, director,
employee, independent contractor, stockholder, member, partner, consultant,
advisor, agent, proprietor, trustee, or investor, any Competing Business. For
purposes of this agreement, "Competing Business" means any magazine on the
subject of gaming, including without limitation any magazine on the subject of
poker. R&S, Xxxxxx Xxxx and Xxxxxxx Xxxx each acknowledges that any violation by
any of them of any of the obligations contained in this section 13 would cause
PPG immediate, substantial, and irreparable injury for which it has no adequate
remedy at law. Accordingly, R&S, Xxxxxx Xxxx and Xxxxxxx Xxxx each consents to
entry of an injunction or other equitable relief by a court of competent
jurisdiction restraining any violation or threatened violation of any
undertaking contained in this section 13, with out any requirement of posting of
bond. PPG's rights and remedies under this section 13 are cumulative and are in
addition to rights and remedies otherwise available to PPG under this Agreement
or applicable law.
14. No provisions of this Agreement may be modified, waived, or
discharged unless that waiver, modification or discharge is agreed to in writing
signed by the parties. No waiver by
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any party of any breach of this agreement by any other party of constitutes a
waiver of any other breach occurring at the same time or before or after.
15. Any matters arising under this Agreement, including without
limitation tort claims, are governed by the laws of the State of New York,
without giving effect to principles relating to conflicts of law.
The parties are signing this agreement as of the date stated in the
introductory clause.
ROB & SUZ CONSULTING INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
PREMIERE PUBLISHING GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxx
President
/s/ Xxxxxx Xxxx
--------------------------------
XXXXXX XXXX
/s/ Xxxxxxx Xxxx
--------------------------------
XXXXXXX XXXX
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