EXHIBIT 10.1
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IN MEDIA CORPORATION
Multimedia Marketing Consulting & Service Agreement
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This Multimedia Marketing Consulting and Service Agreement ("AGREEMENT") is
entered into on February 2, 2012 by XXXXXXX XXXXXXXX. ("CONSULTANT"), of 00-00
000xx Xxxxxx Xxxxxxx, XX 00000 ("CONSULTANT"), of 92071 and INMEDIA,
CORPORATION., a Delaware corporation, having a mailing address of 0000 Xx Xxxxxx
Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 ("COMPANY"), based on the following mutual
understanding:
ARTICLE 1 - DESCRIPTION OF CONSULTING SERVICES
The nature and scope of the consulting service ("Service") to be performed
hereunder are as set forth in EXHIBIT A, STATEMENT OF WORK, attached hereto.
ARTICLE 2 - TERM OF AGREEMENT
This Agreement commences on the date first set forth above and expires Twelve
months from the date hereof.
ARTICLE 3 - OVERSIGHT OF CONSULTING SERVICES AND CONTRACTUAL AUTHORITY
The Company employees authorized to provide oversight and direction of the
Consultant's efforts and services within the scope of EXHIBIT A, STATEMENT OF
WORK, arc Chief Executive Officer, and/or such other person as may hereafter be
designated in writing by the Chief Executive officer of the Company. Such
authority on the part of the above named individuals does not extend to actual
or constructive amendments or changes to this Agreement or to other contractual
approvals required hereunder, except where expressly provided.
ARTICLE 4 - COMPENSATION, BILLING AND PAYMENT
In consideration for the Services to be rendered for the benefit of and accepted
by Company under this Agreement, the Consultant will receive the remuneration in
accordance with the schedule set forth in EXHIBIT B, attached hereto, which will
constitute the entire compensation (inclusive of all overhead, profit, and
expenses) to the Consultant for the services rendered under this Agreement. The
Consultant will submit statements to the Company on a monthly basis.
ARTICLE 5 - ENTIRE AGREEMENT
This Agreement (including all exhibits hereto) constitutes the entire
understanding and agreement between Company and the Consultant with respect to
the subject matter hereof, and supersedes all prior negotiations,
representations or agreements, either oral or written. No modification,
recession, waiver or termination of this Agreement, or any of its terms and
conditions, shall be binding on Company, unless agreed to in writing by the
president of Company.
ARTICLE 6 - PERFORMANCE
Consultant agrees, in its sole judgment, to use its best efforts to provide a
degree of professional performance commensurate with normal industry standards
for a public company of the same size and market complexities.
ARTICLE 7 - INDEPENDENT CONTRACTOR RELATIONSHIP
The Consultant is an independent contractor of Company and, except to the extent
specified in this Agreement, Company may not control or direct the details and
means by which Consultant performs its duties under this Agreement. This
Agreement shall not create the relationship of employer and employee, a
partnership or a joint venture. Neither the Consultant nor Company shall be
deemed an agent of the other on account of this Agreement or the performance of
any of their obligations hereunder. The Consultant does not have any authority
to bind Company to any agreement or contract.
ARTICLE 8 - ASSIGNMENT
Consultant may not assign or transfer this Agreement, any rights hereunder, nor
any payment due or to become due hereunder. Any such assignment(s) or attempt at
any such assignment is void and not binding upon Company. The Consultant
acknowledges that this Agreement is one for personal services for the benefit of
Company and is therefore not assignable in whole or in part.
ARTICLE 9 - SUBCONTRACTING
Company retains the exclusive right to approve all subcontractors of the
Consultant, and the Consultant agrees that it will not subcontract any work and
services under this Agreement without the prior written approval of Company.
ARTICLE 10 - ACCESS TO WORK
Company shall, at all reasonable times, have free access to the services and
facilities of the Consultant and its subcontractors for purposes of inspecting
same and determining that the work and services are being performed in
accordance with the terms of this Agreement.
ARTICLE 11 - COMPLIANCE WITH THE LAW
The Consultant will comply with all applicable federal, state and local laws,
rules and regulations including all securities laws applicable to IN Media
Corporation, and its consultants.
ARTICLE 12 - APPLICABLE LAW
The rights and obligations arising from this Agreement are governed by the laws
of the state of California.
ARTICLE 13 - TAXES
Any and all taxes applicable to the performance of the Consultant hereunder and
its incurrence of cost therefor are included in the Consultant's fee payable
hereunder (except as otherwise expressly provided herein) and that the
Consultant is wholly responsible for the necessary filing of income tax returns
to the proper taxing authorities and for payment of all such taxes. The
Consultant is wholly responsible for withholding and payment of all federal,
state and local taxes of whatever nature.
ARTICLE 14 - WARRANTY
The Consultant will perform the Services under this Agreement using the
Consultant's best skill, diligence and attention and warrants that the services
shall be performed with that degree of skill, care, and judgment customarily
accepted as sound, quality, professional practice and procedure in the field or
discipline represented by the Consultant.
ARTICLE 15 - OWNERSHIP OF WORK PRODUCT
All technical data, correspondence, and other work of the Consultant hereunder
produced under or pursuant to this Agreement is and will at all times remain the
property of Company and are to be delivered to Company when so requested. In
addition, upon the expiration or termination (regardless of the reason for
termination) of this Agreement, the Consultant shall deliver to Company any and
all drawings, notes, memoranda, specifications and documents in the Consultant's
possession or control relating to the performance by the Consultant of its
obligations hereunder or relating to any Third Party Information or Company's
Information (as such terms are defined in Article 21 below), excluding computer
software owned by Consultant and used in connection with the performance of its
duties hereunder.
ARTICLE 16 - DISSEMINATION OF WORK PRODUCT
Use, publication or teaching of non-public information directly derived from
work and services performed, or data obtained in connection with the work and
services rendered under this Agreement other than for Company's benefit is
prohibited unless expressly approved in writing by Company, which approval
Company may withhold in its sole and absolute discretion.
ARTICLE 17 - CUMULATIVE REMEDIES
Every right or remedy herein conferred upon or reserved to Company is cumulative
and in addition to every right and remedy now or hereafter existing at law or in
equity, and the pursuit of any right or remedy shall not be construed as an
election.
ARTICLE 18 - AUTHORITY
It is specifically is understood that Consultant is providing the Services
described herein, and shall have no authority to enter into any commitments on
the Company's behalf, or to negotiate the terms of a merger, or to hold any
funds or securities in connection with a merger or to perform any act which
would necessitate the Consultant to be acting in its capacity as a licensed
securities broker or dealer.
ARTICLE 19 - SUSPENSION OF LISTING
IN the event that the Company is for any reason delisted, or trading of the
Company's securities is suspended for any time, the Company has the right to
suspend any unexpired part of this Agreement until further notice, at which time
Consultant shall subsequently resume the balance of Service under this
Agreement. Under no circumstances shall the Consultant be required to return any
compensation received prior to suspension.
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ARTICLE 20 - FORCE MAJEURE
Any delay in, or failure of performance of either party does not constitute
default hereunder or give rise to any claim for damage if and to the extent such
delay or failure is caused by occurrences beyond the control of the party
affected and which by the exercise of reasonable diligence, such party is unable
to prevent, including but not limited to, acts of God or the public enemy,
expropriation or confiscation of facilities or compliance with any order or
request of a governmental authority affecting to a degree not presently
existing, the supply, availability, or use of materials or labor, acts of war
public disorders, rebellion or sabotage, floods, riots or strikes. A party which
is prevented from performing for any reason shall immediately notify the other
party, in writing, of the cause for such nonperformance, and the anticipated
extent of the delay.
ARTICLE 21 - CONFIDENTIALITY
The Consultant shall keep all work and services carried out hereunder for
Company and all trade secrets, data and other proprietary and non-public
information of Company, including all information gathered or becoming known to
the Consultant arising out or in connection with the services performed under
this Agreement, (collectively, "COMPANY'S INFORMATION") entirely confidential,
and not use, publish, or make known, without Company's written approval, any of
Company's Information or any other information developed by the Consultant or
furnished by Company to any persons other than personnel of the parties of this
Agreement. However, the foregoing obligations of confidentiality, secrecy and
non-use do not apply to any information that was in the Consultant's possession
prior to commencement of work under this Agreement, or which is available to the
general public in a printed publication and provided further that the foregoing
obligation in no way limits the Consultant's internal use of any such work.
The Consultant understands, in addition, that Company may receive from third
parties confidential or proprietary information ("THIRD PARTY INFORMATION")
subject to a duty on Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. The Consultant
agrees to hold any Third Party Information in the strictest confidence and will
not disclose to anyone other than Company personnel, or use except in connection
with any work to be performed by the Consultant for Company, any Third Party
Information unless expressly authorized by an officer of Company in writing.
ARTICLE 22 - CHANGES AND/OR AMENDMENTS
The Company shall have the right, from time to time during the term of this
Agreement, by written notice to the Consultant, to make changes to the work and
Service covered by this Agreement and described on EXHIBIT A attached hereto,
including the right to expand, decrease or limit the scope and nature of the
work and services to be undertaken, or to redirect work and services already in
progress. In the event changes are made to EXHIBIT A and are material, the
parties shall negotiate in good faith to amend the fees and compensation to
reflect the changes and to amend EXHIBIT B attached hereto with the new fee
schedule.
ARTICLE 23 - LICENSES
Consultant represents that it is not required to maintain any licenses and
registrations under federal or any state regulations necessary to perform the
Services set forth herein. Consultant acknowledges that, to the best of its
knowledge, the performance of the Services set forth under this Agreement will
not violate any rule or provision of any regulatory agency having jurisdiction
over Consultant. Consultant acknowledges that, to the best of its knowledge,
Consultant and its officers and directors are not the subject of any
investigation, claim, decree or judgment involving any violation of the SEC or
securities laws. Consultant further acknowledges that it is not a securities
Broker Dealer or a registered investment advisor. Company acknowledges that, to
the best of its knowledge, that it has not violated any rule or provision of any
regulatory agency having jurisdiction over the Company. Company acknowledges
that, to the best of its knowledge, Company is not the subject of any
investigation, claim, decree or judgment involving any violation of the SEC or
securities laws.
ARTICLE 24 - WAIVER
In the event the Company fails to insist on performance of any of the terms and
conditions, or fails to exercise any of its rights or privileges hereunder, such
failure shall not constitute a waiver of such terms, conditions, rights or
privileges.
ARTICLE 25 - TERMINATION FOR CAUSE
The Company, upon written notice for cause, may terminate this Agreement, or any
part hereof, as a result of the Consultant's failure to perform the work and/or
Services as stated in Exhibit A and to provide remedial response to any
performance notice served under Article 6 of this Agreement, including progress
of the work and Services, or to otherwise adhere to the direction of Company
within the scope of this Agreement. Upon termination for any reason, Consultant
and Company shall negotiate to establish a mutually acceptable compensation for
the period of Service completed, and excess prepaid compensation, if any, shall
be returned to the Company.
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ARTICLE 26 - COMPETITION
Consultant represents and warrants that Consultant does not presently perform or
intend to perform, and will not perform during the term of the Agreement,
consulting or other services for, or engage in or intend to engage, and will not
engage in an employment relationship with, any company whose business or
proposed business in any way involves products or services which would be
competitive with the Company's products or services, or those products or
services proposed or in development by the Company during the term of the
Agreement. If, however, Consultant decides to do so, Consultant agrees that, in
advance of accepting such work, Consultant will promptly notify the Company in
writing, specifying the organization with which Consultant proposes to consult,
provide services or become employed by and to provide information sufficient to
allow the Company to determine if such work would conflict with the terms of
this Agreement, the interests of the Company or further services which the
Company might request of Consultant. If the Company determines that such work
conflicts with the terms of this Agreement, the Company reserves the right to
either: (a) prohibit Consultant from rendering such work or (b) terminate this
Agreement immediately for cause.
ARTICLE 27 - TERMINATION FOR CONVENIENCE
Company or the Consultant may terminate this Agreement, or any part hereof, for
the sole convenience of Company or the Consultant subject to mutual agreement of
settlement terms and refund of any prepaid compensation. Upon receipt of written
notification from the terminating party that this Agreement, or any part hereof,
is to be terminated, the Consultant shall immediately cease operation of the
work and Services stipulated, and assemble all material that has been prepared,
developed, furnished or obtained under the provisions of this Agreement that may
be in its possession or custody, and shall transmit the same to Company on or
before the fourteenth day following the receipt or delivery by the Consultant,
as the case may be, of the above written notice of termination.
ARTICLE 28 - INDEMNIFICATION
To the fullest extent permitted by law, the Consultant shall defend, indemnify
and hold Company, its officers, directors, shareholders, agents and employees
free and harmless from and against any and all claims, losses, demands, causes
of action, suits or other litigation (including attorney's fees and all other
costs thereof) of every kind and character, including, but not limited to
damages or loss from bodily injuries, death, damage to tangible or intangible
property in any way occurring incident to, arising out of or in connection with
the work and Services performed or to be performed by the Consultant hereunder
or occurring incident to, arising out of or in connection with the presence of
employees of the Consultant or any subcontractor on the work premises, all
regardless of whether or not Company is negligent in whole or in part.
ARTICLE 29 - INSURANCE
Insurance appropriate to work performed, in accord with standards for the field
or discipline, and acceptable to Company, including worker's compensation, if
applicable, shall be maintained at all times by the Consultant, at its own
expense, during performance of the Agreement. At a minimum, the Consultant shall
carry at its own cost and expense comprehensive general liability insurance,
including contractual liability and automobile liability, with a minimum
limitation of liability of $1,000,000.
ARTICLE 30 - COMPLETION
This Agreement or any portions of the Services rendered by the Consultant for
Company will not be considered complete until all work and Services,
specifications, and requirements have been satisfied and accepted by Company.
ARTICLE 31 - ELECTRONIC REPRODUCTION OF AGREEMENT
The parties agree that a scanned or electronically reproduced copy or image of
this fully executed Agreement is to be deemed an original and may be introduced
or submitted in any action or proceeding as competent evidence of the execution,
terms and existence hereof notwithstanding the failure or inability to produce
or tender an original, fully executed version of this Agreement and without the
requirement that the unavailability of such original of this Agreement first be
proven.
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Exhibit A
To MultiMedia Marketing Consulting Agreement
Statement of Work
VIDEO PRODUCTION FOR IN MEDIA'S PRODUCTS AND SERVICES. VIDEO PRODUCTION FOR IN
MEDIA'S CORPORATE PRESENTATIONS, CORPORATE BRANDING AND PRODUCT BRANDING
EFFORTS.
FEATURES INCLUDE.
CONTENT: Corporate news presented in HTML with logo, video or audio, plus links
to additional content all in one platform
PRODUCTION: Use all existing content or we'll scrip and produce it for IN Media.
Targeting: Individual journalist targeting plus delivery of message to
employees, customers, other key audiences
DISTRIBUTION: Includes full national wire and web, plus institutional delivery
as appropriate.
MONITORING: Release watch and hit counts
BASIC SERVICE COMPONENTS:
VIDEO: Up to 15 minutes encoded video or audio; windows MP and real player;
stored for 90 days.
IMAGES: One logo and one additional graphic, plus video screen grabs in TWO
display windows.
TEXT: 400 words included; additional words available, length charges apply
LINKS: Five links to supporting content from corporate site including HTML and
PDF files. Wire and Web Distribution: US1 full national wire transmission to
2,500 + media, 3,600 + web sites and PR Newswire for journalists with it's
86,000 + registered journalists.
EMAIL DISTRIBUTION: HTML e-mail to 100 targeted media contacts plus 200 contacts
from the corporate lists.
MONITORING: "Release Watch" shows IN Media release on key sites, "Media Access"
shows quantitive data of journalist access to corporate release on PR Newswire
For Journalists plus a total Hit Count on "opens"
TURNAROUND: 48-hours with existing video.
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Exhibit B
To MultiMedia Marketing Consulting Agreement
Compensation and Payment Terms
The Consultant shall be entitled to compensation for services performed and
accepted under this Agreement as follows:
The Consultant shall be compensated for Video Software development and marketing
services provided under this Agreement by means of a one-time grant of 2 million
shares of fully-paid common stock, payable within seven days of signing this
Agreement. The shares will be issued as per S-8 filings and will be in tranches
of 1 Million each with a gap of 4 weeks between the two tranches.
In General
This MULTIMEDIA MARKETING CONSULTING AGREEMENT sets forth the entire agreement
and understanding between the parties with respect to its subject matter and
supersedes all prior discussions, agreements and understanding of any nature
between them with respect thereto. This MULTIMEDIA MARKETING CONSULTING
AGREEMENT shall be governed by and construed in accordance with the laws of the
state of New York.
WHEREAS, the shares to be issued were not connected in any manner with capital
raising Purposes; the Company will not receive any proceeds or benefit from the
proceeds as a result of the sale of the shares; the shares are not being issued
as compensation for promoting the Company's Securities; the shares are not
issued directly or indirectly to promote or maintain a market for the Company's
securities; the recipient of the shares is not being issued to stock promoters;
and shares are being issued in connection with any merger or acquisition; and,
The shares are being issued as bona fide compensation for services rendered to
the Company with any of the foregoing.
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SIGNATURE PAGE TO MULTIMEDIA MARKETING CONSULTING AND SERVICE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the date first set forth above:
XXXXXXX XXXXXXXX. IN MEDIA CORPORATION.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxx Xxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxx Xxxxx
Title: Consultant Title: COO IN Media Corporation
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