EXHIBIT 10.5
CONSULTING AGREEMENT, dated as of FEBRUARY 23,2007 , between NT MEDIA CORP., a
Delaware Corporation (the "Company") and XXXX XXXXXX, an Individual (the
"Consultant").
WITNESSETH:
WHEREAS, the Consultant has expertise in the assisting in the
development and expansion of companies such as the Company, and
WHEREAS, the Company desires to retain the services of the Consultant
to render strategic advice and services with respect to the development of the
Company; and
WHEREAS, the Consultant wishes to render such services to the Company
upon the terms, conditions and covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. TERMS OF SERVICE:
SECTION 1.01 DUTIES: The Consultant will advise the Company's
management, employees, and agents with respect to the Company's field of
interest and business, and strategic and commercial matters related to the
Consultant's expertise. The Consultant will use best efforts to assist the
company in overall operational and business strategy. Upon reasonable notice to
the Consultant, the Company will have access to the Consultant at reasonable
times in order to discuss matters related to the Company's business. The
services to be provided by the Consultant pursuant to the terms hereof, whether
such services are performed verbally or in writing, shall be reasonable in terms
of hours per month. If no such services are requested, the consulting fees
provided for herein shall still be paid. Notwithstanding the foregoing, the
Consultant will use the Consultants best efforts to provide the following
services: 1.01.A:CONSULTANT SHALL USE HIS EXPERTISE, EXPERIENCE, AND INDUSTRY
CONTACTS TO ADVISE AND ASSIST THE COMPANY IN IT'S DEVELOPMENT OF NEW WEBSITES
BOTH FOR ORDINARY CORPORATE USE AS WELL AS FOR DIGITAL MEDIA CONTENT MANAGEMENT
AND DELIVERY. IN ADDITION , CONSULTANT SHALL MAKE HIMSELF AVAILABLE AND ASSESS
FEASIBILITY OF CERTAIN INTERNET VENTURES THAT THE COMPANY MAY BE EVALUATING IN
IT'S PURSUIT OF DIGITAL/INTERNET PORTIONS OF IT'S BUSINESS DEVELOPMENT.
SECTION 1.02 TERM: TERMINATION: The term (the "Term") of this Agreement
shall be 90 DAYS, commencing on the date hereof. In the event of any earlier
termination of this Agreement,
the parties hereto agree that the Consultant shall be entitled to the amounts
otherwise due hereunder notwithstanding such termination.
SECTION 1.03 CONSULTING FEE.
(a) The Company shall pay the Consultant 3,800,000 shares of the
Company's common stock (the "Stock"). The Stock shall have been previously
registered on form s-8
SECTION 1.04 EXPENSES. If the Company requests the Consultant to
provide any specific services hereunder that cause the Consultant to incur
expenses, the Company shall reimburse the Consultant for all expenses upon
presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $250.00 without the prior written consent of
the Company.
II. MISCELLANEOUS:
SECTION 2.01 NO VIOLATION OF OTHER AGREEMENTS. Each of the parties
hereto represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.
SECTION 2.02 SERVICES NOT PROVIDED.
(a) The Company and the Consultant agree that the Consultant shall
not provide any of the following services to the Company during the Term of this
Agreement: 1. No services involving the raising of capital by the Company; 2. No
services involving the promotion of the Company's publicly trading stock; 3. No
investor relations services.
SECTION 2.03 INDEPENDENT CONTRACTOR: LIMITATION OF LIABILITY.
(a) The Consultant is an independent contractor to the Company,
and nothing herein shall be deemed to constitute the Consultant or its agents as
an employee or agent of the Company.
(b) The Company acknowledges that it remains solely responsible
for the conduct and operation of its business and that the Consultant makes no
representation or warranty and assumes no liability with respect to the outcome
or result of any particular course of action or operation of the Company's
business.
SECTION 2.04 NOTICES. Any notice provided under this Agreement shall be
in writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 2.03).
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SECTION 2.05 ASSIGNMENT. None of the parties may assign its interest in
this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.
SECTION 2.06 SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.
SECTION 2.07 COUNTERPARTS: GOVERNING LAW. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California, without giving effect to conflict of
laws.
SECTION 2.08 HEADINGS. The article and section headings in this
Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
By: NT Media Corp. By: Xxxx Xxxxxx
By: /S/ XXX XXXXXXXX By: /S/ XXXX XXXXXX
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Name: XXX XXXXXXXX
Title: CEO
Date: 4/12/07 Date: 4/12/07
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