Exhibit 3.4
EXECUTIVE ADMINISTRATION, SALES AND MARKETING CONSULTING AGREEMENT
THIS EXECUTIVE SALES AND MARKETING CONSULTANT AGREEMENT (this
"Agreement") is between Xxxx XxXxxxxxxxx (the "Consultant") and Clubhouse
Videos, Inc. (the "Company"). Each of the Consultant and the Company are also
referred to in this agreement as the "Parties."
WHEREAS, the Company intends to develop a market for the Company's
products and services offered from time to time by the Company (the "Products
and Services") for potential customers of the Products and Services; and
WHEREAS, the Consultant is an executive and marketing professional who
will assist the Company with its day to day operations and marketing objectives;
and
WHEREAS, the Company desires to utilize the services of the Consultant
to promote and develop a market for the Company's Products and Services; and
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth in this Agreement, the Parties hereby agree as follows:
8. Scope of Services. The Company hereby retains the Consultant to assist
the Company as a Consultant to the CEO of the Company on an as needed
24/7 basis for general administrative guidance, mergers, acquisitions,
meetings, conventions, and travel and to initiate new contracts,
contacts and increase sales of the Company's products, merchandise and
services with distributors, licensing of companies, productions
facilities, attorneys, fund raising organizations and all other
opportunities and assignments given to him by the Company's Chief
Executive Officer.
9. Term. This Agreement shall become effective as of the date set forth
on the signature page of this Agreement, and shall continue for a
period of three (3) years with two (2) one year options under the same
terms and conditions (the "Term"). Notwithstanding the foregoing, the
Company or the Consultant shall be entitled to terminate this
Agreement for "cause" or "non-performance" upon 180 days' written
notice, which written notice shall be effective upon mailing by first
class mail accompanied by facsimile transmission to the Consultant at
the address and telecopier number last provided by the Consultant to
the Company, or to the Company at the address and telecopier number
last provided by the Company to the Consultant. "Cause" shall be
determined solely as to the violation of any law, rule or regulation
of any regulatory agency, and other neglect, act or omission
detrimental to the conduct of Company or the Consultant's business,
material breach of this Agreement or any unauthorized disclosure of
any of the secrets or confidential information of Company, or that of
the Consultant and dishonesty related to independent contractor
status.
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10. Compensation: Grant of Stock Option. In consideration for the services
to be provided by the Consultant to the Company under the terms of
this Agreement, the Company agrees to grant to the Consultant upon the
execution of this Agreement:
a) Year One, Two, Three: A Draw of $750,000.00 in cash or S-8 stock
@ 50% discount of the 10 day average closing bid price for
administrative guidance services and a non-qualified stock option
(the "Option") to purchase up to an additional $750,000 worth of
shares (the "Shares") of the Company's common stock (the "Common
Stock") independent of action(s), or through a vesting formula to
be exercisable at the prices and on the terms set forth below
against 15% Gross Commission of any potential sales or marketing
services that generates funds for the Company, or sells
Merchandise, licensing and Products sold by the Company from any
deal approved by the Company that was initiated, arranged and
closed on by Xxxx XxXxxxxxxxx during the term of this Agreement.
$750,000 options of Common Stock @ a 50% discount from the
closing "bid" price for the ten (10) trading days immediately
preceding the date of exercise of the option.
b) Year Four: Same terms and conditions as year one.
c) Year Five: Same terms and conditions as year one.
Exercise Price per Share: 50% of the average of the closing "bid"
price for the ten (10) trading days immediately preceding the
date of exercise of the option.
11. Expiration of Options: Any options that remain unexercised after Three
(3) years as of the termination of this Agreement or the expiration of
all option years shall automatically and immediately expire and no
longer be of any force or effect.
Detailed terms of the Option shall be set forth in the form of
Non-Qualified Stock Option Agreement between the Company and the
Consultant, substantially in the form attached as Exhibit A to this
Agreement. The Company agrees to register the Shares promptly after
signing of this Agreement for resale under Securities Act of 1933, as
amended, pursuant to a registration statement filed with Securities
and Exchange Commission on From S-8 (or, if Form S-8 is not then
available, such other form of registration statement available),
pursuant to the terms of such registration set forth in the
Non-Qualified Stock Option Agreement.
12. Confidentiality. The Consultant covenants that all information
concerning the Company, including proprietary information, which it
obtains as a result of the services rendered pursuant to this
Agreement shall be kept confidential and shall not be used by the
Consultant except for the direct benefit of the Company nor shall the
confidential information be disclosed by the Consultant to any third
party without the prior written approval of the Company, provided,
however, that the Consultant shall not be obligated to treat as
confidential, or return to the Company copies of any confidential
information that (i) was publicly known at the time of disclosure to
Consultant, (ii) becomes publicly known or available thereafter other
than by any means in violation of this Agreement or any other duty
owed to the Company by the Consultant, or (iii) is lawfully disclosed
to the Consultant by a third party that the arbitrator will determine
among other things any damages resulting from the breach of
confidentiality portion of this Agreement.
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13. Independent Contractor. The Consultant and the Company hereby
acknowledge that the Consultant is an independent contractor. The
Consultant agrees not to hold himself out as, nor shall he take any
action from which others might reasonably infer that the Consultant is
a partner, or a joint venturer with the Company. In addition, the
Consultant shall take no action, which, to the knowledge of the
Consultant, binds, or purports to bind, the Company to any contract or
agreement.
14. Miscellaneous.
a) Entire Agreement. This Agreement contains the entire agreement
between the Parties, and may not be waived, amended, modified or
supplemented except by agreement in writing signed by the Party
against whom enforcement of any waiver, amendment, modification
or supplement is sought. Waiver of, or failure to exercise any
rights provided by this Agreement in any respect shall not be
deemed a waiver of any further or future rights.
b) Governing Law. This Agreement shall be construed under the
internal laws of Orange County, FL. And the Parties agree that
the exclusive jurisdiction for any arbitration arising from this
Agreement shall be in Orange County, FL. Pending arbitration
shall not be appealable by any party.
c) Successors and Assigns. This Agreement shall be binding upon the
Parties, their successors and assigns, provided, however, that
the Consultant shall not permit any other person or entity to
assume these obligations hereunder without the prior written
approval of the Company, which approval shall not be unreasonably
withheld and written notice of the Company's position shall be
given within ten (10) days after approval has been requested.
d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
which when taken together shall constitute one agreement.
e) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision(s)
shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were excluded
and shall be enforceable in accordance with its terms.
(Signature Page Follows)
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IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be Executed as of the date set forth below.
Date: CONSULTANT:
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Xxxx XxXxxxxxxxx
Address for Notices:
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxxxxx, XX 00000
COMPANY:
ClubHouse Videos, Inc.
By:
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Xxxxx X. Xxxxxx, CEO
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