CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement"), is effective as of this 8th day
of September, 2005, between: Xxxx Xxxx (the "Consultant"), with an office at
North West Business Center 0/x Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxxx XX 00000 and
M Power Entertainment Inc., (the "Company"), with offices at 000 Xxxx Xxxxxx
Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000.
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting services
relating to management advisement, strategic planning and marketing in
connection with its business, together with advisory and consulting related to
shareholder management and public relations; and
WHEREAS, Consultant is qualified to provide the Company with the
aforementioned consulting services and is desirous to perform such services
for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these consulting
services to the Company and wishes to contract with the Consultant regarding
the same believing it to be in its best interest,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated,
it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render services
to the Company as a consultant upon the terms and conditions hereinafter set
forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this Agreement,
and shall terminate on December 8th, 2005, (90 days) unless earlier terminated
in accordance with paragraph 9 herein or extended as agreed to between the
parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress, needs and
condition. The services of Consultant shall not be exclusive nor shall
Consultant be required to render any specific number of hours or assign
specific personnel to the Company or its projects. The parties hereto
acknowledge and agree that Consultant cannot guarantee the results or
effectiveness of any of the services rendered or to be rendered by Consultant.
Rather, Consultant shall conduct its operations and provide its services in a
professional manner and in accordance with good industry practice. Consultant
will not participate in the above capacity in any offerings or distribution of
Company's securities.
Consultant agrees to provide on a timely basis the following enumerated
services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning to
fully develop and enhance the Company's assets, general resources, products
and services; and
(b) Advise the Company relative to its operational needs, relating
specifically to past and future corporate mergers and acquisitions matters.
(c) Advise the Company in public relations.
Consultant shall be available for advice and counsel to the officers and
directors of the Company at such reasonable and convenient times and places as
may be mutually agreed upon. Except as foresaid, the time, place and manner
of performance of the services hereunder, including the amount of time to be
allocated by Consultant to any specific service, shall be determined at the
sole discretion of Consultant. It is agreed that all the information and
materials produced for the Company shall be the property of Consultant, free
and clear of all claims thereto by the Company, and the Company shall retain
no claims of authorship therein.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all fillings with all federal and
state securities agencies; with full and complete copies of all stockholder
reports; with all data and information supplied by any financial analyst, and
with all brochures or other sales materials relating to its products or
services.
5. COMPENSATION.
Upon execution of this Agreement and in settlement for its services hereunder,
Consultant shall receive cash or 37,500 (thirty-seven thousand five hundred)
shares of the Company's restricted common stock, par value $.001 per share.
The Company further states that it will execute a written request to its
transfer agent to prepare and deliver, per Consultant's instructions, the
equivalent of the Company's shares of common stock in one or more stock
certificates. Consultant acknowledges and understands that said stock is
unregistered, restricted stock and that any certificate(s) for shares of the
Client issued pursuant to this paragraph will contain the following
restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER
SUCH ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER SAID ACT.
The Company will also reimburse Consultant for any out of pocket expenses,
including, without limitation, travel accommodation, telephone and postage.
Consultant will detail such expenses in a monthly invoice, which the Company
agrees to pay within 15 days. Consultant will agree expenses in advance with
the Company if they are expected to exceed $1,000 in any calendar month
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing representation of
the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will
rely on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company will rely on the continuing accuracy of
material, information and data supplied by the Company. The Company agrees to
indemnify, hold harmless and defend Consultant, its agents or employees from
any proceeding or suit which arises out of or is due to the inaccuracy or
incompleteness of any material or information supplied by the Company to
Consultant. Consultant represents that he has knowledge of and is experienced
in providing the aforementioned services.
7. COMPLIANCE WITH SECURITIES LAWS.
The Company understands that any and all compensation outlined in Section 5
shall be paid solely and exclusively as consideration for the aforementioned
consulting efforts made by Consultant on behalf of the Company as an
independent contractor. Consultant is a natural person
8. CONFIDENTIALITY
Consultant will not disclose, without the consent of the Company, any
financial or business information concerning the business, affairs and plans
of the Company which Consultant may receive from the Company, provided such
information is plainly marked in writing by the Company as being confidential
(the Confidential Information). Consultant will not be bound by the foregoing
limitation in the event (i) the Confidential Information is otherwise
disseminated and becomes public information, or (ii) Consultant is required to
disclose the Confidential Information pursuant to a subpoena or other judicial
order.
9. MISCELLANEOUS.
Termination: This Agreement shall be terminated immediately upon written
notice for material breach of this Agreement. Upon termination, and fees or
expenses due to Consultant shall become immediately payable.
Modification: This Consulting Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof. This Consulting
Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of
any other breach of that provision or of any breach of any other provision of
this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
Assignment: The Agreement is not assignable by either party unless agreed in
writing.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.
Disagreements: Any dispute or other disagreement arising from or out of this
Consulting Agreement shall be submitted to arbitration under the rules of the
American Arbitration Association and the decision f the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Baltimore County, MD. The interpretation and the enforcement of this
Agreement shall be governed by Maryland Law as applied to residents of the
State of Maryland relating to contracts executed in and to be performed solely
within the State of Maryland. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to
recover that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
as of the date first above written.
For and on behalf of
M Power Entertainment Inc. Xxxx Xxxx
/s/ Xxxx X. Xxxxxxx /s/ Xxxx Xxxx
__________________________ ______________________
Xxxx X. Xxxxxxx Xxxx Xxxx
CEO/President Consultant
