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EXHIBIT 10.30
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), is made and entered into
as of February 13, 1998, by and among Inland Entertainment Corporation, a Utah
corporation (the "Company"), and Xxxxxx Xxxxx Consultants, Inc., a California
corporation (the "Consultant").
1. Consulting Services.
1.1 Scope and Term. During the period from the February 13, 1998,
through February 13, 1999, (the "Consultation Period"), the Consultant agrees to
provide consulting services from time to time to the Company. During the
Consultation Period, the Consultant shall be engaged by the Company in a
consulting capacity to render such advisory services and projects as the
Consultant may be assigned from time to time by the Chairman of the Board of the
Company for matters specifically relating to the Barona Casino and the Barona
Band of Mission Indians. The Consultant shall submit a written report regarding
the project assignments and/or services rendered within 15 days of the end of
each month of the Consultation Period (the "Due Date"). If Consultant fails to
submit this written report to the Chairman of the Board within 30 days of the
Due Date, payments to the Consultant under Section 2 shall be suspended. It is
further agreed that either party may terminate this agreement upon 30 days prior
written notice. In the event that Company terminates this agreement prior to end
of the Consultation Period, the Consultant shall receive all unpaid compensation
still due as set forth in Section 2 and shall also receive vesting in the Stock
options as set forth in Section 2.1 as if this agreement was not terminated by
Company.
1.2 Devotion of Time and Effort. The time that the Consultant shall
be obligated to devote to such services shall not exceed reasonable limits, and
to the extent reasonably practicable, the Company on the one hand, and the
Consultant, on the other hand, shall schedule the times at which its services
shall be required to suit their mutual convenience. The Consultant's inability
to be reasonably available to discharge its duties under Section 1.1 due to the
physical or mental disability of its sole shareholder, its other business or
travel commitments, or other causes beyond its reasonable control, including
without limitation, any force majeure, shall not in any instance or instances be
deemed to be a breach of Section 1.1
1.3 Continued Availability and Cooperation. During the Consultation
Period and for the balance of the time referred to in the last sentence of this
Section 1.3, the Consultant and its sole shareholder shall cooperate fully with
the Company and the Company's counsel in connection with any present or future,
actual or threatened, litigation, or administrative proceeding involving its
officers, directors, agents, employees, stockholders, successors or assigns and
relating to events or conduct occurring (or claimed to have occurred) during the
period of the Consultant's service with the Company. This cooperation shall
include but not be limited to (a) making himself reasonably available for
interviews and discussions with the Company and the
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Company's counsel as well as for depositions and trial testimony, (b) if
depositions or trial testimony are to occur, making himself reasonably available
and cooperating in the preparation for them and to the extent that the Company
or the Company's counsel reasonably request, (c) refraining from impeding in any
way prosecution or defense of such litigation or administrative proceeding, and
(d) cooperating fully in the development and presentation of the prosecution or
defense of such litigation or administrative proceeding. The Consultant shall be
reimbursed by the Company for his reasonable travel, telephone and similar
expenses incurred in connection with such cooperation, which the Company or the
Company's counsel shall reasonably endeavor to schedule at times not conflicting
with the reasonable requirements of any future employer of the Consultant or
with the requirements or any third party with whom the Consultant has a business
relationship that provides remuneration for the Consultant, and not conflicting
with the Consultant's other business or travel commitments. The Consultant shall
not unreasonably withhold his availability for such cooperation.
2. Compensation During Consultation Period. During the Consultation
Period, so long as its sole shareholder is physically and mentally able, the
Consultant shall render consultative services to the Company as provided in
Section 1 of this Agreement. The Company shall pay the Consultant as
compensation for its services for the one (1) year period commencing on February
13, 1998, and ending February 13, 1999. The amount is $12,500 for the first six
(6) months and $8,000 for the second six (6) months. A retainer in the amount of
$5,500 and the payment for February 13, 1998, to March 31,1998, will be paid
upon Consultant's execution of this Consulting Agreement. All subsequent
payments will be paid on the 10th day following the end of each month of the
Consultation period. Such payments shall not be made in the event of the death
of the Consultant's sole shareholder or his disability during the Consultation
Period. Furthermore, compensation shall cease upon the termination of this
Agreement, except as provided above. The Consultant shall not be entitled to any
payments other than as set forth in this Section 2.
2.1 Stock Options. As additional consideration, the Company
acknowledges that the Consultant's sole shareholder, Xxxxxx X. Xxxxxxxxxxx (the
"Executive"), prior to his voluntary resignation (Resignation date) of
employment with the Company, had vested stock options( the "options") which
enabled the then executive and employee, to purchase 210,000 shares of common
stock, par value $.001 per share, of the Company ("Common Stock"). Prior to the
resignation date as set forth in the Settlement and Release Agreement, the
executive had options that were not vested which enable the same to purchase
290,000 shares of common stock, par value $.001 per share, of the Company stock.
Accordingly, and in consideration hereof, each of the executive's "Stock Option
Agreements" under the Company's 1995 Stock Option Plan shall be amended to
extend all provisions of the Stock Option Agreements through the period of time
the Consultant is engaged as a consultant for the company under this agreement.
Upon termination of this agreement the options herein shall terminate.
3. Confidential Information. The Consultant understands and agrees that
in the course of providing services to the Company, the consultant will acquire
proprietary and confidential information related to the Company's trade secrets,
intellectual property
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rights, its future plans and its methods of doing business. The Consultant
agrees and understands that it would be extremely damaging to the Company if the
Consultant disclosed such information to a competitor or made it available to
any other person or company. Consultant further agrees to keep and hold all such
confidential information in trust and confidence, to observe the strictest
secrecy with respect to all information presented by the Company or obtained by
Consultant pursuant to this agreement, and to take all reasonable precautions
and measures to protect the secrecy of and avoid the disclosure or use of the
Confidential Information by any unauthorized persons or in any unauthorized
manner and to prevent it form falling into the public domain or the possession
of persons other than those persons authorized by the Company to have any such
information. Accordingly, as a material condition of this agreement, Consultant
and Consultant's sole shareholder agree to enter into and execute a
Confidentiality and Non-Disclosure Agreement, the same which is attached hereto
and incorporated by reference herein as Exhibit "A".
Except to the extent that this Agreement becomes publicly available
because of a legal requirement that it be filed with a governmental
instrumentality or agency, all provisions of this Agreement and the
circumstances giving rise hereto are and shall remain confidential and shall not
be disclosed by either party to any person not a party hereto except as
necessary to carry out or enforce the provisions of this Agreement or as may be
required by law. Notwithstanding the foregoing, Consultant may disclose the
terms, amounts and fact of this Agreement to Consultant's spouse, attorney,
financial or tax advisor, or taxing authorities. Before Consultant discloses to
his spouse, attorney, financial or tax advisor or taxing authorities anything
about this Agreement, he will inform them of this confidentiality clause and
they must agree (or in the case of any taxing authority, use its best efforts)
to comply with it. Upon request by the Consultant, the Company will make
reasonable efforts to confirm the compensation terms described in Section 2 to
lending institutions which are considering extensions of credit to Consultant.
Each of the parties has read this Agreement, has had the opportunity to consult
with counsel, fully understand this Agreement's terms and enter into this
Agreement freely and voluntarily and intending to be bound hereby.
4. Covenant Not to Compete. During the Consultation Period, the
Consultant shall not, without the written consent of the Chairman of the Board
of the Company and the President of the Company, participate in any business
enterprise providing consulting services to Viejas Casino and Turf Club and or
Sycuan Casino, located in San Diego County, State of California, if such
enterprise engages in direct competition with the Company as the business of the
Company currently is being conducted, with Barona Casino and the Barona Band of
Mission Indians This covenant not to compete shall not preclude the ownership or
acquisition of securities in any enterprise or the exercise of rights
appurtenant thereto, provided that such securities are listed on a national
securities exchange or are regularly quoted in an established over-the-counter
market and provided further that the securities so owned or acquired comprise
less than 5% percent of the total outstanding voting securities of such
enterprise and do not give the Consultant any meaningful voice in the management
or operation of such enterprise. In addition, this covenant not to compete shall
not preclude the Consultant from (a) serving as an officer or director of the
Consultant's personal investment holding company, (b) service as a director on
the board of a corporation which is not a competitor to the Company or (c)
engagement as a bona fide part-time consultant to a person or entity which is
not a competitor to the Company ("Permissible Employment").
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5. Settlement and Release. Notwithstanding anything to the contrary
here, the company's obligation to make any payments under Section 2 herein shall
be dependent on the Consultant executing the Settlement and Release Agreement
and all periods of revocation having lapsed thereunder.
6. Successors and Binding Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of the Consultant and any successor of or
to the Company, including, without limitation, any persons acquiring directly or
indirectly all or substantially all of the business and/or assets of the Company
whether by purchase, merger, consolidation, reorganization or otherwise (and
successor shall thereafter be deemed included in the definition of the Company
for purposes of this Agreement), but shall not otherwise be assignable or
delegable by the Company. Unless the Consultant otherwise agrees the Company's
obligations hereunder shall not be terminated by any such acquisition of all or
substantially all of the business and/or assets of the Company.
(b) This Agreement shall inure to the benefit of and be enforceable
by the Consultant's and its sole shareholder's personal or legal
representatives, executors, administrators, successors, heirs, distributees
and/or legatees.
(c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in subparagraph (a) of this Paragraph.
(d) This Agreement is intended to be for the exclusive benefit of
the parties hereto, and no third party shall have any rights hereunder.
7. Publicity. The Consultant shall obtain prior approval from the
Company of the content of any public announcements made by the Consultant with
respect to this Agreement or the transactions contemplated hereby, which
approval shall not be unreasonably withheld or delayed (either as to time or
substance); provided, however, that nothing herein shall prevent the Consultant
from making such announcement to any person or persons (including without
limitation potential future employers, creditors, and others) as the Consultant
may consider necessary in order to satisfy (upon the written advice of counsel)
the Consultant's legal, contractual or other obligations.
8. Injunctive Relief. The Consultant recognizes that any breach or
threatened breach of Sections 3 or 4 of this Agreement is likely to result in
immediate and irreparable harm to the Company for which money damages are likely
to be inadequate. Accordingly, the Consultant consents to injunction and other
appropriate equitable relief, subject to the notice requirements of the
applicable rules of civil procedure, upon the institution of proceedings
therefore by the Company in order to protect the Company's rights under any of
such Sections. Such relief shall be in addition to any other relief to
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which the company be entitled at law or in equity. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies for such
breach or threatened breach.
9. Authority. The individual(s) executing this Agreement on behalf of
the Company represent and warrant to the Consultant that the performance of this
Agreement and consummation of the transactions contemplated hereby have been
duly authorized by all requisite action and that each has the power and
authority to execute this Agreement.
10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be given by hand delivery, telecopy,
overnight, courier service, or by United States certified or registered mail,
return receipt requested. Each such notice, request, demand or other
communication shall be effective (a) if delivered by hand or by overnight
courier service, when delivered at the address specified in this Section; (b) if
given by telecopy, when such telecopy is transmitted to the telecopy number
specified in this Section and confirmation is received; and (c) if given by
certified or registered mail, three (3) days after the mailing thereof.
Address for notices (unless and until written notice is given of any other
address):
If to the Company: INLAND ENTERTAINMENT CORPORATION
00000 Xxx xxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Xxxx Xx Xxxxxx
Controller and Chief Accounting Officer
If to the Consultant: XXXXXX XXXXX CONSULTANTS, INC.
000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxxxx
President
11. Further Documents and Acts. Each of the parties hereto agrees to
cooperate in good faith with the other and to execute and deliver such further
instruments and perform such other acts as may be reasonably necessary or
appropriate to consummate and carry into effect the transactions contemplated
under this Agreement.
12. Financial Reporting. Any computation pertaining to the Company's
financial affairs to be made hereunder or referenced herein shall be based on
generally accepted accounting principles, applied on a consistent basis.
13. Attorneys' Fee. In any action, litigation or proceeding between the
parties arising out of or in relation to this Agreement, the prevailing party in
such action shall be awarded, in addition to any damages, injunctions or other
relief, and without regard to whether or not such matter be prosecuted to final
judgment, such party's costs and expenses, including reasonable attorneys' fees.
Such award shall include post-judgment attorneys' fees and costs and the same
shall not be deemed as merged into the final judgment.
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14. California Law. This Agreement has been negotiated and executed in
the State of California. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, including all matters of
construction, validity, performance and enforcement, without giving effect to
principles of conflict of laws. Any dispute, action, litigation or other
proceeding concerning this Agreement shall be instituted, maintained, heard and
decided in the State of California.
15. Amendments/Waiver. This Agreement may be amended, supplemented,
modified and/or rescinded only through an express written instrument signed by
all the parties or their respective successors and assigns. Any party may
specifically and expressly waive in writing any portion of this Agreement or any
breach hereof, but no such waiver shall constitute a further or continuing
waiver of any preceding or succeeding breach of the same or any other provision.
The consent by one party to any act for which such consent was required shall
not be deemed to imply consent or waiver of the necessity of obtaining such
consent for the same or similar acts in the future.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one of the same instruments.
17. Severability. In the event that any one or more of the provisions
contained herein (or parts thereof), or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected, it being intended that all of the rights and privileges shall be
enforceable to the fullest extent permitted by law. Notwithstanding anything to
the contrary, in the event Sections 3 or 4 or any part thereof was held to be
invalid, illegal or unenforceable, the obligation of the Company to make payment
to the Consultant under Section 2 herein would terminate and any amounts paid to
the Consultant shall be returned to the Company, with interest at 7% per annum,
such interest calculated from the time of such payment.
18. Entire Agreement. With the exception of the Settlement and Release
Agreement by and among the parties entered into concurrently herewith, this
Agreement contains the entire and complete understanding among the parties
concerning its subject matter and all representations, agreements, arrangements
and understandings between or among the parties, whether oral or written, have
been fully merged herein and are superseded hereby.
19. Remedies. All rights, remedies, undertakings, obligations, options,
covenants, conditions and agreements contained in this Agreement shall be
cumulative and no one of them shall be exclusive of any other.
20. Interpretation. The language in all parts of this Agreement shall
be in all cases construed simply according to its fair meaning and not strictly
for or against any party. Whenever the context requires, all words used in the
singular will be construed to have been used in the plural, and vice versa, and
each gender will include any other gender. The captions of the Sections of this
Agreement are for convenience only and shall not affect the construction or
interpretation of any of the provisions herein.
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21. Miscellaneous. Each provision of this Agreement to be performed by
a party hereto shall be deemed both a covenant and condition, and shall be a
material consideration for the other party's performance hereunder, and any
breach thereof by the party shall be deemed a material default hereunder. The
recitals and all other documents referenced in this Agreement are fully
incorporated into this Agreement by reference. Unless expressly set forth
otherwise, all references herein to a "day" shall be deemed to be a reference to
a calendar day. Unless expressly stated otherwise, cross-references herein shall
refer to provisions within this Agreement, and shall not be deemed to be
references to the overall transaction or to any other document. Time is of the
essence in the performance of this Agreement.
22. Withholding of Taxes; Tax Reporting. The Company may withhold from
any amounts payable under this Agreement all such Federal, state, city and other
taxes, and may file with appropriate governmental authorities all such
information returns or other reports with respect to the tax consequences
attendant to any amounts payable under this Agreement, as may, in its reasonable
judgment, be required by law.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement.
INLAND ENTERTAINMENT CORPORATION
Dated: 3/31/98 A Utah Corporation
By: /s/ L. Xxxxxx Xxxxx, XX
--------------------------
L. Xxxxxx Xxxxx, XX
Chairman of the Board
Dated: 0/0/00 XXXXXX XXXXX CONSULTANTS, INC.
A California Corporation
By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxxxxx
President
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EXHIBIT "A"
INLAND ENTERTAINMENT CORPORATION
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ("Agreement") is
dated this _____ day of _______________, 1998 by and between XXXXXX X.
XXXXXXXXXXXX, and XXXXXX XXXXX CONSULTANTS, INC. A CALIFORNIA CORPORATION,
("CONSULTANT") and INLAND ENTERTAINMENT CORPORATION, A UTAH CORPORATION
("COMPANY").
WHEREAS the COMPANY is the owner of information relating to
intellectual property matters including but not limited to patents, trademarks,
copyrights, and similar trade secrets (hereinafter referred to collectively as
"CONFIDENTIAL INFORMATION" as more fully defined hereinbelow); and
WHEREAS the COMPANY is desirous of disclosing said information to
CONSULTANT for purposes of obtaining consulting and related services as more
fully set forth in that certain Consulting Agreement entered into on February
13, 1998; and
WHEREAS the COMPANY wishes to maintain in confidence said CONFIDENTIAL
INFORMATION; and
WHEREAS the parties recognize the necessity of maintaining the
strictest confidence with respect to said CONFIDENTIAL INFORMATION.
NOW THEREFORE, CONSULTANT and the COMPANY hereby agrees as follows:
1. CONSULTANT acknowledges that in connection with services to be provided by
the Consultant pursuant to the above-referenced Consulting Agreement between
COMPANY and CONSULTANT, COMPANY may disclose to CONSULTANT CONFIDENTIAL
INFORMATION belonging to COMPANY. As a material inducement for COMPANY
disclosing such information to CONSULTANT, and in accordance with the terms of
the Consulting Agreement, CONSULTANT has agreed to execute and deliver this
Agreement.
2. CONSULTANT agrees to hold and shall hold said CONFIDENTIAL INFORMATION in
trust and confidence, observe the strictest secrecy with respect to all
information presented by the COMPANY and CONSULTANT evaluation and use thereof,
and shall take all reasonable precautions and measures to protect the secrecy of
and avoid the disclosure or use of the CONFIDENTIAL INFORMATION by any
unauthorized persons or in any unauthorized manner and to prevent it from
falling into the public domain or the possession of persons other than those
persons authorized by the COMPANY to have any such information, which measures
shall at a minimum include the highest degree of care that CONSULTANT utilizes
to protect its own information of similar nature
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but no less than a reasonable degree of care. CONSULTANT shall disclose such
information only to persons authorized to receive the same by the COMPANY.
CONSULTANT shall be responsible for any damage resulting from any breach of this
Agreement by CONSULTANT.
3. CONSULTANT shall neither make use of nor disclose to any third party during
the period of this Agreement and thereafter any such CONFIDENTIAL INFORMATION
accept in accordance with the terms and conditions of this Agreement. CONSULTANT
agrees to notify the Company immediately in writing of any misuse or
misappropriation of the CONFIDENTIAL INFORMATION which may come to Consultant=s
attention.
4. Nothing in this Agreement is intended to grant any right, interest, or
license to CONSULTANT under any patent, patent application, or any copyright or
trademark heretofore granted or filed in which the COMPANY has or subsequently
obtains any right, title, or interest; nor shall this Agreement grant CONSULTANT
any rights in the CONFIDENTIAL INFORMATION. CONSULTANT agrees that all rights to
the CONFIDENTIAL INFORMATION as defined hereinbelow shall be the sole and
exclusive property of the COMPANY.
5. This Agreement covers only information not previously known to CONSULTANT
from other sources or otherwise in the public domain. If CONSULTANT has prior
knowledge of any alleged CONFIDENTIAL INFORMATION disclosed by the COMPANY,
CONSULTANT will notify the COMPANY of such knowledge within thirty (30) days,
specifically identifying in writing the alleged CONFIDENTIAL INFORMATION
involved and the source of any such public information while maintaining
confidence with regard to information owned by others.
6. For purpose of this Agreement, "CONFIDENTIAL INFORMATION" is defined as any
corporate documentation, financial or accounting information, trade secrets,
business plans, customer lists, vendor lists, products, analysis, formulas,
written materials, test results, descriptions, drawings, materials, records
relating to research and development, inventions, pricing methods, marketing
techniques, methods of operation, computer programs, computer codes or entry
codes, proprietary computer data or programs, employee manuals, internal and
external memoranda, engineering document or data, and any and all similar
materials, information, and intellectual property including any and all patents,
copyrights, and trademarks as the same may be defined under Title 35, Title 17,
and Title 15 of the United States Code; whether said information is written,
oral, magnetic or other machine-readable format. CONFIDENTIAL INFORMATION does
not include information, knowledge or factual data which (i) is in the
possession of the CONSULTANT prior to the time of disclosure; or (ii) becomes
part of the public knowledge or literature other than by reason of any inaction
or action of CONSULTANT, (iii) was disclosed to CONSULTANT without restriction
by a third party having the right to disclose the same, or (iv) is approved for
release by the COMPANY.
7. Upon completion of the services performed by CONSULTANT, or upon request by
the COMPANY, CONSULTANT shall promptly return to the COMPANY any and all
original materials provided by the COMPANY and any and all documents, papers,
memorandum, drawings, specifications, data, film, tape, conceptual renderings,
disks, and any other tangible materials of any description containing
CONFIDENTIAL INFORMATION, including all copies and notes or other documents that
are in the CONSULTANT'S possession pertaining thereto.
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8. CONSULTANT agrees not to use said CONFIDENTIAL INFORMATION for purposes of
consulting, advising, lobbying, or collaborating with any third party without
the prior express written consent of the COMPANY. If CONSULTANT determines that
it must consult third parties for purposes of performing services related to
this Agreement, all such third parties must enter into a separate agreement
directly with COMPANY prior to any disclosure of said CONFIDENTIAL INFORMATION
to said third parties by CONSULTANT.
9. CONSULTANT warrants that all of CONSULTANT'S employees who come into contact
with said CONFIDENTIAL INFORMATION have signed or will sign agreements
consistent with the terms and conditions of this Agreement before they are
allowed to have any contact whatsoever with said CONFIDENTIAL INFORMATION.
10. This Agreement and the covenants and obligations hereunder shall survive the
termination of any discussion and/or business relationship between the COMPANY
and CONSULTANT.
11. The terms, conditions, and covenants of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their successors, heirs,
and assigns. Failure to insist upon strict performance of any term or condition
of this Agreement shall not constitute a waiver of such term, or of any other
term of this Agreement.
12. This Agreement constitutes the entire agreement and understanding between
the parties with respect to the subject matter herein. All prior or
contemporaneous agreements, understanding, representations, warranties, and
statements, oral or written, relating to the subject matter are superseded and
without effect. No modification of or amendment to this Agreement shall be
binding unless in writing and executed by the parties hereto or their lawful
representatives.
13. This Agreement shall be governed, construed and enforced in accordance with
the laws of the State of California, regardless of the laws that otherwise may
be applicable under the principles of conflicts of law. The court and
authorities of the State of California and the Federal District Court for the
District of the County of San Diego, State of California, shall have sole
jurisdiction and venue over all controversies that may arise with respect to the
execution, interpretation, and compliance with the Agreement. In the event of
any litigation or dispute regarding or arising form this Agreement, and in
addition to any and all remedies at law and in equity, the prevailing party
shall be entitled to recover its reasonable attorney=s fees, expenses, and costs
of suit incurred therein or in the enforcement or collection of any judgment or
award rendered therein.
14. It is further understood, acknowledged, and agreed that monetary damages
alone would not be a sufficient remedy for any breach of this Agreement by
CONSULTANT. Accordingly, in addition to any and all remedies at law, the COMPANY
shall be entitled to any and all equitable
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remedies including but not limited to specific performance, injunctive and any
other equitable relief as a partial remedy for any such breach. CONSULTANT
expressly waives any requirement for the securing or posting of any bond in
connection with such remedy. Such relief shall not be deemed to be the exclusive
remedy for any breach of this Agreement, but shall be in addition to all other
remedies available at law or in equity to the COMPANY. The prevailing party in
such action shall be entitled to reimbursement of reasonable attorney's fees and
costs from the other party.
This Agreement shall become effective and binding upon CONSULTANT'S
execution hereof without the necessity of execution by the COMPANY.
DATED THIS _________ DAY OF ______________________, 1998.
INLAND ENTERTAINMENT CORPORATION XXXXXX XXXXX CONSULTANTS, INC.
A UTAH CORPORATION A CALIFORNIA CORPORATION
By: By:
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Title: Title:
---------------------------- -----------------------
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Xxxxxx X. Xxxxxxxxxxx
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