This agreement (the “Agreement”) was concluded on this 19th day of June, 2007 by and between
Media
Sentiment, Inc.,
a
Nevada company with offices at 000 Xxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, hereinafter referred to as “Company” and
Xxxxxx
Xxxxxxxx,
With
registered address at
61024,
Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxxxx 0/0-00, hereinafter referred to as
“contractor”
WHEREAS,
the Contractor provides services to the general public as a professional
services provider
WHEREAS,
the Company is in the business of Internet advertising and
WHEREAS,
the Company desires to utilize Contractor’s services, rendered at the
Contractor’s office or, if required by the Company and accepted by the
Contractor, at the company’s location, it is therefore
AGREED
AS
FOLLOWS:
| 1. |
Scope
of Services:
|
Contractor
agrees, pursuant to the terms herein, to provide specialized software
development services, as a professional services provider.
Contractor
will render these services upon specific request, instructions and authorization
of the Company only, according to the Purchase Orders.
2. Termination:
Contractor
services under this Agreement will begin and terminate pursuant to the period
covered by the Purchase Order and any renewals or extensions thereof. This
Agreement shall be for a period of 12 months, commencing on 19th
June,
2007 and terminating 19th
June,
2008. However, this Agreement may be terminated by either party on 30 days
written notice, unless Contractor commits a breach of this Agreement, at which
time this Agreement may be immediately terminated by the Company.
| 3. |
Restrictions
|
During
the term of this Agreement and any renewals thereof, and for the thirty six
(36)
months after the expiration of the initial and renewal periods, Contractor
agrees that neither of its personnel will provide or attempt to provide,
directly or indirectly, any services to any competitor of the
Company.
4. Contractor
Representations:
Contractor
represents that all information provided by it including, but not limited to,
the resume, interview and references are true, accurate and complete; the
contractor is not restricted by any employment or other contractor agreement;
it
has all the skills and training necessary to perform the services required
by
this Agreement; and Contractor has and maintains books and records which reflect
items of income and expenses of its trade or business and offers its services
to
third parties.
Contractor
makes these representations with the knowledge that the Company will rely on
the
representations. In addition to any other remedies the Company may have, it
may
terminate this Agreement in the event of any misstatement or
misrepresentation.
5. Payment
Terms:
Contractor
services monthly payment will be mutually agreed upon or negotiated project
by
project. The Contractor will issue invoices for its services, in
USD.
6. Expenses:
No
travel, living, training, entertainment or other costs will be billed by or
paid
to Contractor unless otherwise agreed. Contractor shall provide its own tools,
equipment or other materials.
7. Confidential
Information:
All
information (pertaining to any of Company’s inventions, designs, tools,
equipment, unpublished written materials, plans, processes, costs, methods,
systems, improvements, or other private or confidential materials) which is
obtained by Contractor in the performance of Contractor’s work and which is not
publicly disclosed by Company shall be considered as confidential and
proprietary to Company. The terms of Contractor’s assignment including the
Contractor’s compensation and the assignment terms of other Company’s employees
and the scope of Contractor’s work shall be considered confidential. Contractor
shall not at anytime during or after such employment, disclose such information
nor the nature of the service which Contractor renders to Company, except to
authorized representative of Company. All programming code and computer software
developed by Contractor for the Company under the terms of the contract, is
considered pay for hire and the property of the Company and it is owned 100%
by
the Company.
| 8. |
Relationship
of the Parties:
|
The
parties to this Agreement agree that the relationship created by this Agreement
is that of Company-Independent Contractor and that no employer/employee
relationship by or between the Contractor and the Company is intended by any
party.
9. Contractor
Employees:
It
shall
be the Contractor’s responsibility to provide Worker’s Compensation insurance
and, if applicable, pay any premium “overtime” rate, for its employees who work
on the project covered by this Agreement and to make required FICA, FUTA, income
tax withholding or other payments related to such employees. In the event of
any
claims brought or threatened by any party against the Company related to the
status, acts or omissions of Contractor or its personnel, Contractor agrees
to
cooperate in all reasonable respects, including supporting the assertions of
Contractor status made in this Agreement. Contractor further agrees to file
all
necessary income tax reports and forms on a timely basis and make all payments
due to the appropriate taxing authority.
10. Right
to
Supervise:
Contractor
shall utilize his own independent judgment and discretion in the performance
of
the work without supervision or right to supervise or control as to the means
and manner including time, location and sequencing of performance by the
Company.
11. Service
to Others
Contractor
may provide services to others during the term of this Agreement provided that
it does not interfere with his obligations and performance
hereunder.
12. Risk
of
Loss:
Contractor
hereby releases Company from any liability relating to representations about
the
task requirements or to the conditions under which the Contractor will be
working. Contractor shall be solely responsible and liable for the services
it
provides hereunder and will not look to Company for any indemnification or
share
of risk in the performance of its duties or the resulting work
product.
| 13. |
Insurance:
|
Contractor
agrees to indemnify and hold Company harmless from any liability or expense
that
Company may incur by reason of bodily injury to any person, or property damage,
or both, caused in whole or in part by the acts of the Contractor’s employees
while performing work or services pursuant to this Agreement, including
reasonable attorney’s fees.
| 14. |
Costs
of Suits:
|
If
Company is successful in recovering damages or obtaining injunctive relief,
Contractor agrees to be responsible for paying all of Company’s expenses in
seeking such relief, including all costs of bringing suit and all reasonable
attorney’s fees.
| 15. |
Entire
Agreement:
|
This
Agreement and any attachments or exhibits hereto represent the entire agreement
and understanding of the parties and any modification thereof shall not be
effective unless continued in writing signed by both parties. Any prior
agreements have been merged into this Agreement.
| 16. |
Severability:
|
Each
provision of the Agreement shall be considered severable such that if any one
provision of clause conflicts with existing or future applicable law, or may
not
be given full effect because such law, this shall not affect any other provision
of the Agreement which can be given effect without the conflicting provision
of
clause.
17. Right
to
Assign:
Contractor
is to provide services through its personnel name in the Purchase Order, for
whom it is responsible, and may not assign is rights under this Agreement or
any
Purchase Order and may not subcontract its obligations hereunder to
others.
18. Conflicts:
To
the
extent that there may be any conflict between the terms of this agreement and
any Purchase Order which may be given hereto, this Agreement shall take
precedence.
19. Governing
Law and Forum
The
validity, performance and construction of this Agreement shall be governed
by
and interpreted in according with the laws of the state of Nevada.
This
Agreement shall be executed in two counterparts, one for each Party, both of
which taken together shall constitute one instrument.
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals on the
date
first above written.
|
Company:
|
Contractor:
|
|
Media
Sentiment, Inc.
|
Xxxxxx
Xxxxxxxx
|
|
Xxxxxx
Xxxx
|
|
|
By:
/s/ Xxxxxx Xxxx
|
By:
/s/ Xxxxxx Xxxxxxxx
|
|
Title:
President
|
Title:
Independent Contractor
|
