ex4b
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated
as of November 1, 2002, between UgoMedia Interactive
Corporation, a Nevada corporation (the "Company"), and
Xxxxxxx Xxxxx ("Consultant"), an individual.
WITNESSETH:
WHEREAS, Company desires to retain Consultant to consult and
advise the Company, and Consultant is willing to provide
such services:
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
Consulting Arrangement. The Company hereby engages
Consultant as an independent contractor and not as an
employee, to render consulting services to the Company as
hereinafter provided and Consultant hereby accepts such
engagement for a period commencing on May 15, 2003, and
ending on the May 15, 2004. Consultant agrees that
Consultant will not have any authority to bind or act on
behalf of the Company. Consultant shall at all times be an
independent contractor hereunder, rather than an agent,
coventurer, employee or representative of the Company. The
Company hereby acknowledges and agrees that Consultant may
engage directly or indirectly in other businesses and
ventures and shall not be required to perform any services
under this Agreement when, or for such periods in which, the
rendering of such services shall unduly interfere with such
other businesses and ventures, providing that such
undertakings do not completely preempt Consultant's
availability during the term of this Agreement. Neither
Consultant nor his employees will be considered by reason of
the provisions of this Agreement or otherwise as being an
employee of the Company or as being entitled to participate
in any health insurance, medical, pension, bonus or similar
employee benefit plans sponsored by the Company for its
employees. Consultant shall report all earnings under this
Agreement in the manner appropriate to its status as an
independent contractor and shall file all necessary reports
and pay all taxes with respect to such payments.
Services
1. Subject to the terms and conditions of this Agreement,
the Company hereby engages the Consultant, and Consultant
hereby accepts the engagement, to provide advice, analysis
and recommendations (the "Services") to the Company with
respect to the following:
A. Identifying prospective strategic partners and strategic
alliances - except reverse mergers designed to take a
private company public;
B. Corporate planning, strategy and negotiations with
potential strategic business partners and/or other general
business consulting needs as expressed by Company;
C. Business development;
D. 1934 Act filing issues;
E. Business strategies;
F. Corporate imaging advertising including print, online
and multimedia mediums;
G. Development of business compensation policies;
H. Periodic reporting as to developments concerning the
industry which may be relevant or of interest or concern to
the Company or the Company's business;
I. Developing and managing Strategic Planning issues;
J. Providing Project Management services for various
non-prohibited projects;
K. Assisting in the management of other outsource vendors;
L. Online content development and coordination for the
Company's web presence;
M. Provide management consulting services including:
analyzing historical operational performance, reviewing
operational performance of the Company on a monthly basis,
making recommendations to enhance the operational
efficiency.
N. Consulting on alternatives to enhance operational
growth of the Company;
O. Coordinating corporate administrative activities.
During the term of this Agreement, Consultant shall render
such consulting services as the Company from time to time
reasonably requests, which services shall include but not be
limited to those rendered by Consultant to Company prior to
the date hereof; provided that:
(a) To the extent practicable such services shall be
furnished only at such time and places as are mutually
satisfactory to the Company and Consultant; and
(b) Consultant shall not be called upon to devote more than
10 hours in any week in performing such services and shall
not be required to perform any services hereunder while
Consultant is on vacation or suffering from an illness.
Duties of Company
1. Subject to the terms and conditions of this Agreement ,
Company shall take all actions necessary to obtain and
maintain a qualification for quotation or listing on the
over the counter bulletin board, including:
2. Timely filing of all required SEC reports, including
all required financial information
3. Compliance with all existing and any proposed or new
qualification or listing requirements on the over the
counter bulletin board, including but not limited to those
proposed requirements as set forth on Schedule A.
4. Company shall not enter into any binding commitments,
obligations or agreements without prior notice and
opportunity to review given to Consultant.
5. Company shall promptly furnish to Consultant upon
request any requested information, written or oral,
concerning the business and affairs of the Company.
6. Company shall not issue any additional shares of common
stock or options for or securities convertible into common
stock, or undertake any forward or reverse split of its
common stock, or undertake any other action requiring
stockholder approval as set forth in Schedule A, without the
prior written approval of Consultant, which shall not be
unreasonably withheld upon Company furnishing adequate and
sufficient justification for such proposed action.
7. Company shall promptly comply with all reasonable
requests of Consultant under this Agreement.
8. Notwithstanding the provisions of this agreement, any
failure of Company to fully and completely comply with all
Company's duties hereunder shall give Consultant the right
to immediately and without notice terminate this Agreement
and retain all shares issued to Consultant hereunder, which
shall be deemed fully earned by Consultant in the event of
such termination. All of Company's agreements,
representations, warranties, duties and obligations under
this Agreement shall survive any such termination.
9. Time is of the essence for Company in this provision
concerning Company's Duties.
2. Compensation and Expenses. For the Services provided by
the Consultant, the Company (i) shall compensate the
Consultant by delivering to the Consultant, as soon as
practicable, seventy-five thousand (75,000) shares of the
common stock of the Company ("Common Stock") that is Freely
Tradeable (as hereinafter defined). "Freely Tradeable" means
shares that may be sold at any time by the Consultant free
of any contractual or other restriction on transfer and
which have been appropriately listed or registered for such
sale on all securities markets on any shares of the Common
Stock are currently so listed or registered; and (ii) the
Company shall be responsible for the payment of the
reasonable out-of-pocket costs and expenses of Consultant
incurred prior to, or on or after the date of this
Agreement, in connection with its engagement under this
Agreement, including, but not limited to, reasonable fees
and disbursements of counsel for Consultant, travel and
related expenses, document production and computer database
charges. The Company shall reimburse Consultant for such
costs and expenses as they are incurred, promptly after
receipt of a request for reimbursement from Consultant.
3. Successors and Assigns. This Agreement is binding upon
and inures to the benefit of the Company and its affiliates,
successors and assigns and is binding upon and inures to the
benefit of Consultant and his successors and assigns;
provided that in no event shall Consultant's obligations to
perform the Services be delegated or transferred by
Consultant without the prior written consent of the Company.
4. Term. This Agreement shall commence on the date hereof
and, unless sooner terminated in accordance with the
provisions of Section 6 hereof, shall expire on May 15,
2004. However, the Agreement may be extended by mutual
written consent.
5. Termination. Either the Company or Consultant may
terminate this Agreement for material breach upon at least
thirty (30) days prior written notice specifying the nature
of the breach, if such breach has not been substantially
cured within the thirty (30) day period. Upon termination
by Company, all shares and compensation previously paid
shall be retained.
6. Independent Contractor Relationship. Consultant and the
Company are independent contractors and nothing contained in
this Agreement shall be construed to place them in the
relationship of partners, principal and agent,
employer/employee or joint ventures. Neither party shall
have the power or right to bind or obligate the other party,
nor shall it hold itself out as having such authority.
7. Indemnification. Company shall indemnify and hold
harmless the Consultant from and against any and all losses,
damages, liabilities, reasonable attorney's fees, court
costs and expenses resulting or arising from any third-party
claims, actions, proceedings, investigations, or litigation
relating to or arising from or in connection with this
Agreement, or any act or omission by Company.
8. Notice. For the purpose of this Agreement, notices and
all other communications provided for herein shall be in
writing and shall be deemed to have been duly given (i) when
delivered, if personally delivered, (ii) when sent by
facsimile transmission, when receipt therefor has been duly
received, or (iii) when mailed by United States registered
mail, return receipt requested, postage prepaid, or by
recognized overnight courier, addressed set forth in the
preamble to this Agreement or to such other address as any
party may have furnished to the other in any writing in
accordance herewith, except that notices of change of
address shall be effective only upon receipt.
9. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
authorized officers of each party. No waiver by either party
hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly
in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be
governed by the internal laws of the State of Nevada. Any
controversy arising under or in relation to this Agreement
shall be settled by binding arbitration in Las Vegas, Nevada
in accordance with the laws of the State of Nevada and the
rules of the American Arbitration Association.
10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and
the same instrument.
11. Severability. If in any jurisdiction, any provision of
this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable,
such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction,
prohibition or unenforceability, without invalidating the
remaining provisions hereof and without affecting the
validity or enforceability of such provision in any other
jurisdiction or its application to other parties or
circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason
in any jurisdiction be held to be excessively broad as to
time, duration, geographical scope, activity or subject, it
shall be construed, by limiting and reduction it, so as to
be enforceable to the extent compatible with the applicable
law of such jurisdiction as it shall then appear.
By executing this Agreement, Company acknowledges that the
services to be rendered are not in connection with a capital
raising transaction and do not directly or indirectly
promote or maintain a market for the securities of Company.
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Company and Consultant as of the date first
written above.
Signature of Contractor
Name: Xxxxxxx Xxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, 00000
Signature: _______________________________
Signature of Company
Name: UgoMedia Interactive Corporation
Address: 0000-000 Xx. XX, Xxxxx 0000
Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Signature: _______________________________
