MIDO CONSULTING CANADA INC.
---------------------------
Xxxxx 000, 000 -0xx Xxxxxx XX,
Xxxxxxx, Xxxxxxx, X0X 0X0
Phone: 000-000-0000
November 30, 2001
Uncommon Media Group, Inc.
00 Xxxx 00xx, 0xx Xxxxx, XX, XX 00000
Uncommon Media Group, Inc. ("Company")
Dear Xxxxx:
By this letter, I, Xxxxxxx Xxxxxxxx ("MIDO") am pleased to confirm our agreement
concerning a strategic advisory relationship. As a result of our discussions, we
(which includes me and any firm I work with for consulting) are enthusiastic
about the prospects for Uncommon Media Group, Inc. ("the Company") and have a
strong interest in contributing to its growth and prosperity.
The purpose of this letter is to outline the terms and conditions of the
engagement by the Company of MIDO as one of the Company's strategic advisors.
MIDO will assist the Company in arranging introductions to strategic partners
("Strategic Partners") and/or discussions that may facilitate its business as
well as supply consulting services to Management from time to time to assist as
to Business Combinations discussed herein. MIDO may also pursue other
appropriate objectives or prospects deemed necessary to further the interests of
the Company, all in the discretion of MIDO.
I - Performance of Services
---------------------------
Under this Agreement, MIDO will use reasonable best efforts throughout the term
of this Agreement to facilitate a collaborative relationship with a Strategic
Partner(s), that will be satisfactory to the Company.
Strategic Partner Introductions
There are a number of contacts, at senior levels, to whom MIDO may effect an
introduction of Company for the purpose of assisting the Company's pursuits.
These introduction services will include, but are not necessarily limited to,
the
following, as determined and pursued by MIDO to reasonable ability and
discretion:
1. Identify what specific types of companies/entities that best fit the
parameters for a Company Strategic Partner(s).
2. Schedule and conduct introductory meetings with potential Strategic
Partners.
3. Coordinate the follow-up conversations, meetings and, when instructed
by Company, any negotiations that might result from the original
introductory meetings.
4. Advise Company on how best to assist Company in securing a desired
prospective new Strategic Partner(s).
Consulting
In regard to strategic planning, MIDO will, to the extent of his abilities:
Review Company's current and proposed structures with regard to budget and
business plan objectives, and written materials relating to strategic planning
which are supplied to MIDO, and reasonably discuss comments and questions from
MIDO.
Additional Consulting
MIDO may also provide the following services to the Company if and as we agree
during the term of this Agreement:
a) Assistance and advisement as to your formal Business Plan or amendments
within the ability of MIDO.
b) Introductions to legal counsel, accounting, investment banking and
other professionals to provide services to the Company as needed.
c) Introductions to potential strategic partners, business associates and
other contacts to assist the Company with the implementation of its
business plan.
d) Identifying candidates for potential mergers and acquisitions.
e) Introductions to technical professionals who are competent in executing
the business's development needs.
II - Definitions
----------------
For purposes of this Agreement, Strategic Partner(s) includes, but is not
limited to, any company, person or entity that furthers the Companies
objectives, either domestically or internationally by partnering with the
Company, licensing or purchasing or marketing of services/products; acting as an
agent; or entering into a joint venture agreement or merger or acquisition
("Business Combination") or similar agreement.
III - Compensation/Expense Reimbursement
----------------------------------------
Company and MIDO agree to the following as the compensation or expense
reimbursement for the performance of the services outlined above.
Business Combination Compensation and Expense (Non-accountable) Reimbursement
As a non-refundable payment for Business Combination introductions and advice,
whether or not successful or accepted by the Company, Company shall pay MIDO a
sum of 750,000 Shares of Unrestricted Common Stock at this time, to compensate
for all fees and expense of MIDO without the need of MIDO to supply any
accounting, AND MIDO hereby agrees that no other fees or expenses are due at
this time under this Agreement.
IV - Disclosure
---------------
In conjunction with MIDO becoming familiar with the Company, Company will make
available on a timely basis such information as MIDO may reasonably require
regarding Company, its assets, liabilities, earning power, financial condition,
historical performance and assumptions used in projecting future results.
V - Indemnification
-------------------
Company will afford MIDO the opportunity to review any disclosure which Company
plans to make to third parties relating to proposed transactions with parties
introduced to Company pursuant to this Agreement. Company will also indemnify
and hold harmless MIDO, related entity officers, directors, employees, partners,
affiliates, advisors or any investment banker, attorney or other agent retained
by MIDO against any liability, losses, claims, damages (including the amount of
any settlement), or expense (including attorney's fees and costs) resulting from
misstatement of a material fact in or omission of a material fact from
information furnished by Company.
VI - Termination
----------------
This Agreement shall remain effective for six months from its date ("Expiration
Date"), and thereafter all rights of the parties shall cease except for: the
right of MIDO to receive and the obligation of Company to pay (a) any payment of
anything due for any reason hereunder and (b) any payment for any reason due
after Expiration Date and the following sections shall survive any termination:
III, V, VI, VII and VIII.
VII - Other Conditions
----------------------
This Agreement contains the entire agreement between Company and MIDO and
supersedes all prior agreements as to the subject hereof and can only be amended
in writing as mutually agreed to by Company and MIDO. It is expressly understood
that each party is an independent contractor with the sole responsibility for
its own business. It is further agreed and understood that MIDO is not and shall
not represent itself to be an agent of Company for any purpose. Neither party
has the right or authority to assume or create an obligation of any kind for or
on behalf of the other, or to bind the other in any respect. It is expressly
understood that MIDO will not act as a broker or finder, or as an attorney or as
an accountant, and that the compensation and expense reimbursement referred to
above is in exchange for strategic advisory services, and to reimburse MIDO and
is specifically not a brokerage fee, nor a finder's fee, nor a legal fee, nor an
accounting fee. Any lawyers or accountant or advisors of MIDO, unless
specifically engaged in writing between the Company and such person or firm, is
not under contract with the Company and represents MIDO exclusively. All
payments to MIDO are non-refundable. Company represents that consummation of any
transaction contemplated herein will not conflict with or result in a breach of
any of the terms, provisions or conditions of any written agreement to which it
is a party.
VIII-MISCELLANEOUS PROVISIONS
-----------------------------
A. Gender. Wherever the context shall require, all words herein in the masculine
gender shall be deemed to include the feminine or neuter gender, all singular
words shall include the plural, and all plural shall include the singular.
B. Severability. If any provision hereof is deemed unenforceable by a court of
competent jurisdiction, the remainder of this Agreement, and the application of
such provision in other circumstances shall not be affected thereby.
C. Further Cooperation. From and after the date of this Agreement, each of the
parties hereto agrees to execute whatever additional documentation or
instruments as are necessary to carry out the intent and purposes of this
Agreement or to comply with any law.
D. Waiver. No waiver of any provision of this Agreement shall be valid unless in
writing and signed by the waiving party. The failure of any party at any time to
insist upon strict performance of any condition, promise, agreement or
understanding set forth herein, shall not be construed as a waiver or
relinquishment of any other condition, promise, agreement or understanding set
forth herein or of the right to insist upon strict performance of such waived
condition, promise, agreement or understanding at any other time.
E. Expenses. Except as otherwise provided herein, each party hereto shall bear
all expenses incurred by each such party in connection with this Agreement and
in the consummation of the transactions contemplated hereby and in preparation
thereof.
F. Amendment. This Agreement may only be amended or modified at any time, and
from time to time, in writing, executed by the parties hereto.
G. Notices. Any notice, communication, request, reply or advice (hereinafter
severally and collectively called "Notice") in this Agreement provided or
permitted to be given, shall be made or be served by delivering same by
overnight mail or by delivering the same by a hand-delivery service, such Notice
shall be deemed given when so delivered. For all purposes of Notice, the
addresses of the parties herein shall be their addresses unless later advised in
writing.
H. Captions. Captions herein are for the convenience of the parties and shall
not affect the interpretation of this Agreement.
I. Counterpart Execution. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and this Agreement may be
executed by fax.
J. Assignment. This Agreement is not assignable without the written consent of
the parties.
K. Parties in Interest. Provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties, their heirs,
executors, administrators, other permitted successors and assigns, if any.
Nothing contained in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on any
persons other than the parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any party to this Agreement, nor
shall any provision give any third persons any right of subrogation over, or
action against, any party to this Agreement.
L. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties on the subject matter hereof and supersedes all
prior agreements and understandings.
M. Construction. The parties agree and acknowledge that each has reviewed this
Agreement and the normal rule of construction that agreements are to be
construed against the drafting party shall not apply in respect of this
Agreement given the parties have mutually negotiated and drafted this Agreement.
N. Cooperation. The parties hereto agree to cooperate with one another in
respect of this Agreement, including reviewing and executing any document
necessary for the performance of this Agreement, to comply with law or as
reasonably requested by any party hereto, or legal counsel to any party hereto.
O. Independent Legal Counsel. The parties hereto agree that (i) each has
retained independent legal counsel in connection with the preparation and of
this Agreement, (ii) each has been advised of the importance of retaining legal
counsel, and (iii) by the execution of this Agreement, each party who has not
retained independent legal counsel acknowledges having waived such right. Both
parties acknowledge and waive any conflict of interest claim as to the
representation of the above referenced law firm of both parties from time to
time.
If you agree to the foregoing, please sign and return a copy of this letter by
fax or by hand to me.
Sincerely yours,
--------------------------
Xxxxxxx Xxxxxxxx
Agreed (Company):
Uncommon Media Group, Inc.
By:_______________________
President
