EXHIBIT 10.2
CONSULTING CONTRACT
THIS CONTRACT made as of the __ day of March 2004 by and between
Zone4Play, Inc. ("Zone4Play"), a Nevada Corporation, having offices at 0X
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxx and The Equity Group Inc. ("Equity"), a New
York Corporation, having offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
WHEREAS, Zone4Play desires to secure the services of Equity as a
consultant and Equity desires to provide such services to Zone4Play;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
1. Equity hereby agrees that it will render financial public
relations/investor relations services to Zone4Play. These services were fully
outlined in a Proposal to Zone4Play dated March 4, 2004, which is attached
hereto and incorporated herein.
2. The Term of this Contract shall commence on April 1, 2004 and shall
continue indefinitely, unless terminated by Zone4Play or Equity in accordance
with Paragraph 9 hereof.
3. (a) In consideration of the services to be rendered and performed by
Equity during the term of this Contract, Zone4Play will pay Equity three
thousand dollars ($3,000) upon the signing of the Contract for the first month
of services and three thousand dollars ($3,000) per month at the beginning of
each subsequent month of the consulting period.
(b) In addition, as an inducement for Equity entering into this
Contract, Zone4Play will issue to Equity forty-four thousand three hundred
forty-eight (44,348) shares of common stock. These shares, which will be
unregistered, will be fully vested and not forfeitable upon the signing of the
Contract. On each six-month anniversary date of this Contract, Zone4Play will
issue to Equity a number of shares of common stock valued at thirty thousand six
hundred dollars ($30,600), based on valuing the shares at eighty percent (80%)
of the market price on the respective anniversary date. These shares, which will
be unregistered, will be fully vested and not forfeitable upon issuance. The
certificates representing the shares to be transferred hereunder shall bear a
legend to the effect that the shares have not been registered under the
Securities Act of 1933 and may not be sold, transferred or otherwise disposed
unless in the opinion of counsel satisfactory to the issuer the transfer
qualifies for an exemption from or exemption to the registration provisions
thereof.
(c) This arrangement will periodically be reviewed by Equity and
Zone4Play.
(d) Equity shall also be reimbursed for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties, upon
presentation of monthly statements, provided however, that any individual
expense in excess of $500 shall be reimbursed only if Zone4Play provides Equity
written consent prior to the incurring of such expense. An email will serve as
sufficient written consent.
ZONE4PLAY, INC. PAGE 2
CONSULTING CONTRACT
(e) In the event Equity arranges for a financing, acquisition,
merger, corporate sale, business combination or similar such transaction for
Zone4Play or in the event Equity introduces Zone4Play to any of the above
transactions through an intermediary, including but not limited to investment
banking firms, brokers, etc., (with such arrangements and introductions possibly
occurring in the course of Equity's financial public relations activities),
Zone4Play shall pay a separate and additional fee to Equity at the time of
closing of such transaction(s), in accordance with applicable industry standards
and mutually agreed upon by Equity and Zone4Play prior to such closing(s).
4. Equity will use its best efforts to perform these services for
Zone4Play consistent with and specifically recognizing Equity's commitments and
obligations to other businesses for which it performs services.
5. Equity agrees that neither it nor its employees or agents will during
the term of this Contract, or at any time thereafter, disclose or divulge or
use, directly or indirectly, for its own benefit, any confidential information,
data, trade secrets, etc. relating to the business of Zone4Play learned in
connection with its work for Zone4Play. The provisions of this paragraph shall
survive the termination of this Contract, and shall continue until such
information, data, trade secrets, etc., becomes public knowledge through no
fault of Equity or any of its employees or agents.
6. As a consultant for Zone4Play, Equity must at all times rely upon the
accuracy and completeness of the information supplied to Equity by officers,
directors, agents and employees of Zone4Play. Zone4Play hereby agrees that in
the event that Equity or any of its officers, directors, agents or employees is
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), or to the extent that Equity or any such
indemnified person is a witness in any proceeding, by reason of the fact that
Equity is or was serving as a consultant to Zone4Play, whether the basis of such
proceeding is alleged action or inaction in such capacity as a consultant or in
any other capacity while serving as a consultant, Equity or any such person
shall be indemnified and held harmless by Zone4Play, to the fullest extent
permitted by applicable law, against all costs, charges, expenses, liabilities
and losses (including attorneys' fees, judgments, fines, or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
Equity or any such person in connection therewith, and such indemnification
shall continue as to Equity or any such person after Equity has ceased to be a
consultant to Zone4Play and shall inure to the benefit of the successors, heirs,
executors and administrators or such persons; provided, however, that Zone4Play
shall not be required to indemnify Equity or any such person if Equity or any
such person, as the case may be, was guilty of negligence or misconduct. Equity
or any such indemnified party shall have the right to be paid by Zone4Play the
expenses incurred in defending any such proceeding in advance of its final
disposition. This right to indemnification and the right to payment of expenses
incurred in defending a proceeding in advance of its final disposition shall not
be exclusive of any other right which Equity may have.
7. Equity agrees to indemnify, hold harmless and defend Zone4Play, its
directors, officers, employees and agents from and against any and all claims,
actions, proceedings, losses, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) incurred by any of them in
connection with or as the result of any negligence or misconduct by Equity or
any of its directors, officers, employees or agents, in connection with the
performance of Equity's services pursuant to this Contract.
ZONE4PLAY, INC. PAGE 3
CONSULTING CONTRACT
8. In the event an action or proceeding is commenced with respect to this
Contract, the prevailing party shall be entitled to receive payment from the
other party of its reasonable legal fees and expenses.
9. This Contract shall continue to be in effect for successive one-year
periods, except that it may be terminated by Zone4Play or Equity on the first
six-month anniversary date or any yearly anniversary date of the commencement of
services, upon 30 days prior written notice to such effect. Assuming the
Contract is continued, the monthly fee described in Paragraph 3(a) will increase
by an amount to be mutually agreed upon between the parties, but in no event
more than five percent (5%) upon each one-year anniversary date of the
commencement of services. Either Zone4Play or Equity may terminate this Contract
at any time upon written notice to the other party solely in the event that the
other party: (i) is adjudicated to have engaged in fraudulent, criminal or
grossly negligent conduct or violates any regulation in connection with the
business relationship of the parties or the performance of its respective
obligations hereunder; (ii) breaches any material term or provision and fails to
cure such breach within thirty (30) days of the date of the receipt written
notice of such breach from the non-breaching party; (iii) ceases to do business,
or otherwise terminates its business operations; or (iv) becomes insolvent or
seeks protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition or comparable proceeding, or if any such proceeding is
instituted against the other party and such proceeding is not dismissed within
90 days. In the event Zone4Play or Equity elects to terminate this Contract: (a)
Zone4Play shall be obligated to pay to Equity fees and expense reimbursements
with respect to the period through the date of such termination and (b) the
provisions of Paragraphs 5, 6, 7 and 8 shall survive such termination and
continue in full force and effect.
10. This Contract will not be assigned (including by operation of law) by
either party hereto and shall be interpreted under the laws of the State of New
York.
11. The relationship of Equity and Zone4Play is that of an independent
contractor and nothing in this Agreement should be construed as to create a
partnership, joint venture, agency or employment relationship between the
parties.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date
above written.
THE EQUITY GROUP, INC. ZONE4PLAY, INC.
By: By:
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