CONSULTING AGREEMENT

 

1.

Terms of Contract. This Agreement will become effective April 25, 2016 and will continue in effect for a period of twelve (12) months unless earlier terminated pursuant to Section 4 of this Agreement.

 

2.

 

2.1

Duties of Consultant. Consultant agrees to provide general business consulting to Client. The Consultant will provide such consulting services and advice pertaining to the Client’s business affairs as the Client may from time to time reasonably request. Per the Client’s request, the Consultant will provide Client with the benefits of its reasonable judgment and efforts regarding the following: corporate structures, general business policy, joint ventures, lines of credit, factoring facilities, strategic business planning, including alliance partnerships, acquisitions, and mergers.

 

 

2.2

Independent Contractor Status. It is the express intention of the parties that Consultant be an independent contractor and not an employee, agent, joint venture or partner of Client. Client shall have no right to and shall not control the manner or prescribe the method by which Consultant performs the above described services. Consultant shall be entirely and solely responsible for its own actions and the actions of its agents, employees or partners while engaged in the performance of services required by this Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Both parties acknowledge that Consultant is not an employee for state or federal income tax purposes and Consultant specifically agrees that is shall be exclusively liable for the payment of all income taxes, or other state or Federal taxes that are due as a result of receipt of any consideration for the performance of services required by this Agreement. Consultant agrees that any such consideration is not subject to withholding by the Client for payment of any taxes and Consultant directs Client not to withhold any sums for the consideration paid to Consultant for the services provided hereunder. Consultant shall retain the right to perform services for others during the term of this Agreement. Nothing herein shall constitute Consultant as an employee or agent of the Client, except to such extent as might hereinafter be agreed, Consultant shall not have the authority to obligate or commit the Client in any matter whatsoever.

Use of Employees of Contractor. Consultant may, at its own expense, use any employees or subcontractors, as it deems necessary to perform the services required by Consultant by this Agreement. Client may not control, direct or supervise Consultant and/or its employees or subcontractors in the performance of those services.

 

Expense. Consultant shall bear out-of-pocket costs and expenses incident to performing the Consulting Services, without a right of reimbursement from the Client unless such expenses are pre-approved by the Client.

 

3.

4.

Termination on Notice. Notwithstanding any other provisions of this Agreement, Client may terminate this Agreement at any time by giving seven (7) days written notice to the Consultant. Upon Consultant receiving 7 days written notification of termination of this Agreement by Client, it is to receive full payment for services and expenses as stated in item 2.4, 3.1 and 3.2 of this Agreement. Unless otherwise terminated as provided in this Agreement, this Agreement will continue in force for a period of twelve (12) months.

 

Termination on Occurrence of Stated Event. This Agreement will terminate automatically on the occurrence of the following event:

 

 (b)

bankruptcy or insolvency of Client

5.

Confidentiality. During the Term of this Agreement and thereafter, the Consultant shall keep confidential the Client’s trade secrets, information, ideas, knowledge and papers pertaining to the affairs of the Client. Without limiting the generality of the foregoing, such trade secrets shall include: the identity of the Client's customers, suppliers and prospective customers and suppliers; the identity of the Client’s creditors and other sources of financing; the Client's estimating and costing procedures and the cost and gross prices charged by the Client for its products; the prices or other consideration charged to or required of the Client by any of its suppliers or potential suppliers; the Client's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Client. The Consultant shall not reveal said trade secretes to others except in the proper exercise of its duties for the Client, or use their knowledge thereof in any way that would be detrimental to the interest of the Client, unless compelled to disclose such information by judicial or administrative process; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by Consultant pursuant to judicial or governmental order. The Consultant shall also treat all information pertaining to the affairs of the Client's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers.