Sample Business Contracts

Consulting Agreement - Bulldog Entertainment LLC and Zenascent Inc.

Sponsored Links

                              CONSULTING AGREEMENT

     AGREEMENT, effective of the day of , 2002 (the "Agreement"), by and between
BULLDOG  ENTERTAINMENT  LLC (the  "Consultant"),  a New Jersey limited liability
company having an address at 293 Eisenhower Parkway, Suite 250, Livingston,  New
Jersey 07039 and ZENASCENT INC., (the "Company"),  a Delaware corporation having
an address at 1 Montauk Highway, Southampton, New York 11968.


     WHEREAS,  the Company is engaged in the business of promoting  professional

     WHEREAS,  the Consultant is a limited  liability  company with  substantial
expertise which the Company deems of great value to it's continued operations;

     WHEREAS,  the  Consultant  has been  requested  by the  Company  to provide
consulting services for the Company;

     WHEREAS,  Consultant and the Company  desire to expand their  relationship,
and the Company  desires to enter into a formal  consulting  agreement  with the
Consultant  pursuant  to  which  it  will  engage  the  Consultant  for  general
consulting  services,  including advice regarding promoting  professional boxers
and related matters.

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:

     1. Term.  Consultant  hereby  agrees to act as  consultant on behalf of the
Company for a five (5) year term  commencing  on January 1, 2003 and  continuing
through and including April 30, 2008 (the "Term").

     2. Services.  The consulting  services to be provided by Consultant  during
the Term shall be to advise and consult the Company  regarding  general business
matters including,  but not limited to the area of promoting professional boxers
and  producing  and  syndicating   championship   boxing  events  for  worldwide
distribution,  that the Company may ask the Consultant to undertake.  Consultant
agrees to devote such time toward the performance of its duties  hereunder as it
deems reasonably  necessary.  It is not intended that such services require full
time and effort by  Consultant or any of its members.  The Company  acknowledges
that  Consultant  and/or its affiliates will provide  consulting  advice (of all
types contemplated by this Agreement and otherwise) to others, as well as to the
Company.  Nothing  herein  contained  shall be  construed  to limit and restrict
Consultant in conducting  such business with respect to others,  or in rendering
such advise to others.

     Compensation for Service;  Expenses.  (a) For and in consideration  for the
services  rendered by  Consultant  hereunder,  Company shall issue to Consultant
700,000  shares of the companies  common stock,  said stock shall have piggyback
registration rights.
     (b) Consultant  shall be entitled to be reimbursed for reasonable  expenses
incurred by it in satisfying its obligations hereunder.  Company shall reimburse
Consultant for such expenses within thirty (30) days after  Consultant  presents
invoices therefor.

     3. Entire Agreement;  Waivers;  Exhibits. This Agreement supersedes any and
all  agreements,  arrangements  and  understandings  between the parties hereto,
entered  into or  reached  prior to the date  hereof.  No  amendment,  waiver or
discharge of any provisions  hereof shall be effective  unless in writing signed
by the parties hereto.  This Agreement shall inure to the successors and assigns
of the  parties  hereto.

     4.  Notices.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed to have been given  when  delivered  personally  or
three days after being sent by registered or certified  mail,  postage  prepaid,
return  receipt  requested,  to the  address set forth on the first page of this
Agreement  or such other  address  as any party may  notify  the other  pursuant

     5.  Headings.  The headings in the  Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.

     6. Assignment.  This Agreement may not be assigned by any party without the
express written consent of the other party.

     7.  Governing  Law. This  Agreement  shall be governed and  interpreted  in
accordance  with the laws of the  State of New  Jersey,  without  regard  to the
conflict  of laws  principles  thereof or the actual  domiciles  of the  parties

     8. Confidential  Information.  During the Term of this Agreement and at all
times thereafter,  Consultant agrees that it will keep confidential and will not
use or divulge to any person,  firm or corporation,  without Company's specific,
prior  consent  in  writing  (a) any  confidential  information  concerning  the
business affairs of Company;  or (b) any other  specialized  information or data

relating  to Company  heretofore  or  hereafter  learned,  acquired or coming to
Consultant's   knowledge  during  the  Term.   Notwithstanding  the  above,  the
Consultant  shall have no liability to Company with regard to information  which
(i) was  generally  known and  available in the public domain at the time it was
disclosed or becomes  generally known and available in the public domain through
no fault of  Consultant;  (ii) was known to Consultant at the time of disclosure
as shown by the files of  Consultant  in  existence  at the time of  disclosure;
(iii)  is  disclosed  with the  prior  written  approval  of  Company;  (iv) was
independently   developed  by  Consultant   without  any  use  of   confidential
information  and by  members  or other  agents of  Consultant  who have not been
exposed to such confidential information; (v) becomes known to Consultant from a
source other than Company  without  breach of this  Agreement by Consultant  and
otherwise not in violation of Company's rights;  and (vi) is disclosed  pursuant
to the  order of a court,  administrative  agency  or other  governmental  body;
provided,  that  Consultant  shall provide  prompt,  advanced  notice thereof to
enable Company to seek a protective order or otherwise  prevent such disclosure,
and provided that Consultant's  disclosure is limited to the expressly  required
by such court, administrative agency or other governmental body. 11. Independent
Contractor  Relationship,  The services  rendered by  Consultant  to the Company
pursuant  to this  Agreement  shall be as an  independent  contractor,  and this
Agreement does not make Consultant the employee,  agent or legal  representative
of the  Company  for any  purpose  whatsoever,  including,  without  limitation,
participation  in any benefits or privileges given or attended by the Company to
its  employees.  No right or authority is granted to  Consultant to assume or to
create any obligation or responsibility,  express or implied, on behalf of or in
the name of the  Company.  The Company  shall not withhold  for  Consultant  any
federal or state taxes from the amounts to be paid to Consultant hereunder,  and
Consultant  agrees  that it will pay all taxes due on such  amounts.  IN WITNESS
WHEREOF,  each of the parties has caused this  Agreement to be duly executed and
delivered  in its name and on its  behalf,  all  effective  as of the date first
written above.


                                    BULLDOG ENTERTAINMENT, LLC

                                    By: /s/  Robi Dallow
                                          Robi Dallow, Manager


                                    ZENASCENT, INC