Consulting Agreement - Bulldog Entertainment LLC and Zenascent Inc.
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.
WITNESSETH:
WHEREAS, the Company is engaged in the business of promoting professional
boxers;
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.
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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
hereto.
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
hereto.
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
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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.
CONSULTANT:
BULLDOG ENTERTAINMENT, LLC
By: /s/ Robi Dallow
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Robi Dallow, Manager
COMPANY:
ZENASCENT, INC
By:
Name:
Title: