Sample Business Contracts

Consulting Agreement - CarsDirect Inc., Michael L. Malamut and Ronald L. Frey Jr.

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                             CONSULTING AGREEMENT

     THIS AGREEMENT entered into this 1st day of April, 1999, between
CARSDIRECT, INC., a Delaware corporation, ("CarsDirect") having its principal
place of business at 4312 Woodman Ave. ("Companies") and MICHAEL L. MALAMUT AND
RONALD L. FREY, JR. (hereinafter referred to as the "Consultants"), whose
address is 4312 Woodman Avenue, Sherman Oaks, California 91423 with reference to
the following:

          A.   CarsDirect and Autoland, Inc., a California corporation
     ("Autoland"), entered into a Strategic Alliances and Services Agreement
     dated as of April 1, 1999 ("Alliance").

          B.   The Alliance provides services to be rendered to CarsDirect by
     Autoland and the consideration to be paid to Autoland therefor. The
     Alliance also provides for the consideration to be paid to Consultants for
     services to be rendered by them individually and this agreement sets forth
     the services to be provided by Consultants for which the consideration to
     them is payable.

     NOW, THEREFORE, it is hereby agreed as follows:

          1.   Duties of Consultants.
          Each of Consultants shall, during the term of the Alliance and as an
     independent contractor, provide CarsDirect with management and/or marketing
     information, advice and assistance as may be reasonably requested by
     CarsDirect. It is understood that Consultants are full time executives of
     Autoland but will be rendering the consulting services hereunder during
     their own spare time. With this is mind, CarsDirect will endeavor to
     request the services of Consultants with sufficient notice such that they
     can arrange their affairs so as to reasonably be able to render the
     services requested on a part-time basis while not neglecting their other
     full-time duties at Autoland. Consultants shall have full control of the
     method and means utilized by Consultants in providing such consultation and

          2.   Term of Agreement.
          This agreement shall terminate concurrently with the termination of
     the Alliance.

          3.   Consulting Fee.
          Except with respect to expenses mentioned in 4 below, the sole and
     exclusive compensation to Consultants for services rendered under this
     Agreement shall be the stock in CarsDirect as provided in paragraph 6 of
     the Alliance.

          4.   Expenses Incurred by Consultants.
          All expenses of Consultants reasonably incurred for the performance of
     this Agreement shall be reimbursed to Consultant by CarsDirect upon
     presentation of appropriate backup documentation.

          5.   Termination of Agreement.
          This Agreement shall be terminated before the end of its term on the
     occurrence of any one of the following events:

               (a)   The willful breach of material obligations of Consultants
                     to CarsDirect under


                     this Agreement.
               (b)   Conviction of a felony, whether or not related to this
                     Agreement, or conviction of a misdemeanor which either
                     materially interferes with Consultants' ability to perform
                     this Agreement or has a material detriment to the
                     reputation of CarsDirect.
               (c)   Causing substantial injury to the reputation of CarsDirect,
                     at the election of CarsDirect.
               (d)   Material breach of fiduciary duty to CarsDirect on the part
                     of Consultants or either of them, at the election of
               (e)   Material breach on the part of Autoland or the Alliance.
               (f)   Death or permanent disability of both Consultants.
                     Permanent Disability shall in this context mean illness or
                     injury to Consultants rendering them unable to render the
                     consulting services provided in this Agreement for a
                     continuous period of six (6) months.

          6.   Effect of Termination on Consulting Fee.
          In the event of the termination of this Agreement prior to the
     completion of its term, Consultants shall be entitled to retain all
     compensation received by them to the date thereof but shall be entitled to
     no further compensation hereunder.

          7.   Determination of Controversies.
          Any controversy, dispute or claim arising out of the interpretation,
     performance or breach of this Agreement shall be resolved by binding
     arbitration, at the request of either party, in accordance with the rules
     of the American Arbitration Association. The arbitrators shall apply
     California substantive law and the California Evidence Code to the
     proceeding. The arbitrators shall have the power to grant all legal and
     equitable remedies and award compensatory damages provided by California
     law, including the power to award punitive damages. The arbitrators shall
     prepare in writing and provide to the parties an award including factual
     findings and the reasons on which the decision is based. The arbitrators
     shall not have the power to commit errors of law or legal reasoning, and
     the award may be vacated or corrected pursuant to California Code of Civil
     Procedure Sections 1286.2 for any such error. In any such arbitration
     proceeding, discovery shall be permitted in accordance with CCP (S)

          8.   Attorneys Fees and Costs.
          Any action at law, in equity, or by way of arbitration to enforce or
     interpret the terms of this Agreement, the prevailing party shall be
     entitled to reasonable attorneys fees, costs and necessary disbursements in
     addition to any other relief to which he may be entitled.

          9.   Consultants Not Agents.
          Consultants are not the agents or employees of CarsDirect and shall
     have no authority to make any agreement or representation on behalf of

          10.  Notices.
          Any notices to be given hereunder by either party to the other may be
     effected either by personal delivery in writing or by mail, registered or
     certified, postage prepaid with return receipt requested. Mailed notices
     shall be addressed to the parties and the addresses appearing in the
     introductory paragraph to this Agreement, but each party may change his
     address by written notice in accordance with this paragraph. Notices
     delivered personally shall be deemed communicated as of actual receipt;
     mailed notices shall be deemed communicated as of two (2) days after
     mailing with respect to United States domestic mail and ten (10) days after
     mailing with respect to notices mailed from foreign countries to addresses
     in the United States.

          11.  Entire Agreement.


          This Agreement supersedes any and all other agreements either oral or
     in writing, between the parties hereto with respect to consulting services
     by the Consultants to CarsDirect and contains all of the covenants and
     agreements between the parties with respect to such consulting services.
     Each party to this Agreement acknowledges that no representations,
     inducements, promises, or agreements, orally or otherwise, have been made
     by any party, or anyone acting on behalf of any party, which are not
     embodied herein, and that no other agreement, statement, or promise not
     contained in this Agreement shall be valid or binding. Any modification of
     this Agreement will be effective only if it is in writing, signed by the
     party to be charged.

          12.  Law Governing Agreement.
          This Agreement shall be governed by and construed in accordance with
     the laws of California.

          13.  Partial Invalidity.
          If any provision of this Agreement is held by a court of competent
     jurisdiction to be invalid, void, or unenforceable, the remaining
     provisions shall nevertheless continue in full force without being impaired
     or invalidated in any way.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.

                                         CARSDIRECT, INC.

                                         by  /s/ SCOTT PAINTER
                                         ___________, its President


                                         /s/ MICHAEL L. MALAMUT
                                         Michael L. Malamut

                                         /s/ RONALD L. FREY, JR.
                                         Ronald L. Frey, Jr.