Sample Business Contracts

Consulting Services Agreement - Inc. and Edward Cespedes

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     THIS CONSULTING SERVICES AGREEMENT ("Agreement") dated as of April 17,
2000 ("Effective Date") is entered into by and between,  inc.,
a  Delaware   corporation   (""),   and  Edward  Cespedes  (the

1.  Engagement  of  Services.  Consultant  agrees to perform the  following
services for at such time and in such manner as is reasonably
acceptable  to  the  parties  hereto:   (a)  provide  strategic  advice  to's   senior  management  team,  including  advice  relating  to
corporate development as well as advice relating to strategic  alternatives
for,  (b)  attend the  meetings  of's  Board of
Directors,  and  (c)  such  other  services  as are  determined  by  mutual
agreement.  Such services may be performed through  telephonic  conference.  selected  Consultant  to perform  these  services  based upon   receiving   Consultant's   personal  service  and  therefore
Consultant  may  not   subcontract  or  otherwise   delegate   Consultant's
obligations  under this  Agreement  without's  prior  written

2.  Compensation.  As full  consideration  for  the  services  rendered  by
Consultant pursuant to this Agreement, as soon as practicable following the
Effective  Date,  will pay Consultant a  consultant's  fee of
$16,666.67 per month  (pro-rata  amount for partial months) during the Term
(as defined below). In addition, on the Effective Date, shall
grant  Consultant  a stock option to purchase  20,000  shares of the common
stock of, par value $0.0l per share, subject to such terms and
conditions as set forth in the Nonqualified Stock Option Agreement attached
hereto as Exhibit A. Consultant will be reimbursed for reasonable  expenses
incurred  in  connection  with  the  performance  of  services  under  this
Agreement,   upon's   receipt  of  invoices  evidencing  such

3.  Independent  Consultant   Relationship.   Consultant  and
understand,  acknowledge  and agree  that  Consultant's  relationship  with will be that of an independent  contractor and nothing in this
Agreement is intended to or should be  construed  to create a  partnership,
joint venture, or employment relationship.

     4.   Intellectual Property Rights; Indemnification.

          4.1. Ownership of Work Product.

               (a) shall own all right, title, and interest in
and to the results of Consultant's  services hereunder and each element and
part thereof and other  tangible  embodiments  resulting from such services
(collectively,  "Work Products).  With respect to any and all copyrightable
works and/or materials comprising the Work Product, Consultant acknowledges
that  all such  Work  Product  is  specially  ordered  or  commissioned  by for use as a contribution to an audiovisual work such shall be
considered  "works made for hire" for  as author  thereof (as
defined in the United States Copyright Act of 1976, as amended). Consultant
further agrees and acknowledges  that is the entity for which
the Work  Product is and will be prepared  and that  shall be
considered the author  therefor the purposes of copyright and shall own all
rights  comprised  in  and to  the  copyrights  thereof  and  renewals  and
extensions  of such  copyrights.  Consultant  hereby  irrevocably  assigns,
conveys,  and  otherwise  transfers  to,  and its  respective
successors and assigns,  all rights,  title, and interests worldwide in and
to the Work Product and all propriety  rights therein.  including,  without
limitation,  all  copyrights,  trademarks,  design  patents,  trade  secret
rights, moral rights, and all contract and licensing rights, and all claims
and causes of action of any kind with respect to the foregoing, whether now
known or hereafter to become known. In the event  Consultant has any rights
in and to the  Work  Product  that  cannot  be  assigned  to,
Consultant hereby unconditionally and irrevocably waives the enforcement of
all such  rights,  and all  claims  and  causes  of action of any kind with
respect to any of the foregoing  against,  its  distributors,
licensees,  successors,  and  customers,  whether now known or hereafter to
become known, and agrees at the request and expense of and its
respective  successors  and assigns to consent to and join in any action to
enforce such rights.  In the event  Consultant has any rights in and to the
Work Product that are for any reason not deemed to be "works made for hire"
and/or  that  Consultant  has any  rights in and to the Work  Product  that
cannot be assigned to and cannot be waived,  Consultant hereby
grants to,  and its  respective  successors  and assigns,  an
exclusive, worldwide, royalty-free license during the term of the rights to
reproduce,  distribute,  modify,  publicly perform,  publicly display,  and
transmit with the right to sublicense  and assign such rights in and to the
Work  Product,  included  without  limitation,  the right to use in any way
whatsoever  the Work  Product in any and all media,  now know or  hereafter
devised.  Consultant  retains no rights to use the Work  Product and agrees
not to challenge the validity of the ownership by in the Work

               (b)  Consultant   agrees  to  assist  in  any
reasonable manner, at sole expense,  to obtain and enforce for's  benefit  patents,  copyrights,  and other  property  rights
covering the Work Product in any and all countries,  and Consultant  agrees
to execute, when requested,  at's  expense, any and all lawful
documents  deemed  necessary by to vest fully in
all rights,  title and  interests  in the Work  Product.  In the event that  is unable for any reason  whatsoever  to secure  Consultant's
signature to any lawful document required to vest fully in all
rights, title, interests in the Work Product, Consultant hereby irrevocably
designates and appoints and its duly authorized  officers and
agents  as  Consultant's  agents  and  attorneys-in-fact  to act for and in
Consultant's behalf and instead of Consultant, to execute and file any such
documents  and to do all  other  lawfully  permitted  acts to  further  the
prosecution  and issuance of patents,  copyrights  or other rights  thereon
with the same legal  force and effect as if executed  by  Consultant.  Such
power of attorney is irrevocable and coupled with an interest.

     4.2. Further Warranties and Representations. Consultant hereby further
warrants and represents the following:  (1) The Work Product will be wholly
original to Consultant  except to the extent based on material  supplied by, if any, and (2) Consultant shall not at any time authorize or
willingly  permit any person,  firm or  corporation  to  infringe  upon the
rights granted to hereunder, and authorizes,  in
Consultant's  name or otherwise,  to institute any proper legal proceedings
to prevent any such infringement.

     4.3.  Indemnification.  will defend,  indemnify and hold
harmless Consultant with respect to claims, damages, liabilities, costs and
expenses (including reasonable attorneys' fees) arising out of Consultant's
service to to the fullest extent permitted by Delaware General
Corporate Law, consistent with's  By-Laws, as such By-Laws may
be amended from time to time,  assuming that for this  purpose,  Consultant
will  be  deemed  to  be  an  officer  of;   provided,   that
Consultant's  actual status as not being an officer of  shall
not reduce or in anyway diminish's  obligation to provide the
indemnification   contemplated   by  this  Section  4.3.

     4.4. Return of's  Property.  Consultant acknowledges that's sole and exclusive property includes all documents,  such as
drawings,   manuals,   notebooks,   reports,  sketches,  records,  computer
programs,  employee  lists,  customer  lists and the like in his custody or
possession,  whether  delivered to  Consultant by  or made by
Consultant in the performance of services under this Agreement, relating to
the business  activities of or its customers or suppliers and
containing Confidential Information.  Consultant agrees to deliver promptly
all of's property and all copies of's property in
Consultant's  possession to  at any time upon's

5.   Term; Termination.

     5.1.  Termination.   Unless  otherwise  terminated  pursuant  to  this
Section,  the term of this  Agreement  shall commence on the Effective Date
and shall  continue  until the  earlier  of (a) the date that
elects a new Chief Executive Officer;  (b) the date that there is a "Change
of  Control"  (as  defined  below)  of the  Company;  or (c) the six  month
anniversary of the Effective  Date (the "Term").  "Change of Control" means
(x) the sale or disposition of substantially all of's  assets;
or (y) the acquisition by a third party of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities Act of 1933) of more
than  fifty  percent  (50%) of either  (1) the then  outstanding  shares of
common  stock  of a party;  or (2) the  combined  voting  power of the then
outstanding  voting securities of a party entitled to vote generally in the
election of  directors.  Either party may terminate  this  Agreement at any
time upon fifteen  (15) day's prior  written  notice;  provided,  that,  if  terminates this Agreement prior to the expiration of the Term
for any reason other than a material breach of this Agreement by Consultant
which has not been cured,  if  curable,  within 15 days  following  written
notice by  to the  Consulting  setting forth in detail how it
believes the  Agreement  has been  materially  breached,  any stock options
granted in  accordance  with  Section 2 of this  Agreement  that would have
vested on the next monthly anniversary date of the Effective Date following
the effective time of such termination of service shall  automatically vest
and become exercisable in accordance with their terms.

     6. Confidential  Information.  Consultant agrees, during and after the
term of this  Agreement,  to hold in  confidence,  and not to use except as
necessary to perform under this Agreement, any information,  which it knows
or has any  reason  to  know is  considered  confidential  by
("Confidential Information").  Confidential Information includes, but it is
not limited to, any products and services  developed by or  contemplated to
be developed by,  technical and business  information relating
to's   inventions,   products  or  services,   research  and
development,  manufacturing and engineering processes,  and future business
plans.  Confidential  Information  may  take  the  form  of  documentation,
drawings,  specifications,  software,  technical or  engineering  data, and
other  forms and may be  communicated  orally,  in writing,  by  electronic
media, by visual observation and by other means.  Consultant agrees to hold
the  Confidential  Information  in  strict  confidence,   and  to  use  the
Confidential Information only to the extent necessary to perform under this
Agreement.  Consultant  further  agrees not to make any  disclosure  of the
Confidential  Information to anyone without the express  written consent of, except to employees, consultants or agents of to
whom  disclosure is necessary to the  performance of this  Agreement.  Upon
request,  Consultant  shall return all originals and copies  thereof of any
requested Confidential  Information,  which has been fixed, in any tangible
means of expression.  Notwithstanding the foregoing,  information shall not
be  deemed  Confidential  Information  if (a) it has been  published  or is
otherwise readily available to the public without restriction other than by
a  breach  of  this  Agreement;  (b) it has  been  rightfully  received  by
Consultant from a third party without confidentiality  limitations;  (c) it
was known to the Consultant  prior to its first receipt by the  Consultant,
as shown by the files existing at the time of initial disclosure; or (d) it
is  required  to be  disclosed  in  the  context  of  any  tax  filing,  or
administrative  or  judicial  proceeding  or as may  be  required  by  law.
Consultant represents that Consultant's  performance of all of the terms of
this  Agreement  does not and  will not  breach  any  agreement  to keep in
confidence  proprietary  information of a third party,  and Consultant will
not disclose to any proprietary information belonging to third

7.   General Provisions.

     7.1.  Governing  Law. This Agreement will be governed by and construed
in accordance with the laws of the United States and the State of New York,
without regard to its conflict of laws  principles  for contracts  executed
and to be wholly performed therein.  Both parties submit to jurisdiction in
New York and  further  agree  that any cause of action  arising  under this
Agreement shall be brought in a court in New York, New York.

     7.2. Entire Agreement. This Agreement,  including all Exhibits to this
Agreement, including, without limitation, the option agreement, constitutes
the entire agreement between the parties relating to this subject mater and
supersede   all  prior  or   simultaneous   representations,   discussions,
negotiations,  and agreements, whether written or oral.

     7.3. No Injunction. In the event of a breach by of any of
its obligation under this Agreement, Consultant's rights and remedies shall
be limited to the right to recover  damages,  if any,  in an action at law,
and shall be limited to the right to recover damages,  if any, in an action
at law,  and shall not  include the right to seek or obtain  injunctive  or
other equitable relief,  or the right to rescind this Agreement,  and in no
event shall Consultant have the right to enjoin, restrain or interfere with
the exploitation of the Work Product.

     7.4. Severability;  Waiver. If any provision of this Agreement is held
to be invalid or  unenforceable  for any reason,  the remaining  provisions
will continue in full force without being  impaired or  invalidated  in any
way.  and Consultant  agree to replace any invalid  provision
with a valid  provision  which  most  closely  approximates  the intent and
economic effect of the invalid  provision.  The waiver by of a
breach of any provision of this Agreement by Consultant will not operate or
be interpreted as a waiver of any other or subsequent breach by Consultant.

     7.5.  Successors  and Assigns.  Neither this  Agreement nor any of the
rights or  obligations  of either party arising under this Agreement may be
assigned or  transferred  without the other parties prior written  consent.
This Agreement will be for the benefit of's  successors,  and
will be  binding  on  Consultant's  heirs and legal  representatives.

     7.6.  Notices.  All  notices and other  communications  required to be
given under this  Agreement  must be in writing,  mailed by  registered  or
certified mail, postage prepaid and return receipt requested,  or delivered
by band to the party to whom such  notice is to be given.  Any such  notice
will be considered to have been given when received, or if mailed, five (5)
business days after it was mailed, as evidence by the postmark. The mailing
address  for  notice  to  either  party  will be the  address  shown on the
signature page of this Agreement.

     7.7. Survival.  The following  provisions shall survive termination of
this Agreement: Article 4, Section 5.2, Article 6, and Article 7.

, inc.                     Edward Cespedes

By:                                             By:
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Title:                                          Title:
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Address:                                          Address:
120 Broadway, 22nd floor
New York, New York 10271