Exhibit 99.1
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CONSULTING AGREEMENT
Agreement made this 19th day of September, 2000, between Internet
Multimedia, Inc., (hereinafter referred to as "Corporation"), and Dr.
Guido Longo (hereinafter referred to as "Consultant"):
Company desires to engage Consultant to perform certain
consulting services for Company and Consultant desires to perform such
services on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the premises hereof and of the
mutual promises and agreements contained herein, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Engagement; Scope of Services.
Company hereby engages Consultant to perform the duties set forth
in this Agreement. The engagement by Company of Consultant under this
Agreement is non-exclusive and shall not limit Company's right to
engage other persons (including but not limited to consultants,
investment bankers, finders and brokers) to conduct activities on
behalf of Company. During the term of this Agreement Consultant may
perform comparable services for any person or entity involved in
similar businesses in which Company (or any of its subsidiaries or
affiliates) is engaged.
2. Duties and Responsibilities of Consultant.
2.1. Consistent with Consultant's experience and expertise in
dealing with all areas regarding marketing and public relations of the
Small Cap, "Over the Counter" companies, Consultant shall advise and
consult with Company's representatives or affiliated representatives
on such subjects, meeting with them from time to time at the request
of Company. At such meetings, Consultant shall advise, make
recommendations, introduce marketing opportunities, present marketing
plans devised by Consultant, offer ideas to promote the products and
services of the Company and generally advise the company on similarly
related matters.
2.2 Consultant's duties hereunder shall include (but not be
limited to):
2.2.1 Recommendation and Preparation of corporate
strategies;
2.2.1 Prepare and present marketing plans for services and
products;
2.2.3 Provide due diligence studies for proposed strategic
alliance partners;
2.2.4 Advise company on all matters dealing with existing
shareholder relations;
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
Page 2 of 8
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2.2.5 Provide due diligence assistance on proposed merger or
acquisition targets.
2.3. Consultant shall submit and identify to Company all
contacts for possible business relationships; however, Consultant
shall inform such contacts that no obligation is created on the part
of Company by virtue of such submission.
2.4 Consultant shall devote such time as, in the sole
discretion of the Consultant, to the performance of his duties, is
needed to fulfill his duties under all of the terms and conditions of
this Agreement.
2.5. Both parties intend this Agreement to be a personal
contract and Consultant shall not assign or delegate any rights,
duties or obligations arising under this Agreement without the prior
written consent of Company, which consent may be withheld in Company's
sole discretion.
3. Representations, Warranties, Covenants, and Agreements of
Consultant.
3.1. Representations and Warranties. Consultant hereby
represents and warrants to Company as follows:
(a) Consultant is familiar with all aspects of the "Small Cap",
"Over the Counter" securities markets. Consultant also acknowledges
that it is the written and established policy of Company to comply
fully with all applicable laws and regulations of the United States
and all jurisdictions in which it does business, and Consultant
warrants that he will not take any action which would constitute a
violation of any law of any jurisdiction in which he performs services
or of the United States, including without limitation the Securities
Acts of 1933 and 1934, and any State Blue Sky or other securities
laws.
(b) The execution and performance of this Agreement by
Consultant will not violate, or result in a default under, any
agreement, law, statute, regulation, or other authoritative rule of
any governmental body to which Consultant is a party or by which
Consultant is bound.
(c) There is no restriction upon Company disclosing to any
person or entity (i) that Company has the relationship with Consultant
provided for in this Agreement, (ii) that Consultant is to receive
from Company compensation in connection with the performance of
services hereunder, (iii) the amount of that compensation, or (iv) the
terms upon which payment has been or will be made.
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
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(d) This Agreement, when executed, will constitute the valid
and legally binding obligation of Consultant, fully enforceable
against him in accordance with its terms. The execution and
performance of this Agreement by Consultant will not violate any
constitutional provisions, statutes, ordinances, regulations, tax
codes, or other laws of the United States or the Laws of the State of
North Carolina.
3.2 Covenants and Agreements. Consultant hereby covenants with
Company and agrees as follows:
(a) Consultant shall not make use of any agent, consultant, or
finder in connection with the performing of any of his duties
hereunder without the prior written approval of an authorized
executive officer of Company. Notwithstanding anything to the contrary
in this Agreement, Consultant may delegate administrative duties
(including data processing and other ministerial functions) to third
parties, so long as such third parties are informed of, and agree to
be bound by, the provisions of Section 13 hereof.
(b) Consultant shall not hold himself out, directly or by
implication, as being an employee or contracting agent of Company.
(c) Consultant shall not make any representation, directly or
by implication, that Company has any obligation to any third party
with respect to the payment of any of the payments to be made to
Consultant hereunder.
(d) In the performance of this Agreement, neither Consultant
nor any employee or agent of Consultant shall, except as approved in
writing in advance by Company, offer to pay, pay, promise to pay, or
authorize the payment of, any money, or offer to give, give, promise
to give, or authorize the giving of, anything of value, directly or
indirectly, to any third person or entity.
(e) Consultant hereby authorizes Company to disclose to any
governmental authority that properly requests such disclosure, (i)
this Agreement, (ii) the amount of any compensation paid to Consultant
hereunder, and the terms and manner of such payment, and (iii) such
other information as may be required by law or regulation. Consultant
agrees to provide to Company in a timely manner, any information
necessary for Company to make a disclosure.
(f) In performance of this Agreement, Consultant shall fully
comply with all applicable laws governing the transactions undertaken,
including without limitations the all Federal and State securities
laws.
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
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(g) Consultant shall inform Company immediately if any
representation, warranty, covenant, or agreement contained in Section
3 hereof is no longer accurate.
4. Compensation.
Except as expressly provided herein, neither Company nor any
parent, subsidiary, or affiliate of Company or joint venture in which
Company may have an interest, shall be liable for any payment to
Consultant.
4.1. Company shall pay to Consultant, during the term of this
Agreement, a one time retainer fee of two million five hundred
thousand (2,500,000) shares of the Company's "free trading" common
shares, to be issued pursuant to Form S-8 of the Securities Exchange
Act of 1934. Such shares shall be fully paid and non assessable,
issued pursuant to a valid board of director's resolution and plan of
compensation, adopted by the Company, in accordance with the laws of
the State of Nevada and all applicable federal securities laws.
4.2 As additional compensation, the Company shall provide the
Consultant with the option to participate in the Company's "Employee
Option Plan", to be adopted by the Board of Directors. All shares
underlying the options offered by said plan shall be issued, and
registered in accordance with Rule 405 of the Securities Act,
Regulation C, and registered on Form S-8. The Consultant shall be
elegible to purchase up to two million (2,000,000) shares pursuant to
the options granted, at a price of not greater than twenty ($0.20)
cents per share.
5. Apportionment of Expenses: Right To Audit.
5.1. Consultant shall be reimbursed by the Company for all costs
incurred by Consultant in the performance of his duties, as set forth
in Paragraph 2.2, above.
5.2. Requests by Consultant for reimbursement of expenses must
be accompanied by an itemization of such expenses.
5.3. All compensation and expense reimbursements are subject to
audit by Company upon request by Company and Consultant agrees to
cooperate fully with Company in the event of such a request.
6. Term and Termination.
6.1. Term. The term of this Agreement (the "Term") shall
commence on the date hereof and shall continue for a period of thirty
six (36) Months, terminable upon thirty (30) days written after twenty
four (24) months, subject to the termination rights of Company as set
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
Page 4 of 8
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forth in Section 6.2 below. If Consultant is actively engaged in
promotion with respect to any business relationship at the date of
termination of the Agreement, Company may, at its sole discretion,
extend the term of this Agreement on a month-to-month basis. This
Agreement may be extended for one additional twenty four-month period
upon the mutual written agreement of the parties hereto.
6.2. Special Termination Rights.
(a) Anything herein to the contrary notwithstanding, in the
event that Company determines in good faith that its relationship with
Consultant subjects Company or any of its employees to potential
violations of any applicable law, regulation, or order, then this
Agreement, and all obligations of Company hereunder, shall expire
immediately upon Company giving notice to Consultant of such
determination.
(b) This Agreement may be terminated at any time without notice
by Company (i) for illegal acts or willful neglect on the part of
Consultant or Consultant's agents or employees or (ii) in the event
any representation, warranty, covenant, or agreement of Consultant
contained in this Agreement shall prove to be inaccurate in whole or
in part. No severance pay shall be payable by Company to Consultant upon
Consultant's termination, regardless of the reason of such
termination. In the event Company materially breaches any of its
obligations under this Agreement, Consultant shall have the right to
terminate this Agreement by giving Company written notice thirty (30)
days prior to Consultant's termination date.
7. Indemnification.
Consultant shall defend, indemnify and hold harmless Company and
its officers, directors, employees, agents, parent, subsidiaries and
other affiliates, from and against any and all damage, cost,
liability, and expense whatsoever (including attorney's fees and
related disbursements) incurred by reason of (a) any failure by
Consultant to perform any covenant or agreement of Consultant set
forth herein, or (b) any breach by Consultant of any representation,
warranty, covenant or agreement contained herein. Company shall have
the right to offset against any fees or commissions due Consultant for
any damage, cost, liability, expense, fee or other disbursement
incurred by Company pursuant to this Section 7.
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
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8. Independent Status of Consultant.
This Agreement establishes the rights, duties, and obligations of
Company and Consultant, and does not create an employer-employee or
agency relationship between Company, or any entity affiliated with
Company, and Consultant, or any of Consultant's employees or agents.
Consultant acknowledges and agrees that Consultant is an independent
contractor to Company and Consultant shall not act as an agent of
Company. As an independent contractor, Consultant shall be responsible
for any social security taxes, insurance, and any other taxes or fees
that are applicable to him and his employees and agents pursuant to
the tax laws of the United States, or any state, thereof.
9. Promotional Materials.
From time to time, Company may furnish Consultant with such
promotional data, materials and technical information as Company deems
necessary for Consultant to have in the performance of her duties
hereunder. Consultant shall use such materials in furtherance of the
objectives of this Agreement and shall not disseminate the same except
as set forth in Section 13.
10. Governing Law.
This Agreement shall be governed by, and its terms and conditions
shall be construed and enforced in accordance with the domestic laws
of the State of North Carolina and of the United States of America
excluding the principle of conflicts of laws and the parties hereto
and hereby irrevocably submit to the jurisdiction and venue of the
courts of the State of North Carolina, county of Mecklenburg to
resolve any disputes arising hereunder or related hereto.
11. Assignment.
Neither this Agreement nor any money due or to become due
hereunder may be assigned, in whole or in part, by Consultant without
the prior written consent of Company, which consent may be withheld in
Company sole discretion.
12. Notices.
All notices or other communications required or permitted to be
given hereunder shall be (as elected by the person giving such notice)
(a) personally delivered, (b) transmitted by postage prepaid
registered mail (airmail if international), or (c) transmitted by
telex, with postage prepaid mail information (airmail if
international), to the parties as follows:
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
Page 7 of 8
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12.1 If to Company: Internet Multimedia, Inc.
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12.2 If to Consultant: Dr. Guido Longo
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Except as otherwise specified herein, all notices and other
communications shall be deemed to have been given on the date of
receipt if delivered personally, fourteen (14) days after posting if
transmitted by mail, or the date of transmission with confirmed answer
back if transmitted by telex, whichever shall first occur. Any
party hereto may change its address for purposes hereof by written
notice to the other party.
13. Use of Information and Non-Solicitation.
Any information including, but not limited to, data, business
information, technical information, specifications, drawings,
sketches, models, samples, tools, promotional material, computer
programs and documentation, written, oral or otherwise together with
analyses, compilations, comparisons, studies or other documents
prepared by Consultant or his partners or employees which contain or
reflect such information (all hereinafter designated "Information")
furnish to Consultant hereunder or in contemplation hereof shall
remain Company property or the property of the Company subsidiary or
affiliate which furnished the Information to Consultant. All copies of
such Information in written, graphic or other tangible form shall be
returned to Company or such Company subsidiary or affiliate upon
request. Unless such information was previously known to Consultant
free of any obligation to keep it confidential or has been or is
subsequently made public by Company or a third party without violation
of this Agreement, it shall be kept confidential by "Consultant and
his partners and employees: and shall be disclosed only upon the prior
written consent of Company or upon such terms as may be agreed upon in
writing by the parties. Any findings, reports, questionnaires, or
other results of this Agreement shall be the exclusive property of
Company including title to copyright in all copyrightable material and
shall be considered a "work made for hire " in accordance with the
copyright statute. Consultant covenants and agrees that during this
Agreement and the two (2) year period immediately following the
termination of this Agreement (including any extensions hereof),
Consultant shall not (1) directly or indirectly induce or attempt to
induce any employee of Company which Consultant served during the term
of this Agreement; provided, however, that Consultant may offer, take
or receive any employment or services (on behalf of himself or on behalf
of another) to any customer, partner or joint venturer of which, without
any solicitation, inducement or direction by Consultant, has terminated
contractual or other business relationships with Company.
Dr. Guido Longo
Internet Multimedia, Inc.
Consulting Agreement
September 19, 2000
Page 8 of 8
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14. Miscellaneous.
This Agreement constitutes the entire understanding of the
parties concerning the subject matter hereof, and supersedes all prior
agreements and understandings, whether written, oral or otherwise,
between the parties, and may be altered or amended only in a writing
signed by both parties. Except as otherwise expressly provided herein,
no purported waiver by any party of any breach by the other party of
its obligations, representations, warranties, agreements or covenants
hereunder shall be effective unless made in a writing, and no failure
to pursue or elect any remedy with respect to any default under or
breach of any provisions of this Agreement shall be deemed to be a
waiver of any subsequent, similar or different default or breach.
Consultant hereby consents and agrees that the trial level Court,
County of Mecklenburg, State of North Carolina, is the exclusive forum
for litigation of any claim by Consultant arising under this
Agreement.
Consultant hereby irrevocably waives and relinquishes any right
to bring or cause to be brought a claim in any judicial or
administrative forum located outside of the State of North Carolina
of the United States of America.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the date first written above.
ATTEST: Internet Multimedia, Inc.
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By: /s/Tom Knowles
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(SEAL) its President
Dr. Guido Longo
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Consultant
/s/Dr. Guido Long
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Dr. Guido Longo