CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "AGREEMENT"), is entered into as of the _____ day of July, 2000, by and between FUSION NETWORKS, INC., a
Delaware corporation (the "COMPANY"), and BIG DOG VENTURES, INC. (the "CONSULTANT").
W I T N E S S E T H:
WHEREAS, the COMPANY is a provider of Internet portal technology, applications and content designed to enable corporate customers to develop effective Spanish, English and Portuguese-related Internet strategies;
WHEREAS, the CONSULTANT has extensive contacts with cultural, service and municipal groups ("Potential Clients");
WHEREAS, the COMPANY and the CONSULTANT desire to enter into an independent consultant relationship pursuant to which CONSULTANT will render valuable services (the "Services") to the COMPANY in connection with the introduction of the COMPANY to Potential Clients for the purpose of licensing co-branded Internet portals; and
WHEREAS, this AGREEMENT governs the relationship between the parties from and after the date hereof, and supersedes all previous agreements between them, either written or oral, heretofore made.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and promises hereinafter set forth, the parties hereto hereby agree as follows:
AGREEMENT
ARTICLE I
CONSULTING SERVICES
Section 1.1. Nature of Services. CONSULTANT shall assist the COMPANY by providing marketing Services with the Marketing Territory defined in Section 1.3 below. CONSULTANT shall introduce the COMPANY to Potential Clients with the objective of securing licenses to develop and operate Internet portals ("Portals") within the Marketing Territory.
Section 1.2 Independent Contractor Relationship. The COMPANY and the CONSULTANT acknowledge that the relationship between and among themselves is that of an "independent contractor". As such, neither party shall assert that the CONSULTANT is an employee of the COMPANY, and each party affirms that none of the benefits or obligations associated with an employer/employee relationship exists. Further, the CONSULTANT shall have no authority to bind the COMPANY to any contract and shall not hold itself out as having such capacity.
Section 1.3 Marketing Territory. The "Marketing Territory" shall be the Tri-County region known as South Florida, which encompasses Miami-Dade, Broward and Palm Beach Counties. Contractor shall have the right of first refusal to any development in this region.
ARTICLE II
FEES
Section 2.1. Portal Fees. COMPANY shall pay CONSULTANT $25,000 for each Portal licensed by the COMPANY by a Potential Client introduced by the CONSULTANT (the "Portal Fee"). Portal Fees shall be payable on the last business day of each calendar month in which a definitive licensing agreement(s) is executed relative to a Portal (the "Payment Date") and shall be payable in shares of common stock of the COMPANY based on the closing price of the common stock on the Payment Date. Shares of common stock issuable as payment of the Portal Fee shall be delivered within five (5) business days after each Payment Date. Unless a registration statement is then in effect with respect to said shares, certificates evidencing shares issued in payment of the Portal Fee shall bear a legend indicating that such shares may not be resold except pursuant to, and in compliance with, an applicable exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act").
Section 2.2. Stock Option. COMPANY shall grant to CONSULTANT, on the date hereof, a non-qualified stock option (the "Option") exercisable for a period of five years to purchase 25,000 shares of common stock of the COMPANY at the closing price of the COMPANY's common stock on the date hereof. The Option shall survive termination of this Agreement.
Section 2.3. Additional Fees. If, in the course of delivering Services hereunder, parties introduced to the COMPANY by the CONSULTANT provide funding to the COMPANY, the COMPANY shall pay to the CONSULTANT a fee(s) (the "Additional Fee") in an amount not to exceed ten percent (10%) of the funding so provided, or such other amount as the parties hereto may negotiate from time to time.
Section 2.4. Expense Reimbursement. COMPANY shall reimburse CONSULTANT for all reasonable expenses related to the performance of Services provided that the COMPANY shall have approved such expenses in advance in writing. CONSULTANT shall provide a written accounting and explanation of all expenses for which reimbursement is sought on a monthly basis and the COMPANY shall reimburse all such expenses within thirty (30) days following receipt of each written accounting and supporting documentation.
ARTICLE III
TERM
The term of this Agreement shall commence on the date hereof and shall run for two years thereafter (the "Term"). The COMPANY may terminate this Agreement without cause at any time by giving ninety (90) days advance notice in writing.
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ARTICLE IV
REPRESENTATIONS OF THE COMPANY
The COMPANY represents to CONSULTANT that:
(i) The COMPANY is duly authorized to enter into this Agreement and to carry out the terms set out herein and that execution of this Agreement and carrying out of the terms hereof will not breach any provision of the articles of incorporation or bylaws of the COMPANY or any contracts to which the COMPANY is a party.
(ii) The execution of this Agreement will create a valid and binding obligation on the part of the COMPANY enforceable in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, moratorium or similar laws.
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