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Form Of Consulting Agreement

This is an actual contract by Alloy.
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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: January 01, 2003
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This Consulting Agreement ("Agreement") is entered into as of this day of _, 2003, by and between dELiA*s Corp. (the "Company") and Stephen I. Kahn ("Consultant").

WHEREAS, the parties hereto wish to provide a means through which the Company may utilize Consultant's services as an independent contractor.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for other valuable consideration the receipt and sufficiency of which are acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Independent Contractor Agreement . The Company hereby agrees to employ Consultant as a consultant to perform the tasks and duties which are set forth on the Description of Duties attached hereto as Exhibit A, together with such additional duties and tasks upon which the Company and Consultant may agree (the "Consulting Services"). During the Term, Consultant shall make himself available to perform the Consulting Services on an as needed basis, consistent with the Terms of Exhibit A hereto. The parties agree and intend that Consultant shall be an independent contractor. Consultant shall perform the Consulting Services by telephone or at any location agreed to by Consultant in his reasonable and good faith judgment.

2. Term . The term of this Agreement shall commence at the Effective Time of the Acquisition Agreement by and among Alloy, Inc., Dodger Acquisition Corp., and the Company, dated as of , 2003 (the "Effective Date") and continue for the period set forth on Exhibit A, except as hereinafter provided (the "Term"). The Term may be further extended by mutual written agreement.

3. Consulting Fee . During the Term of this Agreement, the Company shall pay Consultant the consulting fee set forth on Exhibit A (the "Fee"). No withholding shall be deducted from the Fee other than such amounts as may be necessary to reimburse the Company for personal expenses of Consultant charged to corporate credit cards or otherwise billed to the Company. The Company will reimburse Consultant for reasonable expenses incurred by Consultant in his performance of the Consulting Services; provided that Consultant received the prior written approval of the Chief Executive Officer of the Company before incurred. The Company will not contribute to Social Security, Worker's Compensation, Unemployment Compensation or other similar employee funds and benefits on behalf of Consultant. Consultant agrees to indemnify and hold harmless the Company for failure to so withhold or make such payments.

4. No Other Benefits . Consultant shall not be entitled to participate in any of the employee benefit plans of, or otherwise obtain any employee benefits from, the Company.

5. Termination . The Term of this Agreement may be terminated under the following circumstances:

(i) Death . The Term shall terminate immediately upon Consultant's death;

(ii) By Consultant . Consultant may terminate the Term upon thirty (30) days' prior written notice to the Company; or

(iii) By Company Without Cause . The Company may terminate the Term at any time; provided, however, that the Company shall be required to pay Consultant the balance of the compensation set forth on Exhibit A for the remainder of the Term.

6. Proprietary Rights . Consultant acknowledges that Consultant has been hired for the purpose of inventing, creating and maintaining confidential and/or proprietary materials for the Company. Consultant agrees that all such materials developed or conceived by Consultant and/or documented by Consultant during Consultant's retention by the Company pursuant to this Agreement, as well as all modifications and improvements and all other designs, discoveries and inventions developed or conceived by Consultant and/or documented by Consultant during Consultant's retention by the Company pursuant to this Agreement, shall, to the extent related to the current or potential business or operations of the Company, be deemed works made-for-hire for the Company within the meaning of the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction and accordingly, the Company shall be the sole and exclusive owner for all purposes for the distribution, exhibition, advertising and exploitation of such materials or any part of them in all media and by all means now known or which may hereafter be devised, throughout the universe in perpetuity. Consultant agrees that in furtherance of the foregoing, Consultant shall disclose, deliver and assign to the Company all such materials, modifications and improvements and all other designs, discoveries and inventions and shall execute all such documents, including patent and copyright applic
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