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Consulting Agreement

This is an actual contract by Amerivision Communications.

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Sectors: Telecommunications
Governing Law: Oklahoma, View Oklahoma State Laws
Effective Date: October 01, 2002
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Exhibit 10.21


This Consulting Agreement (the "Agreement") is entered into by and between AmeriVision Communications, Inc. and any current or future affiliates (the "Company"), and Task Force 3, L.L.C., (the "Consultant").


WHEREAS, the Company desires to have the assistance of the Consultant, principally Loni Woodley, an employee of the Consultant, to perform duties as defined below;

WHEREAS, the Consultant possesses considerable knowledge and expertise relating to the management of technology-oriented businesses, especially in the telecommunications field, The Company desires to avail itself of such knowledge and expertise by contracting the Consultant, and the Consultant desires to accept such engagement, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, the parties agree as follows: 1) Term of Agreement. This Agreement shall remain in effect until the date of termination ("Termination Date"), as defined by the termination requirements defined in Section 4 of this Agreement, or 21 months from the date of the effective date of the agreement, whichever is earlier

2) Consulting Services. During the term of this Agreement, the Consultant will act as an independent contractor for the Company on as-needed basis, to be determined at the sole discretion of the Company. In such capacity, the Consultant will perform such functions as the Company desires and communicates to the Consultant. The parties anticipate that the Consultant will act as the Chief Financial Officer of the Company. The parties anticipate that the contracting duties will include, but not be limited to:

? Responsibilities for accounting operations and personnel ? Responsibilities for financial reporting ? Responsibilities for implementation of budgeting and forecasting process ? Oversight and review of financial policies and procedures ? Responsibilities for financial institutional relationships

Both Parties agree that the Consultant will provide the Company with a minimum of 1,960 annualized work hours. The Consultant will complete those hours primarily during normal business hours of the Company. However, the Consultant will have sole discretion of the actual hours worked. From time to time, the Consultant may take time away from the normal business hours at the Consultant's sole discretion. 3) Consulting Fee and Expenses. The Company shall pay the Consultant a consulting fee of $6,350 every two weeks during the term of this Agreement. The Company also agrees to pay all business expenses incurred to enable the consultant to perform necessary activities on behalf of the Company. These expenses will included, but is not limited to, providing an adequate work area that facilitates the Consultant's ability to complete work assigned, cellular telephone, providing a computer and cable internet connectivity at the Consultant's office, all normal business related travel and entertainment expenses. The Consultant will be allowed to use a Company credit card to pay for these expenses. The Consultant is required to maintain appropriate records of all expenses, including but not limited to, a written log and detailed receipts. The Consultant will prepare a detail expense reimbursement form for all expenses not paid directly by the Company. The Company will reimburse all expenses not paid by the Company within fourteen (14) business days after receipt of the detail expense reimbursement form. The Company also agrees to pay for 50% of any consulting or attorney fees related to the preparation of this Agreement. 4) Termination of this Agreement. The Company does understand the commitment made by the Consultant for the term of this Agreement and agrees that any termination will cause harm to the Consultant. The Company also understands to induce the Consultant to enter into this Agreement these termination provisions are vital to this Agreement.

a) Notice of Termination. The Company agrees that it will provide the Consultant with a written notice of any termination of this Agreement forty-five (45) calendar days prior to the Termination Date. The Consultant agrees that it will provide the Company a written notice of any termination of this Agreement forty-five (45) days prior to the Termination Date. The Consultant may terminate this Agreement for any reason, at the sole discretion of the Consultant. The Company may terminate this Agreement for any reason, at the sole discretion of the Company. Any termination will remain subject to the terms of Section 4(c) Termination Fee below. The Company agrees to indemnify and hold harmless the Consultant for any and all injury or loss caused by this termination.

b) Involuntary Termination. The Company agrees if the Consultant (primarily Loni Woodley) is incapacitated or disabled by accident and/or sickness so as to render the Consultant mentally or physically incapable of performing the services required by
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