{"id":42173,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-interactive-imaginations-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-interactive-imaginations-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/consulting-agreement-interactive-imaginations-inc-and.html","title":{"rendered":"Consulting Agreement &#8211; Interactive Imaginations Inc. and Neterprises Inc."},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\n\n          This Agreement (the 'Agreement'), dated as of January 1, 1998, is made\nby and between Interactive Imaginations, Inc., a New York corporation\n('Interactive'), and Neterprises, Inc., a Delaware corporation (the\n'Consultant').\n\n          WHEREAS, Interactive and the Consultant desire to enter into an\nagreement whereby the Consultant will provide certain management consulting\nservices for Interactive on the terms and conditions hereinafter set forth; and\n\n          WHEREAS, the Consultant is willing to provide such management\nconsulting services for Interactive.\n\n          NOW, THEREFORE, the parties hereto agree as follows:\n\n          1. Engagement. The Consultant hereby agrees to provide such management\nconsulting services for Interactive as may be reasonably requested by the Board\nof Directors of Interactive in connection with the identification and evaluation\nof potential strategic relationships and potential acquisition targets for\nInteractive.\n\n          2. Extent of Services. The Consultant agrees to perform such services\nto the best of its ability and in a diligent and conscientious manner and to\ndevote appropriate time, energies and skill to those duties called for hereunder\nduring the term of this Agreement and in connection with the performance of such\nduties to act in a manner consistent with the primary objective of maximizing\nthe profitability of Interactive. The Consultant agrees to devote such time as\nis reasonably required to fulfill his duties hereunder.\n\n          3. Term. The engagement of the Consultant hereunder by Interactive\nshall commence as of the date hereof and shall continue through December 31,\n1998, unless earlier terminated pursuant to Section 6 hereof.\n\n          4. Compensation.\n\n          (a) As compensation for the services contemplated herein and for\nperformance rendered by the Consultant of its duties and obligations hereunder,\nInteractive shall pay to the Consultant an aggregate fee equal to $150,000 (the\n'Consulting Fee'), earned and payable in 24 equal installments of $12,500 on the\n15th day and the last day of each calendar month during the Term set forth in\nSection 3. In addition to, and notwithstanding the foregoing, at the Effective\nTime contemplated by the Agreement and Plan of Merger, dated as of February 2,\n1998, among the Interactive, Petry Interactive, Inc. and Advercomm, Inc.,\nInteractive shall pay Consultant the sum of $180,000 (the 'Lump Sum Payment').\n\n\n                                       -1-\n\n\n\n\n          (b) Interactive's sole obligation shall be to pay to the Consultant\nthe amounts described in Section 4(a) of this Agreement, and the Consultant is\nnot and shall not be deemed an employee of Interactive for any purpose.\n\n          5. Reimbursement for Expenses. Interactive shall pay or reimburse the\nConsultant for all expenses reasonably incurred by it in furtherance of its\nduties hereunder including, without limitation, expenses for traveling, meals,\nhotel accommodations, telephone charges and the like, provided however, such\nexpenses (other than for telephone charges for calls to Interactive executives\nand advisors) shall have been authorized by Interactive prior to the date on\nwhich they are incurred by the Consultant, which authorization may be withheld\nby Interactive in its sole discretion. Interactive shall be under no obligation\nto pay or reimburse any expense of the Consultant which has not been authorized\nby Interactive in accordance with the terms of this Section 5. Interactive will\nmake reimbursement for authorized expenses within fourteen days of presentation\nby the Consultant from time to time of appropriate documentation evidencing such\nexpenditures.\n\n          6. Termination. This Agreement shall be terminated as follows:\n\n          (a) 30 days after written notice of termination is given by either\nparty at any time after June 15, 1998, provided however, that if Interactive\nshall terminate this Agreement pursuant to this Section 6(a) for any reason\nother than Consultant's material breach of this Agreement (having given prior\nnotice of, and reasonable opportunity for Consultant to cure, any such breach),\nInteractive shall pay to consultant in one lump sum an amount equal to that\nportion of the aggregate Consulting Fee which has not been paid to Consultant as\nof the effective date of such termination.\n\n          (b) On such date as is mutually agreed by the parties in writing.\n\n          (c) Upon expiration of the Term as set forth in Section 3.\n\n     Upon termination of this Agreement pursuant to this Section 6, except as\ncontemplated by Section 6(a) in the event Interactive terminates this Agreement\nin the absence of continuing material breach hereof by Consultant, Consultant\nshall be entitled to payment of only that portion of the Consulting Fee earned\nthrough the effective date of such termination and any portion of the Lump Sum\nPayment which has not be paid to Consultant as of the effective date of such\ntermination.\n\n          7. Confidential Information. The Consultant shall not, at any time\nduring or following expiration or termination of its engagement hereunder\n(regardless of the manner, reason, time or cause thereof) directly or indirectly\ndisclose or furnish to any person not entitled to receive the same for the\nimmediate benefit of Interactive any trade secrets or confidential information\nincluding, without limitation, information as to the business methods,\noperations and affairs of Interactive or its affiliates, the names, addresses or\nrequirements of any of its customers and suppliers, or the credit and other\nterms extended by and to Interactive. All such trade secrets and confidential\ninformation including, without limitation, information as to the names,\naddresses or requirements of any of Interactive's customers and suppliers, or\nthe credit and other terms extended\n\n\n                                       -2-\n\n\n\n\nby and to Interactive, acquired or compiled by Interactive or the Consultant\nduring the term of this Agreement shall be the exclusive property of\nInteractive.\n\n          8. Covenants. Consultant agrees to (a) faithfully and diligently do\nand perform the acts and duties required in connection with its engagement\nhereunder, and (b) not engage in any activity which is or likely is contrary to\nthe welfare, interest or benefit of the business now or hereafter conducted by\nInteractive.\n\n          9. Binding Effect. This Agreement will inure to the benefit of and\nshall be binding upon the parties hereto and their respective successors or\nassigns (whether resulting from any re organization, consolidation or merger of\neither of the parties or any assignment to a business to which all or\nsubstantially all of the assets of either party are sold).\n\n          10. Entire Agreement. This Agreement contains the entire agreement and\nunderstanding of the parties with respect to the subject matter hereof,\nsupersedes all prior agreements and understandings with respect thereto and\ncannot be modified, amended, waived or terminated, in whole or in part, except\nin writing signed by the party to be charged.\n\n          11. Construction. While the parties hereto believe that the terms\nhereof are fair, reasonable and enforceable in all respects, it is agreed that\nany provision of this Agreement which is held to be prohibited or unenforceable\nin any jurisdiction shall, as to such jurisdiction, be ineffective to the extent\nof such prohibition or unenforceability without invalidating the remaining\nprovisions hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render unenforceable such provision in any\nother jurisdiction. In addition to any other remedy which Interactive may have\nat law or in equity, Interactive shall be entitled to injunctive relief for a\nbreach of Sections 7 and 8 (b) of this Agreement by the Consultant.\n\n          12. Notices. All notices required to be given under the terms of this\nAgreement or which any of the parties desires to give hereunder shall be in\nwriting and personally delivered or sent by registered or certified mail, return\nreceipt requested, or sent by facsimile transmission, addressed as follows:\n\n\n                                       -3-\n\n\n\n\n               (a)     To the Consultant.  If to the Consultant addressed to:\n\n                       Neterprises, Inc.\n                       233 West 77th Street, #12F\n                       New York, New York 10024\n                       Attn: Michael P. Paolucci\n\n               (b)     To Interactive.  If to Interactive addressed to:\n\n                       Interactive Imaginations, Inc.\n                       915 Broadway, Suite 1608\n                       New York, New York 10010\n                       Attention:  Mr. David J. Moore\n                                   Chief Executive Officer\n                       Facsimile Transmission No.: (212) 995-2394\n\n          Any party may designate a change of address at any time by giving\nwritten notice thereof to the other parties.\n\n          13. Miscellaneous. This Agreement:\n\n               (a) shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and permitted assigns;\n\n               (b) may not (except as provided in Section 9 hereof) be assigned\nby either party hereto without the prior written consent of the other party (any\npurported assignment hereof in violation of this provision being null and void);\n\n               (c) may be executed in any number of counterparts, and by any\nparty on separate counterparts, each of which as so executed and delivered shall\nbe deemed an original but all of which together shall constitute one and the\nsame instrument, and it shall not be necessary in making proof of this Agreement\nas to any party hereto to produce or account for more than one such counterpart\nexecuted and delivered by such party;\n\n               (d) may be amended, modified or supplemented only by a written\ninstrument executed by all of the parties hereto;\n\n               (e) embodies the entire agreement and understanding of the\nparties hereto in respect of the transactions contemplated hereby and supersedes\nall prior agreements and understand ings among the parties with respect thereto;\nand\n\n               (f) shall be governed by and construed in accordance with the\nlaws of the State of New York without regard to the conflict of laws principles\nthereof.\n\n\n                                       -4-\n\n\n\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n                         INTERACTIVE IMAGINATIONS, INC.\n\n\n                         By: \/s\/ David J. Moore\n                             ---------------------------------------------------\n                             David J. Moore, Chief Executive Officer\n\n\n                         NETERPRISES, INC.\n\n\n                         By: \/s\/ Michael P. Paolucci\n                             ---------------------------------------------------\n                             Michael P. Paolucci, President\n\n\n                                       -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9613,9620],"class_list":["post-42173","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42173","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42173"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42173"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42173"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42173"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}