ENGAGEMENT AGREEMENT
THIS ENGAGEMENT AGREEMENT (the “Agreement”) is entered into effect as of 05/5/XX by
and between XXX LLC, a XXX corporation, having its
principal office at XXX (the “Company”), and
XXX, residing at [insert his physical address], with the phone number XXX and the e-mail, tpickettmusic@yahoo.com. (the “Consultant”).
WHEREAS, Consultant warrants and represents that he has the requisite qualifications,
knowledge and experience to render the Services to the Company in relation to the Company’s
show known as Payneful Profits on YouTube, LitTV Network, and all other entertainment platforms;
and
WHEREAS, Consultant is interested in providing the Services to Company and the Company,
pursuant to such foregoing warrants and representations, is interested in receiving the Services
from the Consultant, all subject to and in accordance with the terms set forth herein.
NOW THEREFORE, in consideration of the mutual premises, covenants and understandings
contained herein, the parties agree as follows:
1. Representations and Warranties. Consultant represents and warrants to the Company that:
(i) there are no contracts and/or restrictive covenants preventing full performance of his duties
and obligations under this Agreement; and (ii) she/he has the requisite qualifications,
knowledge and experience to perform the obligations under this Agreement.
2. The Engagement. Consultant shall provide the Company with the services set forth in the
document attached hereto as Exhibit A (the “Services”). The Services shall be provided by the
Consultant, in person throughout the entire period of this agreement. The nature and scope of
the Services may be updated and adjusted from time to time, upon a mutual written consent by
the parties.
3. Compensation. In consideration for his Services, the Company pay the Consultant $200.00 per
Payneful Profits episode produced and hosted by Company. In addition, the consultant will be
entitled to 30% of the net profits paid to the Company by YouTube for the said show. (For the
purposes of this agreement, Net profits refers to the profits after all bills, including marketing,
production costs, and all other cost associated with the show, are paid)
4. Independent Contractor; Taxes. The parties understand and agree that the Consultant is an
independent contractor and there are and shall not be employer-employee relationship between
the parties. The Consultant recognizes that she/he shall have sole responsibility to pay any
taxes related to the Consideration or to any other compensation he will receive from the
Company in consideration for the Services.
5. Duties of Consultant. The Consultant hereby affirms and undertakes that, during the hours of
providing the Services to the Company, he shall: (a) devote his time, know-how, energy,
expertise, talent, experience and best efforts, to the business and affairs of the Company and to
the performance of his duties with the Company within the framework of specific tasks
assigned to him from time to time, by mutual agreement between himself and the Company; (b)
perform and discharge well and faithfully, with devotion, honesty and fidelity, his obligations as
set forth herein; (c) comply with all of Company’s disciplinary regulations, work rules, policies,
procedures and objectives, as may be determined by Company from time to time, and as
notified to him by the Company; (d) immediately and without delay, inform MARIO PAYNE of
any affairs and/or matters that might constitute a conflict of interest with her/his position in the
Company; and (e) not use any trade secrets or proprietary information in such a manner that
may breach any confidentiality and/or other obligation the Consultant may have undertaken
relating to any former employer(s) and/or any third party.
6. Proprietary Information and Confidentiality.
6.1. Consultant is aware that in the course of his engagement with the Company and/or in
connection therewith, Consultant may have access to, and be entrusted with, technical,
proprietary, sales, legal, financial, and other data and information with respect to the affairs
and business of the Company, its affiliates, clients and suppliers, and including information
received by the Company from any third party subject to obligations of confidentiality
towards said third party, all of which data and information, whether documentary, written,
oral or computer generated, shall be deemed to be, and referred to as “Proprietary
Information”, which, by way of illustration but not limitation, shall include trade and
business secrets, processes, patents, improvements, ideas, inventions (whether reduced
to practice or not), techniques, products, and technologies (actual or planned), financial
statements, marketing plans, strategies, forecasts, client and/or supplier lists and/or
relations, research and development activities, formula, data, know-how, designs,
discoveries, models, computer hardware and software and any and all documentation
relating thereto, drawings, dealings and transactions, except for such information which, on
the date of disclosure, is, or thereafter becomes, available in the public domain or is
generally known in the industry through no fault on the part of the Consultant.
6.2. Consultant agrees and declares that all Proprietary Information, patents and/or patent
applications, copyrights and other intellectual property rights in connection therewith, are
and shall remain the sole property of the Company and its assigns. During the Term and
upon its expiration thereafter, Consultant shall keep in confidence and trust all Proprietary
Information, and any part thereof, and will not use or disclose and/or make available,
directly or indirectly, to any third party any Proprietary Information without the prior written
consent of the Company, except and to the extent as may be necessary in the ordinary
course of performing Consultant’s duties pertaining to the Company and except and to the
extent as may be required under any applicable law, regulation, judicial decision or
determination of any governmental entity.
6.3. Without derogating from the generality of the foregoing, the Consultant agrees: (a) not to
copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or
other use whatsoever of the Proprietary Information, or any part thereof, without the prior
written consent of Company, except as may be necessary in the performance of her/his
duties pertaining to the Company; (b) to exercise the highest degree of care in
safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure
and to take all reasonable steps necessary to ensure the maintaining of confidentiality; (c)
upon a request by the Company to do so, the Consultant shall immediately deliver to the
Company or destroy all Proprietary Information and any and all copies thereof, in whatever
form, that had been furnished to the Consultant, prepared thereby and/or came to her/his
possession in any manner whatsoever, during and in the course of her/his engagement
with the Company, and shall not retain and/or make copies thereof in whatever form.
6.4. Consultant acknowledges that any breach of his obligations pursuant to this Section 6
would cause the Company substantial damage for which the Company shall hold them
liable. The provisions of this Section 6 shall survive termination of this Agreement and
shall remain in full force and effect for a period of 3 years thereafter.
7. Non-Competition and Non-Solicitation. Consultant hereby covenants that throughout his
engagement with the Company and for a period of 12 months thereafter, he shall not: (a)
engage, directly or indirectly, whether independently or as an employee, consultant or
otherwise, through any corporate body and/or with or through others, in any activity, company,
corporation, partnership, joint venture and/or other entity of any sort, competing directly with
the actual and/or planned activities and/or products of the Company and its affiliates, as same
have existed and shall exist from time to time during the Consultant’s engagement with the
Company; and (b) whether on her/his own account and/or on behalf of others, in any way
solicit, interfere with and/or endeavor to entice away from the Company and/or any of its
affiliates, any person, firm or company with whom the Company and/or any of its affiliates shall
have any contractual and/or commercial relationship as an employee, consultant, licenser, joint
venture, supplier, customer, distributor, agent or contractor of whatsoever nature, existing or
under negotiation on or prior to the effective date of termination of Consultant’s engagement
with the Company.
8. Inventions. Consultant agrees to promptly and from time to time fully inform and disclose to
the Company all inventions, designs, improvements, discoveries, algorithms, code, executable
code, compilation and execution, configuration instructions and the like, which Consultant shall
have during his engagement with the Company, and which result directly from and are related
directly to the Services rendered by Consultant to the Company, or which derive from any
experimental work performed by the Company, whether conceived by Consultant alone or with
others (the “Inventions”). All Inventions, and any and all rights, interests and title therein, shall
be the exclusive property of the Company and Consultant shall not be entitled, and hereby
waive, now and/or in the future, any claim to any right, compensation and/or reward in
connection therewith. In the event that by operation of law, any Invention shall be deemed
Consultant’s, Consultant hereby assigns and shall in the future take all the requisite steps
(including by signing all appropriate documents) to assign to the Company and/or its designee
any and all of her/his foregoing rights, titles and interests in such Inventions, on a worldwide
basis, and hereby further acknowledges and shall in the future acknowledge the Company’s full
and exclusive ownership in all such Inventions. To the extent necessary, Consultant shall,
during his engagement with the Company or at any time thereafter, execute all documents and
take all steps necessary to effectuate the assignment to the Company and/or its designee
and/or to assist the Company to obtain the exclusive and absolute rights, title and interests in
and to all Inventions, whether by the registration of patent, trade mark, trade secret, copyright,
and/or any other applicable legal protection, and to protect same against infringement by any
third party. This provision shall apply with equal force and effect to all items that may be subject
to copyright or trademark protection. The provisions of this Section 8 shall survive termination
of this Agreement and shall remain in full force and effect at all times thereafter.
9. Term and Termination.
9.1. This Agreement shall be effective as of the date herein (the “Effective Date”) and shall
remain in full force and effect for one season of the Payneful Profits show by the Company
or until terminated by either party as provided in Sections 9.2-9.3 hereunder (the “Term”).
9.2. Either party may terminate this Agreement, for any reason, at the end of each quarter by
furnishing the other party with a notice of termination (the “Notice of Termination”) 30
days prior to such Notice of Termination having effect (the “Notice Period”). Unless the
Company has waived any and/or all of Consultant’s Services under this Agreement during
the Notice Period, or any part thereof, Consultant shall be obligated to continue to
discharge and perform all of her/his duties and obligations under this Agreement and to
take all steps, satisfactory to Company, to ensure the orderly transition to any persons or
entity designated by the Company of all matters handled by the Consultant during the
course of the provision of the Services.
9.3. Notwithstanding the foregoing to the contrary, the Company shall be entitled to terminate
this Agreement with immediate effect as a result of a breach by Consultant of any
provisions of Sections 5, 6, 7 and 8 of this Agreement and/or if the Consultant has been
convicted under a final judgment of a dishonorable criminal offense (the “Termination for
Cause”).
9.4. Upon termination of the Consultant’s Services, the Consultant affirms and undertakes to (i)
transfer his Services to his replacement, as shall be determined by Company, in an
efficient, complete, appropriate and orderly manner; and (ii) return to the Company’s
principal office all equipment or documentation, in any media which was given to him by
the Company in connection with his Services (collectively, the “Equipment”). Consultant
shall have no (and hereby waives any) rights of lien with respect to any asset or right
comprising the Equipment.
10. Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of
their respective successors, heirs, executors and administrators, as the case may be.
Consultant may not assign any of her/his rights or obligations hereunder without first obtaining
the Company’s written consent. The Company may assign its rights and obligations hereunder
to any person or entity that succeeds to all or substantially all of the Company’s business.
11. Dispute Resolution. The parties shall attempt to resolve any dispute arising out of or relating
to this contract through negotiations. If the matter is not resolved by negotiations within 10 days
of receipt of a written ‘invitation to negotiate’, the dispute shall be referred to Arbitration by any
party.
12. General. (a) Either party’s failure at any time to require strict compliance by the other party of
the provisions of this Agreement shall not diminish such party’s right thereafter to demand strict
compliance therewith or with any other provision. Waiver of any particular default shall not
waive any other default.
(b) All disputes with respect to this Agreement shall be determined in accordance with the laws
of the State of Florida. (c) In the event that any provision of this Agreement shall be deemed
unlawful or otherwise unenforceable, such provision shall be severed from this Agreement and
all other provisions of the Agreement shall continue in full force and effect. (d) This Agreement
contains and sets forth the entire agreement and understanding between the parties with
respect to the subject matter contained herein, and as such supersedes all prior discussions,
agreements, representations and understandings in this regard. This Agreement shall not be
modified except by an instrument in writing signed by both parties. (e) Provisions intended to
survive the termination of this Agreement, shall so survive. (f) Each notice and/or demand
given by one party to the other pursuant to this Agreement shall be given in writing and shall be
delivered by hand to the other party at the addresses set forth above. (g) This Agreement may
be executed in counterparts, which may be faxed counterparts, each of which when so
delivered shall be deemed an original, and together, an original instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the above-captioned date.
XXX LLC TERRANCE PICKETT
By: XXX Date: Date:
Exhibit A
Specification of
Services
The Consultant shall have the following responsibilities:
1. Co-host the show through the whole first season.
2. Help produce the show and create content for show episodes.
3. Consult for YouTube and google analytics to monitze the episodes and the show.
4. Give creative direction on the path of the show and assist with show growth.
5. Provide
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