EXHIBIT 10.21
REPLAY NETWORKS, INC.
CONSULTING AGREEMENT
--------------------
This Consulting Agreement (the "Agreement") is entered into by and
---------
between Replay Networks, Inc. (the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇ ("Consultant").
------- ----------
1. Consulting Relationship. During the term of this agreement,
-----------------------
Consultant will provide consulting services (the "Services") to the Company as
--------
described on Exhibit A attached to this Agreement. Consultant shall use
---------
Consultant's best efforts to perform the Services in a manner satisfactory to
the Company.
2. Fees; Support. As consideration for the Services to be provided
-------------
by Consultant and other obligations, the Company will compensate Consultant as
described in Exhibit B to this Agreement. As additional consideration for the
---------
Services, the Company will provide Consultant with such support facilities and
space as may be required in the Company's judgment to enable Consultant to
properly perform the Services.
3. Expenses. Consultant shall not be authorized to incur on behalf
--------
of the Company any expenses without the prior consent of the Company's CEO. As
a condition to receipt of reimbursement, Consultant shall be required to submit
to the Company reasonable evidence that the amount involved was expended and
related to Services provided under this Agreement.
4. Term and Termination. Consultant shall serve as a consultant to
--------------------
the Company for a period commencing on March 1, 1999, and terminating on June
30, 1999 OR the earlier of the date on which Consultant ceases to provide
services to the Company under this Agreement. Either party may terminate this
Agreement at any time upon ten (10) days' written notice.
5. Independent Contractor. Consultant's relationship with the
----------------------
Company will be that of an independent contractor and not that of an employee.
Consultant will not be eligible for any employee benefits, nor will the Company
make deductions from payments made to Consultant for taxes, all of which will be
Consultant's responsibility. Consultant agrees to indemnify and hold the
Company harmless from any liability for, or assessment of, any such taxes
imposed on the Company by relevant taxing authorities. Consultant will have no
authority to enter into contracts that bind the Company or create obligations on
the part of the Company without the prior written authorization of the Company.
6. Supervision of Consultant's Services. All services to be
------------------------------------
performed by Consultant, including but not limited to the Services, will be as
agreed between Consultant and the Company's CEO. Consultant will be required to
report to the CEO concerning the Services performed under this Agreement. The
nature and frequency of these reports will be left to the discretion of the CEO.
7. Consulting or Other Services for Competitors. Consultant
--------------------------------------------
represents and warrants that Consultant will not, during the term of this
Agreement, perform any consulting or
other services for any company, person or entity whose business or proposed
business in any way involves products or services which could reasonably be
determined to be competitive with the products or services or proposed products
or services of the Company.
8. Confidentiality Agreement. Consultant shall sign, or has signed,
-------------------------
a Confidential Information and Invention Assignment Agreement substantially in
the form attached to this Agreement as Exhibit C (the "Confidentiality
--------- ---------------
Agreement"), prior to or on the date on which Consultant's consulting
---------
relationship with the Company commences. In the event that Consultant is an
entity or otherwise will be causing individuals in its employ or under its
supervision to participate in the rendering of the Services, Consultant warrants
that it shall cause each of such individuals to execute a Confidentiality
Agreement in the form attached as Exhibit C.
---------
9. Conflicts with this Agreement. Consultant represents and warrants
-----------------------------
that neither Consultant nor any of Consultant's partners, employees or agents is
under any pre-existing obligation in conflict or in any way inconsistent with
the provisions of this Agreement. Consultant warrants that Consultant has the
right to disclose or use all ideas, processes, techniques and other information,
if any, which Consultant has gained from third parties, and which Consultant
discloses to the Company in the course of performance of this Agreement, without
liability to such third parties. Consultant represents and warrants that
Consultant has not granted any rights or licenses to any intellectual property
or technology that would conflict with Consultant's obligations under this
Agreement. Consultant will not knowingly infringe upon any copyright, patent,
trade secret or other property right of any former client, employer or third
party in the performance of the services required by this Agreement.
10. Miscellaneous.
-------------
(a) Amendments and Waivers. Any term of this Agreement may be
----------------------
amended or waived only with the written consent of the parties.
(b) Sole Agreement. This Agreement, including the Exhibits
--------------
hereto, constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
(c) Notices. Any notice required or permitted by this Agreement
-------
shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice.
(d) Choice of Law. The validity, interpretation, construction
-------------
and performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
(e) Severability. If one or more provisions of this Agreement
------------
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith.
-2-
In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from
this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.
(f) Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
(g) Arbitration. Any dispute or claim arising out of or in
-----------
connection with any provision of this Agreement, excluding Section 7 hereof,
will be finally settled by binding arbitration in Mountain View, California in
accordance with the rules of the American Arbitration Association by one
arbitrator appointed in accordance with said rules. The arbitrator shall apply
California law, without reference to rules of conflicts of law or rules of
statutory arbitration, to the resolution of any dispute. Judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this paragraph, without breach of this
arbitration provision. This Section 10(g) shall not apply to the
Confidentiality Agreement.
(h) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN
-----------------
EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE
OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Signature Page Follows]
-3-
The parties have executed this Agreement on the respective dates set
forth below.
REPLAY NETWORKS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
Title: CEO
-----------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Date:______________________________
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Signature
Address:___________________________
Date:______________________________
EXHIBIT A
---------
DESCRIPTION OF CONSULTING SERVICES
----------------------------------
Description of Services Schedule/Deadline
----------------------- -----------------
Advisory services for sales, marketing and n/a
business development activities (approx 2
days per week)
EXHIBIT B
---------
EXHIBIT B
COMPENSATION
------------
Check applicable payment terms:
[_] For Services rendered by Consultant under this Agreement, the Company shall
pay Consultant at the rate of $______ per hour, payable monthly within
thirty (30) days following receipt of Consultant's invoice for the work
done during the prior month. Unless otherwise agreed upon in writing by
Company, Company's maximum liability for all Services performed during the
term of this Agreement shall not exceed $____________.
[_] Consultant shall be paid $_________ per month, payable in arrears on the
___ day of each month following the end of the month in which the Services
are rendered. Consultant shall provide Services of at least ___ hours per
week. Unless otherwise agreed upon in writing by Company, Company's
maximum liability for all Services performed during the term of this
Agreement shall not exceed $____________.
[_] Consultant shall be paid $____________ upon the execution of this Agreement
and $____________ upon completion of the Services specified on Exhibit A to
---------
this Agreement.
[_] Consultant will be granted a non-qualified option to purchase _________
shares of the Company's Common Stock, at an exercise price equal to the
fair market value (as determined by the Company's Board of Directors) on
the date of grant (currently estimated to be $ _____ per share). This
option will vest and become exercisable as follows:
___________________________________________________________________________
[_] Consultant is authorized to incur the following expenses:
___________________________________________________________________________
[X] Other:
Consultant will be granted 4,840 shares of Replay common stock for each
month of services performed.
REPLAY NETWORKS, INC.
CONSULTING AGREEMENT
--------------------
This Consulting Agreement (the "Agreement") is entered into by and
---------
between Replay Networks, Inc. (the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇ ("Consultant").
------- ----------
1. Consulting Relationship. During the term of this agreement,
-----------------------
Consultant will provide consulting services (the "Services") to the Company as
--------
described on Exhibit A attached to this Agreement. Consultant shall use
---------
Consultant's best efforts to perform the Services in a manner satisfactory to
the Company.
2. Fees; Support. As consideration for the Services to be provided
-------------
by Consultant and other obligations, the Company will compensate Consultant as
described in Exhibit B to this Agreement. As additional consideration for the
---------
Services, the Company will provide Consultant with such support facilities and
space as may be required in the Company's judgment to enable Consultant to
properly perform the Services.
3. Expenses. Consultant shall not be authorized to incur on behalf
--------
of the Company any expenses without the prior consent of the Company's CEO. As a
condition to receipt of reimbursement, Consultant shall be required to submit to
the Company reasonable evidence that the amount involved was expended and
related to Services provided under this Agreement.
4. Term and Termination. Consultant shall serve as a consultant to
--------------------
the Company for a period commencing on July 1, 1999, and terminating on
September 30, 1999 OR the earlier of the date on which Consultant ceases to
provide services to the Company under this Agreement. Either party may terminate
this Agreement at any time upon ten (10) days' written notice.
5. Independent Contractor. Consultant's relationship with the
----------------------
Company will be that of an independent contractor and not that of an employee.
Consultant will not be eligible for any employee benefits, nor will the Company
make deductions from payments made to Consultant for taxes, all of which will be
Consultant's responsibility. Consultant agrees to indemnify and hold the Company
harmless from any liability for, or assessment of, any such taxes imposed on the
Company by relevant taxing authorities. Consultant will have no authority to
enter into contracts that bind the Company or create obligations on the part of
the Company without the prior written authorization of the Company.
6. Supervision of Consultant's Services. All services to be
------------------------------------
performed by Consultant, including but not limited to the Services, will be as
agreed between Consultant and the Company's CEO. Consultant will be required to
report to the CEO concerning the Services performed under this Agreement. The
nature and frequency of these reports will be left to the discretion of the CEO.
7. Consulting or Other Services for Competitors. Consultant
--------------------------------------------
represents and warrants that Consultant will not, during the term of this
Agreement, perform any consulting or other services for any company, person or
entity whose business or proposed business in any way involves products or
services which could reasonably be determined to be competitive with the
products or services or proposed products or services of the Company.
8. Confidentiality Agreement. Consultant shall sign, or has signed,
-------------------------
a Confidential Information and Invention Assignment Agreement substantially in
the form attached to this Agreement as Exhibit C (the "Confidentiality
--------- ---------------
Agreement"), prior to or on the date on which Consultant's consulting
---------
relationship with the Company commences. In the event that Consultant is an
entity or otherwise will be causing individuals in its employ or under its
supervision to participate in the rendering of the Services, Consultant warrants
that it shall cause each of such individuals to execute a Confidentiality
Agreement in the form attached as Exhibit C.
---------
9. Conflicts with this Agreement. Consultant represents and warrants
-----------------------------
that neither Consultant nor any of Consultant's partners, employees or agents is
under any pre-existing obligation in conflict or in any way inconsistent with
the provisions of this Agreement. Consultant warrants that Consultant has the
right to disclose or use all ideas, processes, techniques and other information,
if any, which Consultant has gained from third parties, and which Consultant
discloses to the Company in the course of performance of this Agreement, without
liability to such third parties. Consultant represents and warrants that
Consultant has not granted any rights or licenses to any intellectual property
or technology that would conflict with Consultant's obligations under this
Agreement. Consultant will not knowingly infringe upon any copyright, patent,
trade secret or other property right of any former client, employer or third
party in the performance of the services required by this Agreement.
10. Miscellaneous.
-------------
(a) Amendments and Waivers. Any term of this Agreement may be
----------------------
amended or waived only with the written consent of the parties.
(b) Sole Agreement. This Agreement, including the Exhibits
--------------
hereto, constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
(c) Notices. Any notice required or permitted by this Agreement
-------
shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice.
(d) Choice of Law. The validity, interpretation, construction
-------------
and performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
-2-
(e) Severability. If one or more provisions of this Agreement are
------------
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
(f) Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
(g) Arbitration. Any dispute or claim arising out of or in connection
-----------
with any provision of this Agreement, excluding Section 7 hereof, will be
finally settled by binding arbitration in Mountain View, California in
accordance with the rules of the American Arbitration Association by one
arbitrator appointed in accordance with said rules. The arbitrator shall apply
California law, without reference to rules of conflicts of law or rules of
statutory arbitration, to the resolution of any dispute. Judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this paragraph, without breach of this
arbitration provision. This Section 10(g) shall not apply to the Confidentiality
Agreement.
(h) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING
-----------------
THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Signature Page Follows]
-3-
The parties have executed this Agreement on the respective dates set forth
below.
REPLAY NETWORKS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------
Title: CEO
-------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Date: 7/20/99
--------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Signature
Address: ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Date: 7/23/99
--------------------------
EXHIBIT A
---------
DESCRIPTION OF CONSULTING SERVICES
----------------------------------
Description of Services Schedule/Deadline
----------------------- -----------------
Advisory services for sales, marketing and n/a
business development activities (approx 2
days per week)
EXHIBIT B
---------
EXHIBIT B
COMPENSATION
------------
Check applicable payment terms:
[_] For Services rendered by Consultant under this Agreement, the Company shall
pay Consultant at the rate of $______ per hour, payable monthly within
thirty (30) days following receipt of Consultant's invoice for the work
done during the prior month. Unless otherwise agreed upon in writing by
Company, Company's maximum liability for all Services performed during the
term of this Agreement shall not exceed $____________.
[X] Consultant shall be paid $7,500 per month, payable in arrears on the 30th
day of each month following the end of the month in which the Services are
rendered. Consultant shall provide Services of at least 16 hours per week.
Unless otherwise agreed upon in writing by Company, Company's maximum
liability for all Services performed during the term of this Agreement
shall not exceed $22,500.
[_] Consultant shall be paid $____________ upon the execution of this Agreement
and $____________ upon completion of the Services specified on Exhibit A
---------
to this Agreement.
[_] Consultant will be granted a non-qualified option to purchase _________
shares of the Company's Common Stock, at an exercise price equal to the
fair market value (as determined by the Company's Board of Directors) on
the date of grant (currently estimated to be $ _____ per share). This
option will vest and become exercisable as follows:
------------------------------------------------------------------------------
[_] Consultant is authorized to incur the following expenses:
------------------------------------------------------------------------------
[_] Other:
EXHIBIT C
---------
CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT
------------------------------
(omitted)
REPLAY NETWORKS, INC.
CONSULTING AGREEMENT
--------------------
This Consulting Agreement (the "Agreement") is entered into by and
---------
between Replay Networks, Inc. (the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇ ("Consultant").
------- ----------
1. Consulting Relationship. During the term of this agreement,
-----------------------
Consultant will provide consulting services (the "Services") to the Company as
--------
described on Exhibit A attached to this Agreement. Consultant shall use
---------
Consultant's best efforts to perform the Services in a manner satisfactory to
the Company.
2. Fees; Support. As consideration for the Services to be provided
-------------
by Consultant and other obligations, the Company will compensate Consultant as
described in Exhibit B to this Agreement. As additional consideration for the
---------
Services, the Company will provide Consultant with such support facilities and
space as may be required in the Company's judgment to enable Consultant to
properly perform the Services.
3. Expenses. Consultant shall not be authorized to incur on behalf
--------
of the Company any expenses without the prior consent of the Company's CEO. As
a condition to receipt of reimbursement, Consultant shall be required to submit
to the Company reasonable evidence that the amount involved was expended and
related to Services provided under this Agreement.
4. Term and Termination. Consultant shall serve as a consultant to
--------------------
the Company for a period commencing on October 1, 1999, and terminating on March
31, 2000 OR the earlier of the date on which Consultant ceases to provide
services to the Company under this Agreement. Either party may terminate this
Agreement at any time upon ten (10) days' written notice.
5. Independent Contractor. Consultant's relationship with the
----------------------
Company will be that of an independent contractor and not that of an employee.
Consultant will not be eligible for any employee benefits, nor will the Company
make deductions from payments made to Consultant for taxes, all of which will be
Consultant's responsibility. Consultant agrees to indemnify and hold the Company
harmless from any liability for, or assessment of, any such taxes imposed on the
Company by relevant taxing authorities. Consultant will have no authority to
enter into contracts that bind the Company or create obligations on the part of
the Company without the prior written authorization of the Company.
6. Supervision of Consultant's Services. All services to be
------------------------------------
performed by Consultant, including but not limited to the Services, will be as
agreed between Consultant and the Company's CEO. Consultant will be required to
report to the CEO concerning the Services performed under this Agreement. The
nature and frequency of these reports will be left to the discretion of the CEO.
7. Consulting or Other Services for Competitors. Consultant
--------------------------------------------
represents and warrants that Consultant will not, during the term of this
Agreement, perform any consulting or other services for any company, person or
entity whose business or proposed business in any way involves products or
services which could reasonably be determined to be competitive with the
products or services or proposed products or services of the Company.
8. Confidentiality Agreement. Consultant shall sign, or has signed,
-------------------------
a Confidential Information and Invention Assignment Agreement substantially in
the form attached to this Agreement as Exhibit C (the "Confidentiality
--------- ---------------
Agreement"), prior to or on the date on which Consultant's consulting
---------
relationship with the Company commences. In the event that Consultant is an
entity or otherwise will be causing individuals in its employ or under its
supervision to participate in the rendering of the Services, Consultant warrants
that it shall cause each of such individuals to execute a Confidentiality
Agreement in the form attached as Exhibit C.
---------
9. Conflicts with this Agreement. Consultant represents and warrants
-----------------------------
that neither Consultant nor any of Consultant's partners, employees or agents is
under any pre-existing obligation in conflict or in any way inconsistent with
the provisions of this Agreement. Consultant warrants that Consultant has the
right to disclose or use all ideas, processes, techniques and other information,
if any, which Consultant has gained from third parties, and which Consultant
discloses to the Company in the course of performance of this Agreement, without
liability to such third parties. Consultant represents and warrants that
Consultant has not granted any rights or licenses to any intellectual property
or technology that would conflict with Consultant's obligations under this
Agreement. Consultant will not knowingly infringe upon any copyright, patent,
trade secret or other property right of any former client, employer or third
party in the performance of the services required by this Agreement.
10. Miscellaneous.
-------------
(a) Amendments and Waivers. Any term of this Agreement may be
----------------------
amended or waived only with the written consent of the parties.
(b) Sole Agreement. This Agreement, including the Exhibits
--------------
hereto, constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
(c) Notices. Any notice required or permitted by this Agreement
-------
shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice.
(d) Choice of Law. The validity, interpretation, construction
-------------
and performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
-2-
(e) Severability. If one or more provisions of this Agreement are
------------
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
(f) Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
(g) Arbitration. Any dispute or claim arising out of or in
-----------
connection with any provision of this Agreement, excluding Section 7 hereof,
will be finally settled by binding arbitration in Mountain View, California in
accordance with the rules of the American Arbitration Association by one
arbitrator appointed in accordance with said rules. The arbitrator shall apply
California law, without reference to rules of conflicts of law or rules of
statutory arbitration, to the resolution of any dispute. Judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this paragraph, without breach of this
arbitration provision. This Section 10(g) shall not apply to the Confidentiality
Agreement.
(h) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING
-----------------
THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Signature Page Follows]
-3-
The parties have executed this Agreement on the respective dates set
forth below.
REPLAY NETWORKS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Chairman, CEO
------------------------------
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Date:_______________________________
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Signature
Address: ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Date: 12/9/99
--------------------------------
SIGNATURE PAGE TO ((COMPANYNAME)) CONSULTING AGREEMENT
EXHIBIT A
---------
DESCRIPTION OF CONSULTING SERVICES
----------------------------------
Description of Services Schedule/Deadline
----------------------- -----------------
Advisory services for business development n/a
activities
Search for permanent VP Business Development n/a
candidate
EXHIBIT B
---------
EXHIBIT B
COMPENSATION
------------
Check applicable payment terms:
[ ] For Services rendered by Consultant under this Agreement, the Company shall
pay Consultant at the rate of $______ per hour, payable monthly within
thirty (30) days following receipt of Consultant's invoice for the work
done during the prior month. Unless otherwise agreed upon in writing by
Company, Company's maximum liability for all Services performed during the
term of this Agreement shall not exceed $____________.
[X] Beginning November 1, 1999 consultant shall be paid $20,833 per month,
payable in arrears on the 15/th/ day of each month following the end of the
month in which the Services are rendered. Consultant will be paid $7,500
for services rendered during the month of October 1999. Consultant shall
provide Services of at least 40 hours per week. Unless otherwise agreed
upon in writing by Company, Company's maximum liability for all Services
performed during the term of this Agreement shall not exceed $111,665.
[ ] Consultant shall be paid $____________ upon the execution of this Agreement
and $____________ upon completion of the Services specified on Exhibit A to
---------
this Agreement.
[ ] Consultant will be granted a non-qualified option to purchase _________
shares of the Company's Common Stock, at an exercise price equal to the
fair market value (as determined by the Company's Board of Directors) on
the date of grant (currently estimated to be $ _____ per share). This
option will vest and become exercisable as follows:
________________________________________________________________________________
[ ] Consultant is authorized to incur the following expenses:
________________________________________________________________________________
EXHIBIT C
---------
CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT
------------------------------
(omitted)