Exhibit 10.34
CONSULTING AGREEMENT
--------------------
This Agreement is made between JUNUM, INCORPORATED (Client), with a principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇ (Consultant).
This Agreement will become effective on August 1, 2001
Client is in need of services that Consultant agrees to provide.
NOW THEREFORE, the parties hereto, intending to be legally bound in
consideration of the mutual covenants and agreements set forth herein, hereby
agree as follows:
SERVICES TO BE PERFORMED
Consultant agrees to perform the following services:
o MARKETING SERVICES FOR BUSINESS PRODUCT CHANNEL DEVELOPMENT
o MARKETING SERVICES FOR EXPANDING JUNUM'S CURRENT CONSUMER
PRODUCT CHANNEL DEVELOPMENT
PAYMENT
In consideration for the services to be performed by Consultant, Client agrees
to pay Consultant at the rate of $125 per hour according to the terms of payment
set out below.
CLIENT'S MAXIMUM LIABILITY
Unless otherwise agreed in writing, Client's maximum liability for all services
performed during the term of this Agreement shall not exceed $25,000.
TERMS OF PAYMENT
Upon completing Consultant's services under this Agreement, Consultant shall
submit an invoice. Client shall pay Consultant the compensation described within
5 business days after receiving Consultant's invoice.
For Consulting work performed for the Consumer Product, Rule 144 restricted
stock will be issued to the consultant based on the closing price of JUNM stock
on the day the stock is issued to Consultant.
Consultant shall submit an invoice to Client for work performed. Said invoice
should include: an invoice number, the dates covered by the invoice and a
summary of the work performed. Client shall pay Consultant's fee with restricted
stock within 5 business days.
Upon completion of Consulting work performed for the Business Product,
Consultant shall be paid with either a check or S-8 stock. The value of the
stock will be based on the closing price of the day the stock is issued to
Consultant.
INDEPENDENT CONTRACTOR STATUS
Consultant is not Client's employee. Consultant is an independent contractor.
Consultant's employees or contract personnel are not Client's employees. In
further demonstration of Consultant's independent contractor status, and to
elaborate on the relationship between Consultant and Client, which is consistent
with an independent contractor relationship, Consultant and Client agree to the
following rights:
Page 1 of 6
Confidential
* Consultant has the right to perform services for others during the term of
this Agreement.
* Consultant has the right to hire assistants as subcontractors.
* Client shall not hire, supervise or pay any assistants to help Consultant; the
Consultant or Consultant's employees or contract personnel shall perform the
services required by this Agreement.
* Neither Consultant nor Consultant's employees or contract personnel shall
receive any training from Client in the skills necessary to perform the services
required by this Agreement.
* Consultant has the sole right to control, supervise and direct the method,
means, and manner by which the services required by this Agreement will be
performed.
* Consultant has the right to perform the services required by this Agreement at
any place, location or time.
* All equipment and materials used to provide the services required by this
Agreement shall be furnished or provided by Consultant.
* Client shall not require Consultant or Consultant's employees or contract
personnel to devote full time to performing the services required by this
Agreement.
STATE AND FEDERAL TAXES
Consultant shall pay all taxes incurred while performing services under this
Agreement--including all applicable income taxes and, in the event Consultant is
not a corporation, self-employment (Social Security) taxes. Upon demand,
Consultant shall provide Client with proof that such payments have been made.
Under no circumstances will Client:
* withhold FICA (Social Security and Medicare taxes) from Consultant's payments
or make FICA payments on Consultant's behalf
* make state or federal unemployment compensation contributions on Consultant's
behalf, or
* withhold state or federal income tax from Consultant's payments.
EXPENSES
Consultant shall be responsible for all expenses incurred while performing
services under this Agreement. Expenses include but are not limited to insurance
premiums; license fees and all expenses incurred with respect to license fees;
meals; entertainment; memberships and dues; automobile and other travel
expenses; and all salary, expenses and other compensation paid to employees or
contract personnel the Consultant hires to complete the work under this
Agreement.
DEFINITIONS
"INVENTION" means inventions, discoveries, concepts, and ideas, whether
patentable or not, including, but not limited to, processes, methods, formulas,
techniques, business programs, products, applications, systems, components,
technologies and business topics as well as improvements thereof or know-how
related thereto, concerning any present or prospective activities of the Client
with which the Consultant becomes acquainted as a result of this agreement,
whether or not disclosed by Client.
Page 2 of 6
Confidential
"CONFIDENTIAL INFORMATION" as used throughout this Agreement means any and all
trade secrets and any and all data or information not generally known outside of
the Client whether prepared or developed by or for the Client or received by the
Client from any outside source. Without limiting the scope of this definition,
Confidential Information includes: any customer files, customer lists, any
business, marketing, financial or sales record, data, plan, or survey; and any
other record or information relating to the present or future business, product,
or service of the Client whether it is written, oral, audio tapes, video tapes,
computer discs, machines, prototypes, designs, specifications, articles of
manufacture, drawings, human or machine readable documents.. All Confidential
Information and copies thereof are the sole property of the Client.
Confidential Information shall not include any of the following:
such information in the public domain at the time of the disclosure, or
subsequently comes within the public domain without fault of the Consultant;
such information which was in the possession of Consultant at the time of
disclosure that may be demonstrated by business records of Consultant and was
not acquired, directly or indirectly, from Client; or
such information which Consultant acquired after the time of disclosure from a
third party who did not require Consultant to hold the same in confidence and
who did not acquire such technical information from Client.
USE OF CONFIDENTIAL INFORMATION
receive and maintain the Confidential Information in confidence;
not reproduce the Confidential Information or any part thereof without the
express written consent of Client;
not, directly or indirectly, make known, divulge, publish or communicate the
Confidential Information to any person, firm or corporation without the express
written consent of Client;
limit the internal dissemination of the Confidential Information and the
internal disclosure of the Confidential Information received from the Client to
those officers and employees, if any, of the Consultant who have a need to know
and an obligation to protect it;
not use or utilize the Confidential Information without the express written
consent of Client;
not use the Confidential Information or any part thereof as a basis for the
design or creation of any method, system, apparatus or device similar to any
method, system, apparatus or device embodied in the Confidential Information
unless expressly authorized in writing by Client; and
utilize the best efforts possible to protect and safeguard the Confidential
Information from loss, theft, destruction, or the like.
RETURN OF CONFIDENTIAL INFORMATION
All information provided by the Client shall remain the property of the Client.
Consultant agrees to return all Confidential Information to Client within 20
days of written demand by Client. When the Consultant has finished reviewing the
information provided by the Client and has made a decision as to whether or not
to work with the Client, Consultant shall return all information to the Client
without retaining any copies.
Page 3 of 6
Confidential
INTELLECTUAL PROPERTY OWNERSHIP
Consultant assigns to Client all rights in all designs, creations, improvements,
original works of authorship, formulas, processes, know-how, techniques,
inventions and all other information or items created by Consultant during the
term of this Agreement. The rights assigned include title and interest in all
patent, copyright, trade secret. trademark and other proprietary rights.
Consultant shall help prepare any papers that Client considers necessary to
secure any patents, copyrights, trademarks or other proprietary rights at no
charge to Client. However, Client shall reimburse Consultant for reasonable
out-of-pocket expenses incurred.
Consultant must obtain written assurances from Consultant's employees and
contract personnel that they agree with this assignment.
Consultant agrees not to use any of the intellectual property mentioned above
for the benefit of any other party without Client's prior written permission.
BUSINESS PERMITS, CERTIFICATES AND LICENSES
Consultant has complied with all federal, state and local laws requiring
business permits, certificates and licenses required to carry out the services
to be performed under this Agreement.
FRINGE BENEFITS
Consultant, Consultant's employees or contract personnel are not eligible to
participate in any employee health, pension, sick pay, vacation pay or other
fringe benefit plan of Client.
WORKERS' COMPENSATION
Client shall not obtain workers' compensation insurance on behalf of Consultant
or Consultant's employees. If Consultant hires employees to perform any work
under this Agreement, Consultant will cover them with workers' compensation
insurance and provide Client with a certificate of workers' compensation
insurance before the employees begin the work.
WORKER'S COMPENSATION OBLIGATION IF NOT OPERATING AS A CORPORATION
If not operating as a corporation, Consultant shall obtain workers' compensation
insurance coverage for Consultant. Consultant shall provide Client with proof
that such coverage has been obtained before starting work.
UNEMPLOYMENT COMPENSATION
Client shall make no state or federal unemployment compensation payments on
behalf of Consultant or Consultant's employees or contract personnel. Consultant
will not be entitled to these benefits in connection with work performed under
this Agreement.
INSURANCE
Client shall not provide any insurance coverage of any kind for Consultant or
Consultant's employees or contract personnel.
Page 4 of 6
Confidential
INDEMNIFY
Consultant shall indemnify and hold Client harmless from any loss or liability
arising from performing services under this Agreement.
TERMINATING THE AGREEMENT
Either party may terminate this Agreement any time by giving 15 days written
notice to the other party of the intent to terminate.
EXCLUSIVE AGREEMENT
This document and any Attachments constitutes the entire Agreement between the
parties, and no promises or representations, other than those contained here and
those implied by law, have been made by Client or Consultant. Any. modifications
to this Agreement must be in writing and signed by Client and Consultant.
SEVERABILITY
In the event any provision of this Agreement is deemed to be void, invalid, or
unenforceable, that provision shall be severed from the remainder of this
Agreement so as not to cause the invalidity or unenforceability of the remainder
of this Agreement. All remaining provisions of this Agreement shall then
continue in full force and effect. If any provision shall be deemed invalid due
to its scope or breadth, such provision shall be deemed valid to the extent of
the scope and breadth permitted by law.
APPLICABLE LAW
This Agreement will be governed by the laws of the state of California.
PARAGRAPH HEADINGS
The headings of particular paragraphs and subparagraphs are inserted only for
convenience and are not part of this Agreement and are not to act as a
limitation on the scope of the particular paragraph to which the heading refers.
NOTICES
All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
* when delivered personally to the recipient's address as stated on this
Agreement
* three days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated on this Agreement, or
* when sent by fax or telex to the last fax or telex number of the recipient
known to the person giving notice. Notice is effective upon receipt provided
that a duplicate copy of the notice is promptly given by first class mail, or
the recipient delivers a written confirmation of receipt.
NO PARTNERSHIP OR AUTHORITY
Page 5 of 6
Confidential
Consultant does not have authority to enter into contracts on Client's behalf.
This Agreement does not create a partnership relationship.
RESOLVING DISPUTES
If a dispute arises under this Agreement, the parties agree to first try to
resolve the dispute with the help of a mutually agreed-upon mediator in
California. Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties.
FAXED SIGNATURES
Consultant and Client agree that this Agreement will be considered signed when
the signature of a party is delivered by facsimile transmission. Signatures
transmitted by facsimile shall have the same effect as original signatures.
Signatures
Client:
JUNUM, INCORPORATED
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
August 1, 2001
Consultant:
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
August 1, 2001