EXHIBIT 10.3
Consulting Services Agreement
This
Consulting Services Agreement ("Agreement") with an effective date of the 15th
day of December, 2015 ("Effective Date") is entered by and between
21st Century Digital
Media, Inc.
("Consultant"),
a strategic advisor to emerging growth companies, and
30 DC, INC (OTC:
TDCH)
("Client"),
a publicly traded Maryland Corporation, with reference to the following:
RECITALS
A. Client desires to be assured of the services of
Consultant in order to avail itself of Consultant's experience, skills,
knowledge, abilities and background in the fields of business development, and financial
consulting. Client is therefore willing to engage Consultant upon the terms
and conditions set forth herein.
B. Consultant agrees to be engaged and retained by
Client upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the
mutual promises herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Engagement. Client hereby engages Consultant
on a non-exclusive basis, and Consultant hereby accepts the engagement to provide
financial consulting
services and to become a strategic and financial advisor to Client
and to render such advice and including
but not limited to the following:
Consultant intends to (a) Evaluate financial assumptions and forecasts prepared
by the Client, (b) Provide advice regarding the value of the Client, (c) Examine
the capital structure of the Client, (d) Assist the Client to complete a
business and financial plan, (d) Assist the Client develop and target business
development initiative, (e) Assist the Client develop and target mergers and
acquisition opportunities, (f) Assist the Client recruit additional management
and board of directors members, (g) Assist the Client identify financing sources (h) Assist the Client in developing
custom publishing division
2. Term. The term of this Agreement ("Term") shall commence on the
effective date and continue for a period of One Year as follows: Financial
consulting services to Client will begin on the effective date.
3. Compensation. In connection with the appointment of Consultant
hereunder and as consideration for Consultant entering into this Agreement,
Client and Consultant agree to the following:
a. Engagement Fee: For the performance of its
consulting services hereunder Consultant shall receive an initial fee of Three
Hundred Thousand (300,000) restricted 144 securities of the Client stock.
Within 15 days of execution of this Agreement, Client shall notify its transfer
agent to issue a certificate for the stock in the name of Client.
b. Monthly Fee: For ongoing services hereunder
Consultant shall receive a monthly fee of US $3,000 which depending on Client's
cash liquidity will be paid in cash, accrued as a liability or combination
thereof. The first monthly fee shall be due on December 31, 2015 and the last monthly
fee shall be due on November 30, 2016.
C. Incentive Fee: Consultant shall have the opportunity to earn the
following incentive fees;
Custom Publishing:
First Custom Publishing Customer At Least $50,000 In Revenue
- Two Hundred
Thousand (200,000) restricted 144 securities of the Client stock
Second Custom Publishing Customer At Least $50,000 In
Revenue - One
Hundred Thousand (100,000) restricted 144 securities of the Client stock
Business Development Partnership:
Business Development Partnership, Introduced To Company By
Consultant, Which Produces At Least $50,000 In Revenue - Two Hundred Thousand (200,000)
restricted 144 securities of the Client stock
Client Financing:
Funded Capital Raise Of At Least $500,000, From Investors
Introduced To Client By Consultant - Six Hundred Thousand (600,000) restricted 144 securities of
the Client stock
Client M&A Activity:
Consummation Of Merger Or Acquisition Of Client By Party
Introduced To Client By Consultant - Six Hundred Thousand (600,000) restricted 144 securities of
the Client stock
4. Remedy. If Client breaches this Agreement by not paying any
compensation or fee payments due, Consultant may terminate or suspend all
performances or services remaining to be rendered by Consultant under this
Agreement and Client will remain liable for all remaining payments due under
this Agreement.
5. Exclusivity; Performance; Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such
time as is necessary to service Client in a commercially reasonable manner.
Client and Consultant acknowledge and agree that confidential and valuable
information proprietary to either one party and obtained during its business
relationship with either one party, shall not be, directly or indirectly,
disclosed without the prior express written consent of the other party, unless
and until such information is otherwise known to the public generally or is not
otherwise secret and confidential. All non public information shall be deemed
"Confidential." Consultant may disclose Client's confidential information
pursuant to applicable laws or regulations, provided that Consultant may
disclose only information required for services and performances hereunder.
6. Independent Contractor. In its performance hereunder, Consultant
and its agents shall be an independent contractor. Consultant shall complete
the services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and shall not be
subject to the control or supervision of Client. Client acknowledges that
nothing in this Agreement shall be construed to require Consultant to provide
services to Client at any specific time, or in any specific place or manner,
unless otherwise mutually agreed.
7. Indemnification and Representation. Client agrees to save harmless,
indemnify and defend Consultant, its agents and employees from and against any
cost, loss, damage, liability, judgment and expense whatsoever, including
attorney's fees, suffered or incurred by it by reason of, or on account of, any
misrepresentation made to it or its status or activities as Consultant under
this Agreement unless due to gross negligence or fraud by Consultant.
8. Non Transfer and Non Assignability. This Agreement shall be non
transferable and non assignable by either party.
9. Miscellaneous. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other
provision and no waiver shall constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver. No
supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements or negotiations.
This agreement may, if required, be signed in counterparts, or by facsimile.
Neither party assumes any responsibilities or obligation whatsoever, other than
the responsibilities and obligations expressly set forth in this Agreement or a
separate written agreement between Client and Consultant. Neither party shall
be liable under the provisions of this Agreement for damages on account of
accidents, fires, acts of God, government actions, state of war, or any other
causes beyond the control of the party whether or not similar to those
enumerated. In the event of a conflict between this Agreement and any future
agreements executed in connection herewith, the provisions of this Agreement
shall generally prevail. It is acknowledged and agreed by Client and
Consultant that should any provision of this Agreement be declared or be
determined to be illegal or invalid by final determination of any court
of competent jurisdiction, the validity of the remaining parts, terms or
provisions of this Agreement shall not be affected thereby, and the illegal or
invalid part, term or provision shall be deemed not to be a part of this
Agreement. This Agreement is subject to all federal, state, and local
government regulations, and shall be construed in accordance with the laws of
the United States. IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement on the date first written above.
21st
Century Digital Media, Inc.
Signature: /s/ Gregory H. Laborde
Name: Gregory H. Laborde
Title: Director
30 DC, INC
Signature: /s/ Henry Pinskier
Name: Henry Pinskier
Title: Chairman
30DC (PK) (USOTC:TDCH)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
30DC (PK) (USOTC:TDCH)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024