Exhibit 10.68
AGREEMENT FOR CONSULTING
SERVICES
THIS CONSULTING
SERVICES AGREEMENT (the “Agreement”) dated as of this
31 st day of August, 2007, (the “Effective
Date”) is by and between ARTISTdirect, Inc., a Delaware
corporation (the “Contractor”), having an office at
1601 Cloverfield Boulevard, Suite 400 South, Santa Monica, CA
90404 and Robert N. Weingarten (the “Consultant”) whose
address is at 5439 Lockhurst Drive, Woodland Hills, CA.
91367.
WHEREAS, Contractor desires to have Consultant
perform consulting services for Contractor and Consultant has
agreed to do so upon the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement agree as
follows:
Article I -
Services
Consultant shall perform services at the
direction of the Contractor in the areas of accounting, finance,
public reporting and SEC filings, and shall assist in special
projects assigned to him from time to time by the Contractor
(the ”Services”). Contractor reserves the right in
its reasonable discretion to make such changes in work or
specifications, as may be reasonably necessary. Consultant shall
devote sufficient time, attention and energy to perform the
Services on a timely basis and through December 31, 2007, he shall
give the Services his first priority over any and all other
business obligations he may have.
Article II -
Term and Hours
Provided that Consultant has executed and not
revoked that certain Separation Agreement and Release of even date
herewith (the “Release Agreement”), the term of this
Agreement shall commence on September 1, 2007 (“Start
Date”) and will continue through August 31, 2008, unless
sooner terminated pursuant to the provisions of this Agreement.
From the Start Date through December 31, 2007, the Parties agree
that Consultant is expected to work substantially the same as he
worked when he served as the Contractor’s Chief Financial
Officer. From January 1, 2008 through May 31, 2008, Consultant
shall work on an “as needed” basis for Contractor for
up to forty (40) hours per week and Contractor shall provide
Consultant with reasonable advance notice of its need for
Consultant’s Services. From June 1, 2008 through August 31,
2008, Consultant shall continue to work on an as-needed basis for
Contractor for up to ten (10) hours per week. Consultant shall be
required to obtain Contractor’s prior approval for any work
performed by him in excess of the forty (40) or ten (10) hours per
week described above in order to receive the hourly compensation
described in Article III. Consultant shall have the right to
terminate the consulting relationship on or after May 31, 2008, by
giving not less than 30 days prior written notice to the
Contractor.
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Article III -
Compensation and Expenses
The
compensation for the Services shall be solely as
follows:
From the Start Date
through August 31, 2008, Consultant shall be paid $16,250 per month
payable in semi-monthly installments of $8,125 in accordance with
the regular executive salary payment schedule adopted from time to
time by Contractor. It is anticipated that no deductions or
withholds will be required but in the event that Contractor becomes
legally obligated to make deductions then such deductions shall be
made.
Consultant shall be
compensated at the rate of $200 per hour for all approved hours
worked performing Services for Contractor in excess of the hourly
amounts described in Article II and for any Services performed
after August 31, 2008.
Consultant shall be
reimbursed for all reasonable out-of-pocket expenses incurred by
Consultant in performing the Services pursuant to this Agreement
provided Consultant shall first furnish proper documentation for
approval setting forth the information required by the United
States Treasury Department for deductible business expenses and an
explanation of the nature of each expense item.
From the Start Date
through December 31, 2007, Contractor shall pay Consultant $1,619
per month as reimbursement for Consultant’s medical premium
expense, payable on or around the 15 th of each
month.
From the Start Date
through May 31, 2008, Contractor shall provide a Blackberry or
similar device (and e-mail service), an Apple laptop computer and
parking to Consultant at Contractor’s office. During the term
of this Agreement, Contractor shall provide Consultant with access
to non-exclusive work space and a computer at Contractor’s
office in the event that Consultant performs the Service at
Contractor’s office.
Consultant shall provide Contractor with a
statement of his services and out-of-pocket expenses within ten
business days after the end of each calendar month covering that
month’s charges. Consultant shall keep records of the hours
charged to Contractor, together with an explanation of the Services
performed during such time period. Consultant shall promptly
provide Contractor with a copy of such records with his monthly
statement.
Article IV -
Status as Independent Contractor
Both Contractor and Consultant expressly
acknowledge and agree that Consultant is an independent contractor
and shall not act as or be an agent for or employee of Contractor.
All of Consultant’s activities in performing the Services
shall be at Consultant’s sole risk and except as expressly
provided herein, Consultant shall not be entitled to Workers
Compensation or any
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other benefits or insurance protection provided
by Contractor to their agents and employees. Subject to Article V,
as an independent contractor, Consultant shall be solely
responsible for determining the means and methods for performing
the Services. Consultant shall be solely responsible for complying
with and paying any and all taxes applicable to compensation
received under this Agreement and shall indemnify Contractor for
any claims related to any non-payment of applicable
taxes.
Article V -
Standard of Care
Consultant agrees to perform the Services with
that standard of care, skill and diligence normally provided by a
professional person in the performance of similar services.
Consultant shall perform the assigned tasks and duties in an
efficient, competent and timely manner in accordance with generally
accepted industry standards. Consultant expressly acknowledges that
Contractor will rely upon the competence and completeness of
Consultants’ Services in utilizing the results of such
Services in fulfilling their contractual commitments to third
parties. In no event shall Consultant retain, hire or employ the
services of subcontractors, third parties or others without the
express written authorization and approval of
Contractor.
Article VI - Use
of Materials; Confidentiality; Non-Solicitation; Adherence to
Rules
Section 1 - Use of Materials.
Contractor shall own all rights to any and all
work products, patents, processes, copyrights, studies, flow
charts, diagrams, devices, programs, source codes, inventions,
original works of authorship, know-how, and other tangible or
intangible material or data of any nature developed by Consultant
or as a result of any of Consultant’s Services. Any work
product generated by Consultant hereunder shall be deemed a work
made for hire. If any of such work product shall be deemed other
than a work for hire, Consultant hereby assigns to Contractor all
rights, title and interest in and to such work product. Consultant
agrees to execute and deliver such documents and instruments as
Contractor may deem necessary and appropriate to transfer to
Contractor any and all rights, title, and interest, including
copyrights, Consultant has in any such work.
Section 2 - Confidentiality.
Consultant shall not publish, disclose, or
otherwise divulge Confidential Information to any person, at any
time during or after the term of this Agreement, without
Contractor’s prior express written consent. For purposes of
this Agreement, “Confidential Information” shall mean
non-public, confidential or proprietary information belonging to
Contractor.
The
term “Confidential Information” does not include any
information which (i) at the time of disclosure or thereafter is
generally available to the public (other than as a result of a
disclosure by Consultant or her representatives in violation of
this Agreement), (ii) was available to Consultant on a
non-confidential basis from a source other than Contractor,
provided that such source is not bound by a confidentiality
agreement that was applicable to the Confidential Information, or
(iii) has been independently acquired or developed by Consultant
without violating any of her obligations under this
Agreement.
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In
the event that Consultant becomes legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil investigative
demand or ot
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