Exhibit
10.4
CONSULTANT AGREEMENT
AGREEMENT
dated as of August 8, 2007 between
TIX CORPORATION ,
a Delaware corporation (“
COMPANY ”),
and
LEE D. MARSHALL (“
CONSULTANT ”).
RECITALS
WHEREAS,
Company is desirous of achieving maximum performance from its
acquisition of the assets of Exhibit Merchandising LLC, an
Ohio limited liability company (“
EM ”),
and Company wishes to employ Consultant as its consultant toward
achieving that goal, and Consultant is willing to be a Consultant
of Company, on the terms and subject to the conditions hereinafter
set forth; and
WHEREAS,
the Consultant was President of EM and is familiar with the
business of EM.
NOW
THEREFORE, for and in consideration of the mutual promises
herein contained, it is mutually agreed as
follows:
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1.
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Engagement; Nature of Duties
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(a)
The
Company hereby engages Consultant, for the period hereinafter
set forth, to serve as and act in such capacity on a
non-exclusive basis. Consultant agrees to serve in such
capacity and to do and perform the services, acts, or things
necessary to carry out the duties of Consultant’s
position. Consultant’s services shall consist of the
following:
Consultant
shall be a member of Company’s transition, assimilation,
and operating team relating to the assets of EM and the
operation of the business relating to such
assets.
(b)
Company
only is interested in the results to be obtained by
Consultant. Consultant shall have the exclusive control over
the methods and means he uses to perform the services, acts,
or things set forth in this Agreement.
(c)
Should
a disagreement arise between Consultant and Company with
respect to any of Consultant’s recommendations related
to the transition, assimilation or operation of EM, the
disagreement shall be resolved by a committee consisting of
Consultant, Mitch Francis, and Kimberly Simon.
The
term of this Agreement shall be for a period of two (2) years,
commencing on the closing of the acquisition by Company of EM
unless sooner terminated in accordance with the provisions
hereof (the “
Term ”).
Consultant
hereby accepts the assignment and agrees to devote so much of
his time as is reasonably necessary to adequately perform his
duties to the business and affairs of Company. Consultant
shall receive all necessary and appropriate information from
Company for the performance of his duties.
As
sole compensation, Company shall pay to Consultant for all
services rendered by him hereunder 100,000 restricted shares
of the Company’s common stock (the “
Shares ”)
to be issued within five days from the date hereof as follows:
50,000 Shares to Consultant and 50,000 Shares to Joseph
B. Marsh. Consultant acknowledges that the Shares have not
been registered under the Securities Act of 1933, as amended, and
the certificate evidencing the Shares will bear a restricted
legend. Consultant is acquiring the Shares for investment purposes
only and not with a view to distribution.
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5.
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Independent Contractor
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By
virtue of this agreement the parties do not intend to
establish a relationship of employer-employee between Company
and Consultant. Accordingly none of such obligations shall
apply, including but not limited to, the requirement to
withhold taxes of any nature from compensation, to provide
workman’s compensation coverage, vacation, sick leave,
or other employment benefits. Furthermore, Consultant shall
not be required to perform his duties at the offices of
Company nor may he be required to devote all of his time to
the business of Company. Consultant is free to engage in any
other activities Consultant desires, so
long as Independent Contractor complies with the terms of this
Agreement and the Noncompetition and Confidentiality Agreement
between Company and Consultant of even date herewith.
Company
may not advise Consultant a
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