Exhibit 10.11
EXECUTION VERSION
CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (“ Agreement" ) is made
effective as of the 24th day of October, 2007 (the “
Effective Date ”), by and between Quepasa
Corporation (the “ Company ”), Valdez
Productions, Inc. (“ Valdez Productions
”) and Jeffrey Valdez (“ Mr. Valdez
” and together with Valdez Productions, the “
Consultant ” and collectively with the Company,
the “ Parties ”).
RECITALS
WHEREAS,
Mr. Valdez is a co-founder of SiTV, Inc. and, while acting as
Chairman and Chief Creative Officer for SiTV, Inc., established
SiTV, Inc.’s presence in the cable television
marketplace;
WHEREAS, due
to Mr. Valdez’s creative expertise and invaluable vision
relating to the Latino marketplace, Mr. Valdez was recently
appointed to serve as the non-executive Chairman of the Board of
the Company and the Company now desires to retain Mr. Valdez
to perform non-exclusive consulting services, except as otherwise
provided herein, for the Company through Valdez Productions;
and
WHEREAS,
Valdez Productions, Mr. Valdez and the Company wish to enter
into this Agreement to set forth the obligations and
responsibilities of each in connection with their contractual
relationship.
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the Parties
hereto agree as follows:
AGREEMENT
1. NATURE
OF WORK
Valdez
Productions will provide the Company with the consulting services
of Mr. Valdez in the areas of web based programming content,
marketing, branding of the Company and any other consulting
services mutually agreed between the Parties that is determined by
the Parties to be beneficial to the Company (the “
Services ”). The Consultant shall provide the
Services on a non-exclusive basis, except in the case of consulting
services for internet programming content produced in Spanish that
does not conflict with Consultant’s agreement with Maya
Entertainment (“ Special Services ”), and
in such case, the Consultant shall provide the Special Services on
an exclusive basis. The Parties agree that Consultant shall only
use the Consultant Intellectual Property (as defined herein)
relating to the Special Services for media programming targeting
English speaking audiences. The Company acknowledges that Valdez
has and is currently involved creatively and sits on the Board of
Si TV, Maya Entertainment, Valdez Productions and Sandbox
Entertainment (the “ Affiliated Businesses
”) and to the extent agreements relating to these entities
conflict with this Agreement, this Agreement shall be subordinate
to such pre-existing agreements. The Company acknowledges that the
Affiliated Businesses are all involved in the bilingual, English
and Spanish language media (including television and internet)
media space.
2.
DURATION
The term of
this Agreement shall be from the Effective Date, and, unless
otherwise terminated, shall continue until the first (1 st ) anniversary
of the Effective Date, following which the Term shall automatically
renew for successive three (3) month periods unless and until
a party delivers at least thirty (30) days prior written
notice of the desire to terminate this Agreement to the other
parties, in which this Agreement will expire thirty (30) days
from the date such notice is received (the “
Term ”). Notwithstanding the above and in the
event that the Company becomes involved in the television business
during the Term, subject to Section 12 , the Company
will have the option to renegotiate in good faith the Agreement and
the Term hereof realizing that Mr. Valdez currently has a non
compete agreement with Si TV that prohibits him from launching an
“English Language Latino Themed cable nerwork.”
1
3.
COMPENSATION
(a)
Monthly Payment for Services . For the Services rendered
under this Agreement, the Company will pay to Valdez Productions
Eight Thousand Three Hundred and Thirty-Three Dollars ($8,333.00)
per month for the Term of this Agreement. At the election of the
Consultant, such payment may be made in the form of options to
purchase the Company’s common stock. Valdez Productions shall
provide monthly invoices for the Services rendered by
Mr. Valdez during the month preceding the invoice. Payment
shall be made to Valdez Productions within ten (10) business
days following the Company’s receipt of each such invoice.
All invoices shall be directed to the attention of the Chief
Executive Officer or his designee.
(b)
Stock Options . Within ten (10) business days of the
execution of this Agreement, a grant of nonqualified stock options
shall be provided to Valdez Productions to purchase shares of the
Company’s common stock in an amount equal to the greater of
210,000 shares or the number of shares that equals One Percent (1%)
of the fully-diluted shares of the Company (the “
Optioned Shares ”), and at the price set forth
in the Non-Qualified Stock Option Agreement executed by Valdez
Productions and the Company in conjunction with this Agreement,
one-third of the optioned shares shall vest and become exercisable
on October 24, 2008 and the remaining two-thirds of the
optioned shares will vest and become exercisable in twenty-four
(24) equal monthly installments commencing immediately
thereafter. Notwithstanding the foregoing, if the Consultant shall
be terminated without cause, the Optioned Shares shall immediately
vest and become exercisable.
4.
PERFORMANCE OF DUTIES
(a)
Good Faith Performance . Consultant agrees that it will at
all times faithfully, industriously, and to the best of its
ability, experience and talent, and in good faith, perform all of
the duties that may be required pursuant to the express terms
hereof, and the Company will provide all necessary information and
other support appropriate to the performance of the Services.
Consultant shall report directly to the Chief Executive Officer of
the Company for the Term of this Agreement.
(b)
Location . Consultant agrees that Mr. Valdez will
primarily perform the Services from the office of Valdez
Productions. Travel outside of the Greater Los Angeles area shall
require approval by Mr. Valdez, and reasonable and necessary
business expenses for such long distance travel shall be paid by
the Company provided such expenses have been pre-authorized by the
Chief Executive Officer.
5. CONFIDENTIALITY .
During the
term of this Agreement and at all times thereafter, the Consultant
will keep confidential, not use for Consultant’s own benefit,
and not divulge, furnish or make accessible to anyone any
Confidential Information. As used herein, “
Confidential Information ” means all
information concerning or related to the Services and the
Company’s business, operations, financial condition and
prospects of the Company and its Affiliates, regardless of the form
in which such information appears and whether or not such
information has been reduced to a tangible form, and will
specifically include: (a) all information regarding the
stockholders, directors, officers, employees, customers, suppliers,
distributors, sales representatives and licensees of the Company
and its Affiliates, in each case whether past, present or
prospective; (b) all software, inventions, discoveries, trade
secrets, processes, techniques, methods, formulae, ideas and
know-how of the Company and its Affiliates; (c) all financial
statements, audit reports, budgets and business plans or forecasts
of the Company and its Affiliates, and (d) all Consultant
Intellectual Property created by or for Consultant hereunder;
provided, that Confidential Information will not include
information which is or becomes generally known to the public
through no act or omission of Consultant; “
Affiliate ” means any Person which controls, is
controlled by or is under common control with the Company; “
control ” means, with respect to any Person,
the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of such Person,
whether through ow
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