CONSULTING AND ADVISORY SERVICES AGREEMENT

 

                                                                    EXHIBIT 10.3

 

                   CONSULTING AND ADVISORY SERVICES AGREEMENT

 

 

         This CONSULTING AND ADVISORY SERVICES AGREEMENT for independent

contractor consulting and advisory services ("Agreement") is made and entered

into as of _________, 2005 (the "Effective Date"), by and between Ronco

Marketing Corporation, a Delaware corporation ("RMC"), and Ronald M. Popeil, an

individual ("Consultant").

 

         WHEREAS, RMC, Ronco Inventions, LLC, Popeil Inventions, Inc., RP

Productions, Inc., RMP Family Trust and Consultant have entered into that

certain asset purchase agreement dated December 10, 2004 (the "Asset Purchase

Agreement"), pursuant to which RMC is purchasing substantially all of the assets

of Ronco Inventions, LLC, Popeil Inventions, Inc., and RP Productions, Inc.;

 

         WHEREAS, it is a condition to the closing of the transaction under the

Asset Purchase Agreement that RMC and Consultant enter into this Agreement; and

 

         WHEREAS, RMC desires to retain Consultant as an independent contractor

to perform certain consulting services for RMC and Consultant is willing to

perform such services, on terms set forth more fully below.

 

         NOW, THEREFORE, in consideration of the promises and the mutual

covenants and agreements set forth herein, the parties, intending to be legally

bound, hereby agree as follows:

 

 

         1. Services.

 

         (a) General Consulting and Advisory Services. In accordance with the

terms and conditions set forth in this Agreement, during the Term (as defined

below) Consultant agrees to render general business advice to RMC regarding

operational and strategic matters for RMC related to the consumer home products

business (the "Consulting Services") at such reasonable times during normal

business hours as Consultant determines in his sole and absolute discretion and

further subject to any prior commitments described in Section 1(c) below.

 

         (b) Personal Appearance Services. In accordance with the terms and

conditions set forth in this Agreement, during the Term Consultant agrees to

make certain personal appearances ("Personal Appearance Services"). Each

personal appearance will be performed after reasonable notice to Consultant (as

described below) at such reasonable times as Consultant determines in his sole

and absolute discretion and in each case, unless marked by an asterisk (*), at

Consultant's sole and absolute discretion.

 

                  (1) Chief Public Spokesperson. Upon at least 25 days prior

written request from RMC, Consultant may make a personal appearance at the time

and location and for the purpose specified in the written request to speak as

RMC's "chief public spokesperson" for non-financial matters (principally product

endorsements for the products acquired by RMC under the Asset Purchase Agreement

or the New Product Development Agreement by and between RMC and Consultant,

dated of even date herewith (the "New Product Development Agreement")). Such

appearance may be in any form of media not otherwise covered in Section 1(b) of

this Agreement. Such written request, must clearly identify the following

 

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matters, and any other matters reasonably requested by Consultant: (a) the date,

time and location of such appearance, (b) the purpose of such appearance, (c)

the form, nature and broadcast scope of the media for such appearance (e.g.,

television, radio, internet, print media interviews or some other form of media

broadcast, a day-time talk show or variety show or some other nature, and

whether the media is internationally, nationally or locally broadcast or some

part thereof), (d) the reasonably anticipated time commitment for Consultant to

make such personal appearance (including in the calculation the number of days

to travel to and from such location), (e) a copy of any script or notice that a

script for such appearance is being prepared and (f) the amount of compensation

(including expense reimbursement) RMC is offering to pay Consultant for each

calendar day of such personal appearance and travel to and from the location of

such personal appearance. Consultant will have up to 15 days from receipt of

such request to accept, in writing, such request to make the personal appearance

or to negotiate with RMC and agree, in writing, on modified terms pursuant to

which Consultant will make such personal appearance. If Consultant does not

accept such written request in writing within such 15-day period, Consultant

will be deemed to have rejected such request and will not be obligated to make

such appearance. For purposes of clarity, Consultant will have the sole and

absolute discretion to make such requested appearance and will have no

obligation to make any such requested appearances.

 

                  (2) National Television Broadcasts. Upon at least 25 days

prior written request from RMC, Consultant may make a personal appearance to

promote the image of RMC (principally by promoting the products sold to RMC

under the Asset Purchase Agreement or the New Product Development Agreement) by

appearing on (a) national broadcast network (i.e., ABC, CBS, FBC, NBC, UPN and

WB) variety news or talk shows, such as "The Today Show" or "60 Minutes," or

(ii) nationally syndicated variety news or talk shows (e.g., "Oprah," "Ellen").

Such written request, must clearly identify the following matters, and any other

matters reasonably requested by Consultant: (a) the date, time and location of

such appearance, (b) the purpose of such appearance, (c) the type of broadcast

for such appearance, (d) the reasonably anticipated time commitment for

Consultant to make such personal appearance (including in the calculation the

number of days to travel to and from such location), and (e) a copy of any

script (including the interviewers proposed and final interview questions) or

notice that a script for such appearance is being prepared. Consultant will have

up to 15 days from receipt of such request to accept, in writing, such request

to make the personal appearance or to negotiate with RMC and agree, in writing,

on modified terms pursuant to which Consultant will make such personal

appearance. If Consultant does not accept such written request, as may be

modified above, in writing within such 15-day period, Consultant will be deemed

to have rejected such request and will not be obligated to make such appearance.

For purposes of clarity, Consultant will have the sole and absolute discretion

to make such appearance and will have no obligation to make any such

appearances. Notwithstanding the foregoing or anything to the contrary contained

herein, in no event shall Consultant be asked to make more than six (6) such

appearances in the aggregate per year nor shall Consultant be required to make

any appearance hereunder on any show which is telecast on any so-called "direct

response marketing" network (e.g., QVC, HSN, etc.).

 

                  (3) National Retailers. Upon at least 25 days prior written

request from RMC, Consultant may make a personal appearance to promote the

products sold to RMC under the Asset Purchase Agreement or the New Product

 

 

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Development Agreement at a Lead National Retailer. Such written request, must

clearly identify the following matters, and any other matters reasonably

requested by Consultant: (a) the date, time and location of such appearance, (b)

the purpose of such appearance, (c) the name of the Lead National Retailer at

which such appearance will take place, (d) the reasonably anticipated time

commitment for Consultant to make such personal appearance (including in the

calculation the number of days to travel to and from such location), and (e) a

copy of any script or notice that a script for such appearance is being

prepared. Consultant will have up to 15 days from receipt of such request to

accept, in writing, such request to make the personal appearance or to negotiate

with RMC and agree, in writing, on modified terms pursuant to which Consultant

will make such personal appearance. If Consultant does not accept such written

request, as may be modified above, in writing within such 15-day period,

Consultant will be deemed to have rejected such request and will not be

obligated to make such appearance. For purposes of this Section 1(b)(3), a Lead

National Retailer will be a major national retail chain of stores (e.g.,

WalMart, Lowe's Home Improvement Warehouses, The Home Depot). For purposes of

clarity, Consultant will have the sole and absolute discretion to make such

appearance and will have no obligation to make any such appearances.

 

                  (4) Infomercials.* Consultant will make on-screen appearances

in up to three (3) Infomercials per year for consumer products sold under the

Asset Purchase Agreement or the New Product Development Agreement. However, RMC

must provide Consultant with a written request at least 25 days prior to the

scheduled start of principal photography of such Infomercial, requesting

Consultant to appear in such Infomercial. Such written request, must clearly

identify the following matters, and any other matters reasonably requested by

Consultant: (a) the date, time and location for such appearance(s), (b) the

product being marketed and promoted in such Infomercial, (c) the reasonably

anticipated time commitment/duration of Consultant to appear in such Infomercial

(including in the calculation the number of days to travel to and from such

location), and (d) a copy of any script or notice that a script for such

Infomercial is being prepared. Consultant will have up to 15 days from receipt

of such request to accept, in writing, such request to appear in such

Infomercial or to negotiate with RMC and agree, in writing, on modified terms

pursuant to which Consultant will appear in such Infomercial. If Consultant does

not accept such written request in writing within such 15-day period, Consultant

will be deemed to have rejected such request and will not be obligated to appear

or otherwise participate in such Infomercial. For purposes of clarity,

Consultant will have the sole and absolute discretion to participate in such

requested Infomercial; provided, however, Consultant must appear in at least

three (3) reasonably requested Infomercials per year. With respect to each

Infomercial in which Consultant agrees to appear, Consultant shall have a right

of prior, meaningful active consultation and reasonable approval over all

material creative elements relating to such Infomercial, including without

limitation the development of such Infomercial, the script for such Infomercial,

the set design for such Infomercial, the host(s) or other spokespersons for such

Infomercial, and all marketing and advertising materials relating to such

Infomercial. For purposes of this Agreement, "Infomercial" means a long,

information-rich, television advertisement not to exceed 30 minutes in length

devoted exclusively to promoting goods. For purposes of clarity, Consultant will

have satisfied his obligations under this Section 1(a)(4) if he appears for the

principal photography (to the extent required) and participates in any looping

or dubbing in connection therewith that is necessary for the completion of three

 

 

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(3) Infomercials in any consecutive 12 calendar months beginning on the

Effective Date and continuing until the expiration of the Term, regardless of

whether any such Infomercial is ultimately broadcast or otherwise exploited in

any manner.

 

                  (5) Investor "Road Shows". Upon at least 25 days prior written

request from RMC, Consultant may make a personal appearance at an RMC investor

"road show" to speak as to non-financial matters (principally product

endorsements for the products acquired by RMC under the Asset Purchase Agreement

or the New Product Development Agreement). Such written request, must clearly

identify the following matters, and any other matters reasonably requested by

Consultant: (a) the date, time and location of such appearance, (b) the purpose

of such appearance, (c) the parties to whom Consultant is requested to speak to,

and (d) the reasonably anticipated time commitment for Consultant to make such

personal appearance (including in the calculation the number of days to travel

to and from such location). Consultant will have up to 15 days from receipt of

such request to accept, in writing, such request to make the personal appearance

or to negotiate with RMC and agree, in writing, on modified terms pursuant to

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