EXHIBIT 10.6
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 June 30, 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
which Consultant will make
