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CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

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This Consulting Services Agreement involves

JAG MEDIA HOLDINGS, INC | STONE STREET ADVISORS, LLC

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Title: CONSULTING SERVICES AGREEMENT
Governing Law: New Jersey     Date: 2/3/2005
Industry: CMPSRV     Sector: TECHNO

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EXHIBIT 10.3

 

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT entered into this 25th day of

January, 2005 (hereinafter "Effective Date") by and between STONE STREET

ADVISORS, LLC, a Nevada Limited Liability Company ("Stone Street") with its

principal office at 101 Hudson Street - Suite 3700, Jersey City, New Jersey

07302, and JAG MEDIA HOLDINGS, INC., a Nevada corporation, with its principal

office located at 6865 SW 18th Street, Suite B13, Boca Raton, Florida 33433 (the

"Company").

The Company desires to engage Stone Street to perform as an independent

contractor to provide certain consulting and advisory services to the Company as

designated below, and Stone Street desires to accept such engagement by the

Company, pursuant to the terms and conditions of this Consulting Agreement.

In consideration of the representations, warranties, mutual covenants

and agreements set forth herein, the parties agree as follows:

1. SCOPE OF SERVICES.

a. Duties and Performance. From time to time during the term of this

Agreement, Stone Street shall provide such advisory services to the Company with

regard various types of financial arrangements, including, equity line of credit

financing, debt financing, other forms of direct investment in the Company and

general corporate matters (the "Services").

b. Independent Contractor Status. The parties agree that Stone Street

is an independent contractor performing Services hereunder and not an employee

of the Company. Stone Street may use contractors or other third parties of Stone

Street's choice to assist Stone Street in rendering such Services. Unless

otherwise agreed by Stone Street in writing, the Company shall be responsible

for payment of all compensation or expenses payable or reimbursable to Stone

Street and/or such third parties. Nothing herein or in the performance hereof

shall imply either a joint venture or principal and agent relationship between

the parties, nor shall either such relationship be deemed to have arisen under

this Agreement.

2. COMPENSATION AND EXPENSES.

a. Fee. In respect to Stone Street performing any Services hereunder

the Company shall pay to Stone Street a one time fee in an amount equal to

$50,000 (the "Fee").

 

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3. INDEMNIFICATION. Exhibit A attached hereto and made a part hereof sets forth

the understanding of the parties with respect to the indemnification and

exculpation of Stone Street. The provisions of Exhibit A shall survive, and

remain in full force and effect after, the termination of this Agreement until

fully performed.

4. TERM AND TERMINATION. The initial term of this Agreement shall be for a

period commencing on the Effective Date hereof and ending on the one anniversary

of the date of this Agreement; thereafter, unless previously terminated, and

neither party has given notice of termination, this Agreement shall be

automatically renewed for successive year periods of one year each. Either party

may terminate this Agreement without cause or without the necessity of

specifying cause by giving written notice of termination to the other party.

This Agreement shall terminate

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