Exhibit 10.1
CONSULTING SERVICES
AGREEMENT
This Consulting Services Agreement
(“Agreement”), dated June 5, 2008, is made by and
between Web3Direct, Inc., a Florida corporation
(“Consultant”), whose address is 1775 Forest Boulevard,
Jacksonville, Florida 32246, and City Capital Corporation, a Nevada
corporation (“Client”), having its principal place of
business at 2000 Mallory Lane, Suite 130-301, Franklin, Tennessee
37067.
WHEREAS, Consultant has extensive
background in the area of marketing and business growth consulting
services;
WHEREAS, Consultant desires to be engaged
by Client to provide such services to the Client on the terms and
subject to the conditions set forth herein and has provided such
services to Client since January 1, 2008;
WHEREAS, Client is a publicly held
corporation and desires to further develop its business;
and
WHEREAS, Client desires to engage
Consultant to provide marketing and business growth consulting
services to the Client on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration for
those services Consultant provides to Client, the parties agree as
follows:
1.
Services of Consultant.
Consultant agrees to perform for Client
all necessary services required in connection with providing
marketing and business growth consulting services.
2.
Consideration.
For the services rendered by Consultant
for Client, Client shall pay to Consultant for the fixed monthly
retainer of Ten Thousand Dollars ($10,000) per month for the twelve
(12) month period ending December 31, 2008. Payment of the
retainer shall be in the form of restricted shares of
Client’s common stock (valued based on the closing price of
this common stock on June 5, 2008 of twenty cents ($0.20) per
share. The retainer is payable on the first of each calendar
month in advance (with the retainer for the period of January 1,
2008 through June 30, 2008 due upon the execution of this
Agreement).
3.
Confidentiality.
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Each party agrees that during the course
of this Agreement, information that is confidential or of a
proprietary nature may be disclosed to the other party, including,
but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues,
usage rates, advertising relationships, projections, and marketing
data (“Confidential Information”). Confidential
Information shall not include information that the receiving party
can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other
than the receiving party, (b) was known to the receiving party as
of the time of its disclosure, (c) is independently developed by
the receiving party , or (d) is subsequently learned from a third
party not under a confidentiality obligation to the providing
party. If Client and Consultant terminate this Agreement, all
confidential materials in the possession of Consultant shall be
returned to Client
4.
Expenses.
Miscellaneous expenses (other than
standard office expenses) are not included in these fees and are
billed separately. These include items such as third party
technical services (copywriting, programming and coding, printing
of materials, graphic design, subscriptions on behalf of the
company, purchase of media time or space, etc.), as well as travel
expenses where necessary, such as coach transportation under four
(4) hours (business class over 4 hours), meals, lodging,
etc.
5.
Indemnification.
(a)
Client.
Client agrees to indemnify, defend, and
shall hold harmless Consultant and /or his agents, and to defend
any action brought against said parties with respect to any claim,
demand, cause of action, debt or liability, including reasonable
attorneys’ fees to the extent that such action is based upon
a claim that: (i) is true, (ii) would constitute a breach of any of
Client's representations, warranties, or agreements hereunder, or
(iii) arises out of the negligence or willful misconduct of Client,
or any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.
(b)
Consultant.
Consultant agrees to indemnify, defend,
and shall hold harmless Client, its directors, employees and
agents, and defend any action brought against same with respect to
any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action
arises out of the gross negligence or willful misconduct of
Consultant.
(c)
Notice.
In claiming any indemnification
hereunder, the indemnified party shall promptly provide the
indemnifying party with written notice of any claim, which the
indemnified party believes
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falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist in
the defense if it so chooses, provided that the indemnifying party
shall control such defense, and all negotiations relative to the
settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified
party's written consent, which shall not be unreasonably
withheld.
6.
Limitation of
Liability.
Consultant shall have no liability with
respect to Consultant’s obligations under this Agreement or
otherwise for consequential, exempla
