EXHIBIT 10.20
EXECUTIVE ADVISOR
AGREEMENT
This Executive Advisor Agreement ("
Agreement ") is made and entered into effective this
18 th
day of November, 2008,
by and between NTN Buzztime, Inc., a Delaware corporation (the "
Company "), and Terry Bateman, an individual ("
Bateman "), on the following terms and
conditions:
RECITALS
A. The
Company desires to retain Bateman to provide certain services, and
make his experience and expertise available, to the Company, all on
the terms specifically described herein.
B. Bateman
desires to perform such services, and make his experience and
expertise available to the Company, all on the terms specifically
described herein.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1.
Engagement . The Company hereby engages Bateman to provide
the Services (as defined below) to the Company, and Bateman hereby
accepts such engagement, all on the terms and conditions
specifically described herein.
2.
Term .
2.1
Initial Term . The initial term of this Agreement
shall commence on November 18, 2008 (the " Effective Date ")
and, unless earlier terminated in accordance with Section 7 or
unless extended in accordance with Section 2.2, shall expire on the
90-day anniversary of the Effective Date (the " Initial Term
").
2.2
Extensions . The Company may, in its sole and
absolute discretion, extend the term of this Agreement for up to
two additional periods of 45-days each by providing written notice
to Bateman, which notice shall state that the Company has elected
to extend the term of this Agreement. If the Company
elects to extend the term of this Agreement, the first additional
45-day period (the " First Extension Period ") shall
commence on the day immediately following the end of the Initial
Term and the second additional 45-day period (the " Second
Extension Period ") shall commence on the day immediately
following the end of the First Extension Period. In order to extend
the term of this Agreement for the First Extension Period, the
Company shall provide the written notice required by this Section
2.2 to Bateman at any time before the end of the Initial Term. In
order to extend the term of this Agreement for the Second Extension
Period, the Company shall provide the written notice required by
this Section 2.2 to Bateman at any time before the end of the First
Extension Period.
3.
Scope of Service . In exchange for the
compensation set forth in Section 4, Bateman shall provide the
services to the Company described in Exhibit A attached
hereto (the " Services "). In providing the
Services, Bateman will work with all levels of management and will
report to the board of directors of the Company or a committee
thereof. Bateman shall not, without the prior written
consent of the Company, subcontract, delegate or otherwise engage
or permit any third party to perform any portion of the
Services.
4.
Service Fee . As full and complete compensation
for Bateman's provision of the Services, the Company shall pay
Bateman a fee (" Service Fee ") in the amount of $20,000 per
month in arrears (pro rated if necessary) payable on or before the
15 th
of each month, with the first
payment due on December 15, 2008 for services rendered from
November 18, 2008 through November 30, 2008. In
connection with performing the Services, Bateman is authorized to
incur on behalf and for the benefit of, and shall be reimbursed by,
the Company for reasonable business expenses, provided that such
expenses are substantiated in accordance with the Company's
policies. Notwithstanding the foregoing, the Company and Bateman
recognize that the performance of the Services may require Bateman
to confer with the Company's legal advisors. The Company
shall be responsible for the payment of any legal fees billed to
the Company by its legal advisors for time spent conferring with
Bateman relating to the Services.
5.
No Other Benefits . Bateman is an independent
contractor of the Company and as such is not entitled to any
benefits, or to participate in any insurance plan or other fringe
benefit program, that the Company may make available or furnish to
its employees.
6.
Relationship of the Parties . Notwithstanding any
provision hereof, for all purposes of this Agreement, Bateman shall
be and act as an independent contractor and not as an employee,
partner, joint venturer or agent of the Company. Bateman
shall not have authority to act on behalf of or to represent or
bind the Company in any manner. Bateman is an independent
contractor and is engaged to render professional services only and
any payments made by the Company to Bateman are compensation solely
for such services rendered. Bateman is solely
responsible for all taxes, withholdings and other statutory or
contractual obligations of any sort. Bateman agrees to defend,
indemnify and hold the Company harmless from any and all claims,
damages, liability, attorneys' fees and expenses on account of (i)
an alleged failure by Bateman to satisfy any such obligations or
any other obligation (under this Agreement or otherwise) or (ii)
any other action or inaction of Bateman.
7.
Termination . Either party may terminate this Agreement for
any reason upon at least 15-days prior written
notice. If the Company terminates this Agreement, upon
receipt of the Company's written notice of termination, unless
stated to the contrary in such notice, Bateman shall immediately
cease performing any of the Services. If this Agreement
is terminated pursuant to this Section 7, the Company's sole
liability to Bateman shall be payment of that portion of the
Service Fee earned through the date of termination set forth in the
notice of termination, less any payments previously made to
Bateman. If the Company paid any Service
