GENIUS PRODUCTS, INC. AGREEMENT FOR PERFORMANCE OF SERVICES BY INDEPENDENT CONTRACTOR

 

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                                                                     Exhibit 4.5

 

                              GENIUS PRODUCTS, INC.

 

                      AGREEMENT FOR PERFORMANCE OF SERVICES

                            BY INDEPENDENT CONTRACTOR

 

         This agreement ("Agreement") is made as of January 1, 2003, between

Genius Products, Inc., a Nevada corporation ("GP"), with its principal place of

business at 11250 El Camino Real, Suite 100, San Diego, CA 92130, and Pamela

Brown, an independent contractor ("Contractor").

 

1.       TERM OF CONTRACT.

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         This Agreement is effective as of January 1, 2003, and will continue in

effect until January 31, 2003. This Agreement will be renewable on a monthly

basis by the mutual agreement of GP and Contractor. The renewal shall be

documented by a letter from Contractor to GP dated as of the first of each

subsequent month and acknowledged by GP.

 

2.       SERVICES TO BE PERFORMED BY CONTRACTOR.

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         2.1 SPECIFIC SERVICES. Contractor agrees to perform the services

specified in the "Description of Services" attached to this Agreement and

incorporated into this Agreement by reference.

 

         2.2 METHOD OF PERFORMING SERVICES. Contractor will determine the

method, details and means of performing the above-described services.

 

         2.3 STATUS OF CONTRACTOR. Contractor enters into this Agreement, and

will remain throughout the term of the Agreement, as an independent contractor.

Contractor agrees that the Contractor is not and will not become an employee,

partner, agent, or principal of GP while this Agreement is in effect. Contractor

understands and agrees that Contractor is not entitled to the rights or benefits

afforded to GP's employees, including disability or unemployment insurance,

workers' compensation, medical insurance, sick leave, or any other employment

benefit. Contractor is responsible for providing, at Contractor's own expense,

disability, unemployment, and other insurance, workers' compensation, training,

permits, and licenses for the Contractor and for the Contractor's employees and

subcontractors.

 

         2.4 PAYMENT OF INCOME TAXES. Contractor is responsible for paying when

due all income taxes, including estimated taxes, incurred as a result of the

compensation paid by GP to Contractor for services under this Agreement. On

request, Contractor will provide GP with proof of timely payment. Contractor

agrees to indemnify GP for any claims, costs, losses, fees, interest, or damages

suffered by GP resulting from Contractor's failure to comply with this

provision.

 

         2.5 USE OF EMPLOYEES OR SUBCONTRACTORS. Contractor may, at Contractor's

own expense, use any employees or subcontractors as Contractor deems necessary

to perform the services required of Contractor under this Agreement. GP may not

control, direct, or supervise Contractor's employees or subcontractors in the

performance of those services.

 

 

 

 

 

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3.       COMPENSATION.

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         3.1 TERMS OF COMPENSATION. GP agrees to pay Contractor according to the

terms and schedule for payment as stated in the "Description of Services"

attached to this Agreement and incorporated into this Agreement by reference.

 

         3.2 EXPENSES. GP's responsibility to reimburse Contractor for expenses,

if any, shall be as stated in the attached "Description of Services."

 

4.       OBLIGATIONS OF CONTRACTOR.

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         4.1 TIMES AND PLACE FOR PERFORMING WORK. Contractor may perform the

services under this Agreement at any suitable time and location Contractor

chooses, unless the "Description of Services" attached hereto specifies

otherwise.

 

         4.2 SUPPLIES, MATERIALS, AND EQUIPMENT. Contractor will supply all

supplies, materials, and equipment required to perform the services under this

Agreement.

 

         4.3 WORKERS' COMPENSATION. Contractor agrees to provide workers'

compensation insurance for Contractor's employees and agents and agrees to hold

harmless and indemnify GP for any and all claims arising out of any injury,

disability, or death of any of Contractor's employees or agents.

 

         4.4 LIABILITY INSURANCE. Contractor agrees to maintain a policy of

insurance in the minimum amount of One Million Dollars ($1,000,000.00) to cover

any negligent acts or omissions committed by Contractor or Contractor's

employees or agents during the performance of any duties under this Agreement.

Contractor further agrees to indemnify and hold GP free and harmless from any

and all claims arising from any such negligent acts or omissions.

 

         4.5 INDEMNITY. Contractor agrees to indemnify, defend, and hold GP free

and harmless from all claims, demands, losses, costs, expenses, obligations,

liabilities, damages, recoveries and deficiencies, including interest,

penalties, attorneys' fees, and costs, that GP may incur as a result of a breach

by Contractor of any representation or covenant contained in this Agreement.

 

         4.6 ASSIGNMENT. Neither this Agreement or any duties or obligations

under this Agreement may be assigned by Contractor without the prior written

consent of GP.

 

5.       OBLIGATIONS OF GP.