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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.
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5.1 COOPERATION OF GP. GP agrees to comply with all reasonable
requests
of Contractor and provide access to all
documents reasonably necessary to the
performance of Contractor's duties under
this Agreement.
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5.2 PLACE OF WORK. If the "Description of Services" attached
hereto
specifies that Contractor's work shall be
provided on GP's premises, GP agrees
to furnish space on GP's premises for use
by Contractor while performing the
specified services.
5.3 ASSIGNMENT. Neither this Agreement nor any duties or
