INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is entered into as of November 28, 2006 by and between ARTISTdirect, Inc., a Delaware corporation (the “Company”), and Nicholas Turner, an individual (“Contractor”).

RECITALS

A.            Contractor resigned his position as the Company’s Vice President, Business Development, effective as of August 31, 2006.

B.            In order to provide for the availability of Contractor’s services to the Company, the Company and Contractor have agreed to enter into this Agreement.

C.            Concurrently with the execution and delivery of, and as a material inducement to the Company to enter into, this Agreement, Contractor has entered into and delivered a release to the Company (to which this Agreement is attached) (the “Release”).

D.            The Company’s management considers it in the best interests of the Company to foster the continued availability of Contractor, and Contractor agrees to provide services to the Company and its subsidiaries, in accordance with the terms hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1.             Consulting Services; Status.

(a)           During the Term (as defined in Section 6 below), Contractor shall make himself available to provide non exclusive consulting services to the Company and its subsidiaries, as set forth on Exhibit 1.  Contractor agrees to relocate from the Company’s offices to another location reasonably selected and paid for by him (including appropriate amounts of insurance); provided, that, Contractor shall be available to personally attend meetings at Company’s premises, or such other location, upon reasonable advance notice by the Company. Contractor will comply with the Company’s rules and policies relating to workplace conduct and security while at the Company’s premises.

(b)           It is mutually understood and agreed that the Contractor, while performing the responsibilities under this Agreement, is and shall at all times be, act, function, and perform all services and responsibilities in the legal capacity as an independent contractor.  It is mutually further understood and agreed that no work, act, commission or omission of any act by Contractor pursuant to the terms of this Agreement shall be construed to make or render the Contractor an employee of the Company, and Contractor shall have no authority to enter into contracts on behalf of or bind the Company, or represent himself as an employee, agent, authorized representative or officer of the Company.

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(c)           Contractor shall, at all times in the performance of his services hereunder, act in the best interests of the Company and shall use his best efforts to discharge and fulfill all of his obligations hereunder.  Contractor shall organize his business and affairs such that he is available on a first call, priority basis as to all matters affecting or relating to the Company.

(d)           Contractor shall, promptly upon request of the Company, make introductions and referrals to persons with which Contractor has had any material contact or negotiation regarding the Company or its Affiliates.

2.             Base Compensation; Commission.  During the Term, Contractor’s base monthly fee (“Base Fee”) and commission rate (“Commission”) will be as set forth on Exhibit 1.

3.             Bonus.  Consultant may be eligible to receive a cash bonus, as set forth on Exhibit 1 (the “Bonus”).

4.             Stock Options.  The Company shall endeavor, consistent with applicable law and its obligations to its stockholders and creditors, to register Contractor’s stock options to purchase shares of the Company’s common stock outstanding as of the date hereof on a Registration Statement on Form S-8.   The number of stock options currently granted to Contractor is set forth on Exhibit 2.  Contractor is not entitled to, and does not hold or possess (directly or indirectly) any stock, stock options or other forms of equity, equity derivatives, equity linked instruments or similar forms of compensation or equity in the Company or any of its affiliates.  Except as set forth in this Section 4, nothing in this Agreement shall affect the vesting, exercise, strike price or other terms and conditions of the option agreements and stock option plans under which such stock options were granted.

5.             Reimbursement; Benefits.

(a)           The Company agrees to reimburse Contractor for reasonable and necessary out-of-pocket expenses incurred during the Term that are directly related to performance of Contractor’s duties under this Agreement, to the extent such expenses are in accordance with the existing policies and procedures of the Company or are approved by the Company’s chief executive officer or chief financial officer.  In connection with, but not as limitation on, the foregoing, Contractor’s travel on behalf of the Company in connection with the performance of his duties hereunder shall be taken in a manner that is consistent with the Company’s past practice involving travel by Contractor during 2006.  Reimbursement is subject to Contractor providing the Company with copies of satisfactory documentation in sufficient detail to allow the Company to confirm the business nature of the expenses and to claim applicable deductions.

(b)           During the Term, the Company shall reimburse Contractor for monthly expenses associated with maintaining current health care coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), which currently equals $667.78 per month.  The Company shall not be obligated to provide any health care coverage that exceeds coverage provided by the Company as of August 31, 2006.  Except as required by applicable law or as otherwise set forth herein, the Company shall have no obligation to provide any other benefits to Contractor during the Term.

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6.             Term.  The term (the “Term”) of this Agreement shall commence as of September 1, 2006 (the “Effective Date”) and shall terminate on April 30, 2007; provided that the Term may end earlier in accordance with Section 9 below.

7.             Rights to Works; Confidentiality.  In return for the consideration described herein, Contractor agrees as follows:

(a)           All inventions, trade secrets, ideas, recordings, original works of authorship or other work product of any kind that Contractor conceives, develops, discovers or makes in whole or in part in the course or scope of his services hereunder or to the Company, and contributions thereto (hereinafter referred to as “Work Product”) shall belong solely and exclusively to the Company.  The Company shall have the perpetual and exclusive right to use, exhibit, distribute, or license throughout the universe, any Work Product or part thereof in which Contractor’s services with the Company are utilized in all forms of audio, visual, textual, digital, electronic or other distribution that are now known or may hereafter exist, and otherwise exploit such Work Product in such media, forums and for such uses throughout the universe as it deems appropriate.  All revenues derived by the Company from the use, exhibition, distribution, licensing, or other exploitation of such Work Product shall be the sole and exclusive property of the Company.

(b)           To the extent that Work Product is considered: (i) a contribution to collective works and/or (ii) a part or component of audiovisual works, the parties hereby expressly agree that Work Product shall be considered “works made for hire” under the United States Copyright Act of 1976, as amended (17 U.S.C.  Section 101 et seq.).  In accordance therewith, the sole right of copyright in and to the Work Product shall belong exclusively to the Company in perpetuity.  To the extent that the Work Product is deemed a work other than a contribution to a collective work and/or a part or component of an audiovisual work, Contractor hereby irrevocably assigns and transfers to the Company to the maximum extent permitted by law all right, title and interest in the Work Product, including but not limited to, all copyrights, patents, trade secret rights, and other proprietary rights in or relating to the Work Product.  At the Company’s reasonable written request and sole expense, Contractor shall execute, verify, acknowledge, deliver and file any and all formal assignments, recordations and any and all other documents that the Company may prepare to give effect to the provisions of this Agreement.  In furtherance of the foregoing, Contractor hereby and irrevocably constitutes and appoints the Company, with full power of substitution, to be Contractor’s true and lawful attorney, in his name, place, and stead, to execute, acknowledge, swear to, and file all instruments, conveyances, certificates, agreements, and other documents, and to take any action which may be necessary or appropriate to effect the provisions of this Section 7.  The powers of attorney granted herein shall be deemed to be coupled with an interest and shall be irrevocable.

(c)           It is understood that the rights granted to the Company in this Section 7 shall continue in effect after the termination or expiration of this Agreement.

(d)           All provisions of this Agreement relating to the assignment by Contractor of any invention or innovation are subject to the provisions of California Labor Code Sections 2870, 2871 and 2872.  In accordance with Section 2870 of the California Labor Code, the obligation to assign as provided in this Agreement does not apply to an invention or innovation that Contractor developed entirely on his own time without using the Company’s equipment,

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supplies, facilities, or trade secrets except for those inventions that either: (i) relate to either (A) the business of the Company or any of its subsidiaries at the time of conception or reduction to practice of the invention, or (B) actual or demonstrably anticipated research or development of the Company or any of its subsidiaries; or (ii) result from any work performed by Contractor for the Company or any of its subsidiaries.  A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to this Agreement as Exhibit 3.

(e)           Contractor shall disclose all inventions and innovations to the Company, even if he does not believe that he is required under this Agreement, or pursuant to California Labor Code Section 2870, in order to assign his interest in such invention or innovation to the Company.  If Contractor and the Company disagree as to whether or not an invention or innovation is included within the terms of this Agreement, it will be Contractor’s responsibility to prove that it is not included.

(f)            Contractor shall, at the request of the Company, enter into the Company’s standard confidentiality agreement for, and otherwise comply with the Company’s standard policies regarding confidential information that are applicable to, its employees and/or contractors (as such agreement and policies may be modified and/or updated from time to time).  In the event that such confidentiality agreement or policies conflict with the provisions of any of the terms and conditions of this Agreement, this Agreement shall govern to the extent of the such conflict.

8.             Covenant Not to Compete or Solicit.

(a)           Beginning on the date hereof and ending on the later of: (i) April 30, 2007 or (ii) the date of termination of Contractor’s services with the Company (the “Non-Competition Period”), Contractor shall not (other than on behalf of the Company), without the prior written consent of the Company, engage in a Competitive Business Activity (as defined below) anywhere in the Restricted Territory (as defined below). For all purposes hereof, the term “Competitive Business Activity” shall mean: (i) engaging or investing in, managing or directing persons engaged in, or otherwise providing financial or other support to, any business, persons or entities acting, or proposing or planning to act, in competition with the Company or any of its affiliates or subsidiaries; (ii) acquiring or having an ownership interest in any entity that competes (or which is intended or anticipated to compete) with the Company or any of its affiliates or subsidiaries; or (iii) participating in the operation or control of any firm, partnership, corporation, entity or business that competes (or which is intended or anticipated to compete) with the Company or any of its affiliates or subsidiaries.  For all purposes hereof, the term “Restricted Territory” shall mean in any State of the United States of America, or in any foreign country in which the Company or an affiliate or subsidiary of the Company is conducting such Competitive Business Activity.  Notwithstanding the foregoing, Contractor’s services for a company whose primary business is e-commerce shall not be deemed engagement in a “Competitive Business Activity” as defined herein.

(b)           During the Non-Competition Period, and for a period of twelve (12) months thereafter, the Contractor shall not approach, solicit, encourage or take any other which could cause, induce or encourage, or could reasonably be expected to have the effect of causing, inducing or encouraging, any employee, customer, client or vendor of the Company or any of its

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subsidiaries to terminate, modify or change his or her employment or other relationship with the Company or its subsidiaries or affiliates.  Notwithstanding the foregoing, and during the term of this Agreement, Contractor may approach customers and clients of the Company for the purpose of advancing the Company’s sales, revenues and goodwill with such customers and clients (and Contractor shall regularly update the Company as to any actual or proposed contacts with current and prospective customers and clients of the Company).

(c)           The covenants contained in Section 8(a) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision of the Restricted Territory. The parties acknowledge that the Competitive Business Activity is and will be national and international in scope and thus the covenants in this Section 8 would be particularly ineffective if the covenants were to be limited to a particular geographic area of the United States. If any court of competent jurisdiction at any time deems the Non-Competition Term unreasonably lengthy, or the Restricted Territory unreasonably extensive, or any of the covenants set forth in Section 8 not fully enforceable, the other provisions of Section 8, and this Agreement in general, will nevertheless stand and to the fullest extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Restricted Term be deemed to be the longest period permissible by law, but not in excess of the length provided for in Section 8(a)), and the Restricted Territory be deemed to comprise the largest territory permissible by law under the circumstances, but not in excess of the territory provided for in Section 8(a) and Section 8(b).

(d)           Notwithstanding the foregoing, the Company understands that during the Term, Contractor may seek employment or other consulting assignments.

9.             Termination.

(a)           The Company shall have the right, upon written notice to Contractor, to immediately terminate this Agreement and Contractor’s services with the Company for “Cause.”  Upon such termination, Contractor will have no further right to compensation or payments under Sections 2 or 3 or Exhibit 1.  For purposes of this Agreement only, “Cause” shall mean the determination by the Company in the exercise of its sole discretion, of any of the following:  (i) Contractor’s financial dishonesty, including, without limitation, misuse, misappropriation or embezzlement of the funds or property of the Company or any subsidiary or affiliate, falsification or alteration of any Company or subsidiary of affiliate documents or records or any unauthorized attempt by Contractor to take any business or business opportunities of the Company or any subsidiary or affiliate for Contractor’s own personal gain or benefit (or the gain or benefit of any other person or entity); (ii) Contractor’s unauthorized or improper use or disclosure of the Company or any subsidiary or affiliate’s confidential or proprietary information, or trade secrets; (iii) any action by Contractor that has or is likely to have a material detrimental or adverse effect on the Company or any subsidiary’s or affiliate’s reputation, business or prospects (including, without limitation, making or causing to be disseminated any disparaging comments regarding management or the Company); (iv) Contractor’s failure, refusal or inability to perform any material duties contemplated by this Agreement; (v) negligent, reckless or willful misconduct in performance of Contractor’s duties; (vi) any material breach by

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Contractor of any agreement between Contractor and the Company or any subsidiary or affiliate; (vii) Contractor’s conviction (including any plea of guilty or nolo contendere) of any felony or the commission of any other material act or material omission involving dishonesty, disloyalty or fraud with respect to the Company, its subsidiaries or affiliates, any customer, supplier or other material business relations; (viii) Consultant entering into (A) any full time employment or consulting arrangement with any person or entity other than the Company or its subsidiaries or (B) any other arrangement that, in the case of this subclause (viii)(B), the Company determines it is reasonably likely to conflict with the provisions of Sections 1, 7, 8 and/or Exhibit 1 of this Agreement, or (ix) a material or willful violation by Contractor of the Company policies, including, without limitation, policies on prohibition of unlawful harassment and insider trading; provided, that with respect to the events described in subclauses (iii), (iv), (v), (vi), (viii) or (ix) to the extent the matter giving rise to “cause” is capable of being cured without cost, liability, or reputational damage to the Company or its affiliates (in each case as determined by the Company in the exercise of its reasonable discretion) then the Company may give Consultant a reasonable period to cure such breach in all respects (but not more than thirty (30) days).

(b)           The Company shall have the right to terminate this Agreement and to terminate Contractor’s services with the Company after the occurrence, and during the continuance, of any “Disability” upon thirty (30) days written notice to Contractor.  For purposes of this Agreement only, “Disability” means Contractor’s incapacity to perform the essential functions of his duties with or without reasonable accommodation as required hereunder for sixty (60) days or more because of mental or physical condition, illness or injury, consistent with applicable state and federal law.  In the event of any dispute regarding the existence of Contractor’s Disability, the matter shall be resolved by the determination of a physician qualified to practice medicine in the State of California, selected by the Company and reasonably approved by Contractor.  For this purpose, Contractor will submit to appropriate medical examinations.

(c)           This Agreement shall automatically terminate upon the event of Contractor’s death.

(d)           Contractor may terminate this Agreement for any reason upon ten (10) business days’ prior written notice to the Company.

(e)           The Company may terminate this Agreement at its option effective as of December 31, 2006 by a one-time payment to Contractor of $30,000 in the aggregate.  Such right of termination may be exercised (if at all) by delivery of notice of termination to Contractor at any time after the Base Fee for December 2006 has been made and on or prior to December 20, 2006.  The one-time payment of $30,000 shall be due no later than six (6) business days following delivery of written notice of termination, but in no event later than December 31, 2006.

(f)            No termination of this Agreement, regardless of the reason therefor or circumstances thereof, shall terminate or modify any of the obligations and agreements of the parties under Section 5 (to the extent Contractor has not theretofore been provided with the payments required to be made thereunder), Sections 6-19, and Contractor’s obligation to reimburse certain loan amounts and advance commissions (as more fully set forth on Exhibits 1 and 5), all of which shall continue in full force and effect following termination.

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10.          Contractor’s Tax Obligations; Insurance Coverage.  All fees, compensation, payments and other benefits payable or provided under this Agreement shall be construed to include local, state or federal sales, use, excise, personal property or other similar taxes or duties, and any such taxes shall be assumed and paid for by Contractor. Contractor shall be solely responsible for and shall make proper and timely payment of any withholding or other taxes, such as Contractor’s estimated state and federal income taxes, employment taxes and self-employment taxes.  Contractor shall maintain appropriate insurance coverage, as may be required by applicable law, in each case, for the benefit of Contractor (which coverage shall name the Company and its subsidiaries as additional insureds).

11.          Securities Laws; Insider Trading Policies.

(a)           Contractor agrees to comply with all provisions of the securities laws of the United States.

(b)           Contractor agree