EXHIBIT
10.3
INDEPENDENT
CONTRACTOR AGREEMENT .
This INDEPENDENT
CONTRACTOR AGREEMENT (this "Agreement"), is effective June 1, 2006,
between Broadcaster, Inc. (“BROADCASTER”), a California
corporation and Nolan Quan an individual residing in California
("QUAN") (collectively the “Parties”).
RECITALS
WHEREAS, BROADCASTER
desires to receive from QUAN and QUAN is willing to provide to
BROADCASTER certain consulting services related to the website
Broadcaster.com as described hereunder and pursuant to the terms
and conditions of this Agreement.
NOW, THEREFORE, in
consideration of the premises and agreements contained herein, the
Parties agree as follows:
1.
Sales and Account
Management Services .
(a)
QUAN shall make
available and provide to BROADCASTER, in accordance with the terms
and conditions of this Agreement, certain consulting services
related to the management and development of Broadcaster.com (the
"Services").
(b)
From time to time,
BROADCASTER may request and QUAN may make available and provide to
BROADCASTER, as the Parties may mutually agree, services in
addition to those set forth in Section 1(a) above ("Additional
Services"). Such Additional Services shall be exclusively reflected
in a separate service memoranda executed by both Parties and
attached hereto as addenda, and the terms of this Agreement shall
govern all such addenda.
(c)
QUAN shall perform and
provide the Services and any Additional Services for BROADCASTER in
substantially the same manner with the same degree of care, skill
and prudence exercised by QUAN for its own operations and QUAN
shall expend its best efforts on behalf of both BROADCASTER and
Broadcaster.com.
(d)
Subject to the
provisions of Section 6, QUAN shall afford to BROADCASTER, its
employees and authorized agents and representatives reasonable
access to all information related to the Services or the Additional
Services produced or generated by QUAN in the course of providing
the same, including without limitation, technical, economic and
business data, computer information data bases and the
like.
2.
Fees
.
(a) QUAN shall be paid
a one-thousand dollar (US $1,000.00) per month salary for each
month that QUAN performs Services in compliance with the terms of
this
contract.
From time to time, QUAN shall prepare and submit
to BROADCASTER an invoice for that month’s Services or
Additional Services rendered by QUAN in compliance with the terms
of this Agreement. BROADCASTER shall remit payment for said
invoices within seven (7) business days of receipt.
(b) QUAN acknowledges,
understands, and accepts that it is solely responsible for
calculating and paying any and all taxes due on QUAN’s draw
and commissions earned and paid under this Agreement.
3.
Expenses
(a)
Included Expenses.
BROADCASTER will reimburse QUAN for pre-approved: meals;
airfare; hotel; parking; and rental cars associated with travel to
meetings and other BROADCASTER designated engagements.
(b)
Discretionary Expenses.
From time to time, it may become necessary for QUAN to make
expenditures which are ordinarily excluded but which BROADCASTER
reasonably believes should be reimbursed. BROADCASTER, in its
sole discretion, may elect to reimburse said ordinarily-excluded
expenses. Each and every ordinarily-excluded expense shall be
reviewed on a case-by-case basis. Under no circumstances shall
AM’s decision to reimburse an ordinarily-excluded expense be
interpreted as a waiver of any provision of this Agreement.
4.
Agreement Term and
Termination .
(a)
QUAN shall provide the
Services and Additional Services to BROADCASTER hereunder for the
period beginning on June 1, 2006, and ending on June 1, 2009 or,
with respect to each particular Service or Additional Service, (i)
on the date specified in a notice of termination delivered pursuant
to Section 3(b) below with respect to such Service or Additional
Service prior to the termination of this Agreement; or (ii) on such
other date as is mutually agreed to by both Parties; or (iii) as
set forth in Article 2 above.
(b)
Broadcaster may
terminate any or all portions of the Services or Additional
Services by giving 90 days' prior written notice to QUAN. If either
party shall default in the performance of any of its material
obligations under this Agreement and shall fail or refuse to remedy
such default to the reasonable satisfaction of the other party
within 30 days after receipt of written notice, the non-breaching
party may immediately terminate this Agreement. If the default in
performance relates only to a specific Service or Additional
Service and such default is not a default in the performing of a
material obligation under this Agreement, termination will be
limited to termination of that Service or Additional Service on the
same terms as set forth in the immediately preceding sentence. If
any party shall become insolvent, be placed in receivership, make
an assignment for the benefit of creditors or seek relief or have a
petition filed against it under federal bankruptcy law, either
party may terminate this Agreement immediately upon written
notice.
(c)
If action by a federal,
state or other governmental regulatory agency materially affects a
party's rights or obligations hereunder, such party may terminate
any portion of the Services or Additional Services or this
Agreement by giving 30 days' prior written notice to the other, or
such shorter period as may be required by such agency or by Law
1 .
(d)
Expiration or
termination of all or a portion of this Agreement for any reason
shall not terminate the obligations described in Sections 6 and 7
which shall survive any such termination.
(e)
Expiration or
termination of this Agreement for any reason shall not terminate
either party's obligations or rights arising out of any act or
omission of such party occurring prior m such termination or
expiration.
5.
Relationship
.
(a)
Nothing in this
Agreement shall be deemed to create a partnership, joint venture,
agency relationship, or relationship of employer and employee
between the Parties. In performing the Services and Additional
Services, QUAN will at all times be an independent contractor and
neither pa
