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EXHIBIT 99.1
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INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made and entered into as of July 15, 2005 (the
"Effective
Date"), by and between SEMOTUS SOLUTIONS, INC. (the "Company"),
a Nevada
corporation, located at 16400 Lark Ave., Suite 230, Los Gatos,
CA 95032 and
MULTI MEDIA GROUP INC. ("Independent Contractor"), with primary
address at 223
Walt Whitman Rd., Suite 17 Huntington Station, NY 11741. The
Company and
Independent Contractor may be referred to herein as "Party" or
collectively as
"the Parties."
RECITALS:
A. Whereas, Independent Contractor is an independent
contractor
capable of providing certain services related to marketing the
Company's various
products and services as hereafter provided; and
B. Whereas, Company is in need of certain product marketing
services, and desires to hire Independent Contractor to perform
such services
upon the terms and conditions as are hereinafter provided.
NOW THEREFORE, in consideration of the mutual covenants and
conditions set forth
in this Agreement and other good and valuable consideration, and
with the intent
to be legally bound hereby, the Company and Independent
Contractor agree as
follows:
1. SERVICES: The Company hereby appoints the Independent
Contractor on a
non-exclusive basis to perform certain functions and services,
related to
marketing the Company's software products and services. The
specific marketing
plan details for these marketing services is attached hereto as
Exhibit A and
incorporated herein. It is the express intention of the Parties
that Independent
Contractor is an independent contractor and not an employee,
agent, joint
venture or partner of the Company.
2. COMPENSATION. Independent Contractor shall be compensated as
follows:
The Company shall pay to Independent Contractor a sum of twenty
thousand dollars
($20,000), and, subject to applicable securities laws, the
Company hereby agrees
to issue to the Independent Contractor up to a maximum total of
one hundred
thousand (100,000) restricted common shares (the "Shares") in
the capital of the
Company, as follows:
(a) fifty thousand (50,000) restricted shares will be issued as
soon as
practicable following the full execution of this Agreement;
and
(b) the balance of the fifty thousand (50,000) shares may be
issued, at
the Company's sole discretion and upon the Company's acceptance
of
certain deliverables, as represented and set forth in Exhibit
A.
Independent Contractor shall not be eligible for any
employment
benefits, including health insurance, paid vacation time, sick
days and
personal days.
Piggyback Registration Rights. If (but without any obligation to
do so) the
Company proposes to register any of the Shares on a registration
statement
(other than a registration relating solely to the sale of
securities to
participants in a Company stock plan, a registration relating to
a corporate
reorganization or other transaction under Rule 145 of the Act, a
registration on
any form that does not include substantially the same
information as would be
required to be included in a registration statement covering the
sale of the
Shares, a registration in which the only Shares being registered
are Shares
issuable upon conversion of debt securities that are also being
registered, or
if there is a managing underwriter of the offering of shares
referred to in the
registration statement and such managing underwriter advises the
Company in
writing that the Shares proposed to be included in the offering
will have an
adverse effect on its ability to successfully conclude the
offering), Company
shall, at such time, promptly give the Holder written notice of
such
registration. Upon the written request of the Holder given
within ten (10) days
after mailing of such notice by Company, Company shall, subject
to the final
approval of the other holder(s) of securities (including the
underwriter, if
applicable) intended to be included on such registration
statement, use all
reasonable efforts to cause to be registered under the Act all
of the Shares
that the Holder has requested to be registered. Unless otherwise
approved by
Company, the Holder shall have the right to include its Shares
in no more than
one registration statement filed by Company in accordance with
this Section.
Company shall have the right to terminate or withdraw any
registration initiated
by it under this Section prior to the effectiveness of such
registration. The
expenses of such withdrawn registration shall be
<PAGE>
borne by Company.
3. Expenses. Independent Contractor shall be responsible for all
costs and
expenses incident to the performance of the services hereunder,
including but
not limited to, all costs of travel and all other costs of doing
business. Any
expenses that the Company determines it will reimburse
Independent Contractor
for must be pre-approved in writing by the Company, and
Independent Contractor
must have all appropriate back-up documentation related to the
expense.
4. Term and Termination. The term of this Agreement shall begin
as of the
Effective Date and run until all the deliverables set forth on
Exhibit A are
completed to the satisfaction of the Company. The Agreement
shall only be
renewed upon both parties prior written consent. Upon
termination of the
Agreement for whatever reason, Independent Contractor shall
immediately deliver
all materials and information created by Independent Contractor
during the term
of this Agreement to the Company and return any Company
equipment it may have in
its possession.
5. Taxes.
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