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
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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.
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