INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement |
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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 ini






