INDEPENDENT CONTRACTOR AGREEMENT FOR
SERVICES
(Managing Director of UOMO Publishing Division)
THIS
AGREEMENT made and entered into this 11th day of December, 2007
(the “Effective Date”) by and between UOMO Media Inc.
, (“UOMO”) a Nevada Corporation, and Peter
Coquillard , a sole proprietor ("Independent Contractor")
c/o Carroll, Guido & Groffman, LLP, 1790 Broadway, 20
th Floor, New York, NY 10019, according to the
terms and conditions set forth below:
I.
SERVICES . UOMO hereby engages Independent
Contractor to render non-exclusive services as the Managing
Director of UOMO’s Publishing Division. Said services
shall include, but are not limited to (a) Establishing global
publishing administration deals; (b) Identifying and negotiating
publishing acquisitions; (c) Establishing co-writes; (d) Raising
private placement investments; and (e) such services usually and
customarily rendered by and required of persons engaged in the
capacity of Managing Director of Publishing Division.
Independent Contractor’s services shall be rendered in
a diligent and cooperative manner. Independent Contractor
warrants and represents that he possesses all necessary skills to
perform the services described herein and is free to enter into
this Agreement. The quality of services provided by
Independent Contractor is a matter of prime importance.
Should any portion of Independent Contractor's services be
unsatisfactory to UOMO, UOMO may reject the same. Independent
Contractor may take steps necessary to remove the cause or basis
for the disapproval by UOMO.
II.
TERM/TERMINATION . Independent Contractor will
commence performance of services for UOMO starting on the Effective
Date and will continue for a period of twelve (12) months until
December 10, 2008 (“Initial Term”) with the
understanding that either party may terminate Independent
Contractor's services at any earlier date with sixty (60) days
prior written notice and with no further obligation to the other
Party, except full payment for services rendered as agreed by the
parties herein. In the absence of the formal termination or
renegotiation of terms of this Agreement during the initial term,
this Agreement will automatically renew for periods of one year
(“Renewal Term”) with at least the same compensation
and the same terms of this Agreement.
III.
CASH COMPENSATION . In consideration for
services rendered, UOMO shall pay Independent Contractor and
Independent Contractor accepts the following: Fifty Thousand
United States Dollars (USD $50,000.00); to be paid as follows:
Advance of Eight Thousand, Three Hundred, Thirty-Three United
States Dollars and Thirty-Four cents (USD $8,333.34) due upon
signing with the balance to be paid in ten (10) equal monthly
installments of Four Thousand One Hundred, Sixty-Six Dollars and
Sixty-Six cents (USD $4,166.66) payable on the last day of each
month, beginning February 28, 2008.
IV.
OTHER COMPENSATION . UOMO desires to establish
Independent Contractor’s ownership interest in UOMO as an
incentive for Independent Contractor’s peak performance and
in furthering the corporate interests and welfare of UOMO.
(a)
RESTRICTED STOCK . UOMO hereby grants to
Independent Contractor Twenty-Five Thousand Dollars (USD
$25,000.00) worth of Restricted Stock Units (RSUs). The price
of the RSUs will be determined by the ten-day trading average at
the time of issue of the RSUs. The RSUs will vest on a
schedule to be determined by UOMO, and are subject to the six (6)
month waiting period from the time of issue for restricted stock
required by the United States Securities and Exchange Commission
Rule 144 which is an amendment to the Securities Act of 1933 (the
“Securities Act”) and the Securities Exchange Act of
1934 (the “Exchange Act”). RSUs will be granted
as follows: Amount equal to Fifty percent (50%) upon signing
with the balance to be granted in six (6) months.
(b)
STOCK OPTIONS.
(1). Grant of Options .
UOMO hereby grants to Independent Contractor a stock option
(“Option”) to purchase fifty thousand (50,000) shares
of common stock in a manner and subject to conditions outlined in
UOMO’s Share Option Agreement.
(2).
Exercise of Options/Shareholder Rights. The Options or
any portion thereof may be exercised by written notice to UOMO by
Independent Contractor, in accordance with UOMO’s Share
Option Agreement. Independent Contractor shall have no rights
as a stockholder in UOMO with respect to the Shares except to the
extent the shares have been exercised.
(c)
PRIVATE PLACEMENT COMMISSIONS . UOMO agrees to
remit to Independent Contractor a commission equal to ten percent
(10%) of Private Placement Investments only where the initial
contact and interest with the potential investor(s) is the direct
result of Independent Contractor’s efforts. Commissions will
be paid promptly after investment revenues are received by
UOMO.
V.
EXPENSES. The Company shall reimburse the Independent
Contractor for all appropriate business related expenses incurred
on behalf of the Company within 30 days of receiving satisfactory
written documentation and backup (sufficient to be audited and
included in the Company’s tax return) setting out the expense
incurred by the Independent Contractor subject to approval f
