Preview | Consultant Agreement | Asset Strategies, Inc.; Judith Frank; Liquid Audio Inc

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Consultant Agreement

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Title:

Consultant Agreement

Entities:

Liquid Audio, Inc.; Asset Strategies, Inc.; Judith Frank; Liquid Audio Inc

Date:

2003

Size:

Preview shows 3KB of 14KB total

Price:

$36

ID:

#149052

► Fee Agreements ► Function ► Consulting (Transition Services);
► Fee Agreements ► Consultant Agreements
► Technology ► Software & Programming

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                              CONSULTANT AGREEMENT



          AGREEMENT made as of November 25, 2002, between LIQUID AUDIO, INC., a

Delaware corporation (the "Company"), and Asset Strategies, Inc. and its

employee, Judith Frank (the "Consultant").



          WHEREAS, the Company desires to benefit from the Consultant's business

acumen and commercial expertise by retaining the Consultant under this

Agreement; and



          WHEREAS, the Consultant, in accordance with the terms and provisions

set forth below, desires to be retained by the Company under this Agreement and

to advise and consult with the Company regarding matters relevant to her areas

of expertise.



          NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree as

follows:



                                    ARTICLE I



                                    SERVICES



          1.01. Services. The Consultant agrees to advise and consult with the

executive management of the Company on such matters as the Board of Directors or

any committee thereof requests of the Consultant from time to time (the

"Services"). Nothing contained in this Agreement shall prevent the Consultant

from engaging in any business, charitable or personal activities that do not

interfere with her ability to perform the Services.



          1.02. Term. This Agreement shall become effective on the date hereof

and shall terminate at the request of the Board of Directors or terminated

earlier pursuant to Section 2.04 hereof at the direction of the Board of

Directors (the "Term").



          1.03 Confidential Information. (a) The Consultant shall not, during

and after the Term, without the prior written consent of the Company, directly

or indirectly, use any Confidential Information (as defined below) in any way,

or divulge, disclose or make available or accessible any Confidential

Information to any person, firm, partnership, corporation, trust or any other

entity or third party, other than when required to do so in good faith to

perform the Services under and in accordance with this Agreement or when

required to do so by a lawful order of a court of competent jurisdiction. In

addition, the Consultant shall not create any derivative work or other work

product based on or resulting from any Confidential Information, except in good

faith in order to provide the Services under and in accordance with this

Agreement.



     (b)  The Consultant shall at all times use her best efforts to safeguard

any  Confidential  Information  in her  possession  or  under  her  control.  In

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