FreedomManagementConsultingAgreement GeorgeVanous2014 .pdf
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Freedom! Management Consulting Agreement
This Independent Recruiter Consultant Agreement (the “
”) dated as Apr 1, 2014
”), is between
any.TV Limited DBA Freedom!
, a Limited Liability company with its head office located
at 10 A Seapower Ind. Centre, 177 Hoi Bun Rd. Kwun Tong, Kowloon, Hong Kong (the “
the undersigned at the Effective Date.
The Company and the Consultant (individually the “
” or collectively the “
”) agree as follows:
The Company is a YouTube MCN utilizing online web services.
The Consultant is an independent consultant, in the business of content creation,
management, distribution, and brand development. See Appendix A for details.
The Company hereby employs the services of the Consultant as an independent contractor
and the Consultant hereby accepts such employment.
As used in this Agreement, the term “Services” shall pertain to the services in 1.2.
The Consultant shall:
Have access to information that may be reasonably required by the Consultant to
perform the Services hereunder.
Submit his output to such persons as designated in writing by the Company, from
time to time.
As used in this Agreement, the term “Work Product” shall mean all the products that are
generated by the Consultant, solely or jointly, in the process of providing the Services. This
refers to both physical products, as well as any and all Intellectual Property Rights.
All rights and title to the Work Product shall be the sole and exclusive property of the
In the event that the Consultant incorporates in the Work Product, any material that
it has produced and owns prior to the Agreement, the Consultant shall grant, and
hereby grants, a royaltyfree and irrevocable license to use the incorporated
material in connection with the Work Product in any manner consistent with this
The Consultant shall not incorporate any material into the Work product, that it
does not hold the rights to, and warrants that it shall not knowingly incorporate any
such material that would infringe on the Intellectual Property Rights of a third party.
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In consideration of the Services of the Consultant, the Company agrees to pay the
Consultant $110,000 per month.
The Consultant shall be responsible for the payment of all taxes and fees that may arise
from the compensation paid by the Company by virtue of this Agreement.
As used in this Agreement, the term “
” shall mean all trade
secrets or confidential or proprietary information of any type or kind, in any medium,
whether or not marked or identified as trade secret or confidential or proprietary, that is not
generally known outside of the Company and that a reasonable person would understand
the information to be confidential by its nature, including (i) the fact that Proprietary
Information was made available; (ii) the contents of this Agreement; and (iii) all notes,
analyses, compilations, studies and other documents which contain, reflect or are based
upon Proprietary Information.
The Consultant shall hold in confidence, and shall not disclose any Proprietary Information
to any third party. The Consultant shall use such Proprietary Information only for the
purpose for which it was disclosed, and shall not use or exploit such Proprietary Information
for any other reason, without the prior written consent of the Company. The Consultant
shall disclose Proprietary Information received by it, only to employees or other consultants
of the Consultant or the Company, who have a need to know such Proprietary Information
in the course of the performance of the Services, and who are bound in writing, to protect
the confidentiality of such Proprietary Information, under conditions consistent with the
terms and conditions of this Agreement. The Consultant shall be responsible for any
disclosure or misuse of Proprietary Information, which results from its failure to comply with
The obligations of the Consultant specified in Section 5.2 above shall not apply, and the
Consultant shall have no further obligations, with respect to any Proprietary Information to
the extent that such Proprietary Information:
is generally known to the public at the time of disclosure or becomes generally
known through no wrongful act on the part of the Consultant;
is in the possession of the Consultant at the time of disclosure by the Company to
the Consultant, otherwise than as a result of a breach of any legal obligation;
becomes known to the Consultant through disclosure by other sources having the
legal right to disclose such Proprietary Information; or,
is required to be disclosed by the Consultant, to comply with applicable laws or
governmental regulations; provided that, the Consultant provides prior written
notice of such disclosure and takes reasonable and lawful actions, to avoid and/or
minimize the extent of such disclosure.
The Consultant shall, upon the termination of this Agreement or upon request of the
Company, return all drawings, documents and other tangible manifestations of Proprietary
Information received from the Company, pursuant to this Agreement (and all copies and
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The Consultant’s duty to protect the Company’s Proprietary Information shall survive
expiration or termination of this Agreement, and shall expire four (4) years from the date of
disclosure of such Proprietary Information.
COMMENCEMENT AND TERMINATION
The Agreement shall commence on the Effective Date.
The Agreement shall remain in effect until the completion of the Services, or until it is
terminated in accordance with the provisions provided in Article 6.3 and 6.4.
Either party may terminate the Agreement, without cause, and without liability, by giving
written notice of termination to the other of not less than thirty (30) days.
Either party may terminate this Agreement immediately in the event of a material default in,
or material breach of, any of the terms or conditions of this Agreement by the other party
(the “Breaching Party”) if such default or breach is not cured within fifteen (15) days after
receipt of the written notice, specifying the breach in reasonable detail. Without limitation,
the following shall constitute an event of material breach: (i) violation of any term of this
Agreement; or, (ii) the death or physical or mental incapacity of the Consultant, as a result
of which the Consultant becomes unable to continue the proper performance of the
NONSOLICIT, NONCOMPETE, AND NO CONFLICT OF INTEREST
The Consultant may engage in other business activities; provided that, for the term of this
Agreement and for a period of one (1) year hereafter, the Consultant shall not undertake any
work, favor or any kind of service for any existing or former client or associated party of the
Company without the explicit written permission of the Company. Neither shall Consultant
solicit or encourage any third party, to undertake any work, favor or any kind of service for
any existing or former client or associated party of the Company; or, solicit any employee or
former employee of the Company to work for the Consultant, without the explicit written
permission of the Company.
The Consultant agrees, that for the term of this Agreement and for a period of one (1) year
hereafter, the Consultant shall not, directly or indirectly, either as owner, partner, associate,
investor, agent, consultant, consultant, employee, employer, officer, director or in any other
capacity whatsoever engage in a business that directly competes with the Company’s line of
The Consultant represents and warrants that it has no interest and will not acquire any
interest, direct or indirect, which would conflict or be likely to conflict in any manner with the
performance of the Services. The Consultant further warrants, that in the performance of the
Services it will not engage any employee or consultant having any such interest.
The Consultant is an independent contractor and nothing contained in this Agreement shall
be deemed or interpreted to constitute the Consultant as a partner, agent or employee of the
Company, nor shall either party have any authority to bind the other.
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This Agreement supersedes all prior agreements, written or oral, between the Consultant
and the Company relating to the subject matter of this Agreement. This Agreement may not
be modified, amended or discharged, in whole or in part, except by an agreement in writing
signed by the Consultant and the Company.
This Agreement shall be construed and interpreted in accordance with the laws of Hong
Kong, without giving effect to any choice of law or conflict of law provisions.
The Parties agree that all disputes arising out of or in connection with the Agreement shall
be finally settled under the Rules of Arbitration of the International Chamber of Commerce by
one or more arbitrators appointed in accordance with the said Rules. Unless otherwise
agreed the venue of arbitration shall be Hong Kong.
The failure of either Party to enforce any of the terms hereof will not be construed as a
waiver of future enforcement of that or any other term. If any provision of this Agreement or
the application thereof to any party or circumstances shall, to any extent, now or hereafter be
or become invalid or unenforceable, that provision shall be enforced to the fullest extent
permissible so as to effect the intent of the parties and the remainder of this Agreement shall
not be affected thereby, and every other provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
The following provisions of this Agreement shall survive the termination of this Agreement: 3,
5, 8.3, 8.5 and all other provisions of this Agreement that by their nature extend beyond the
termination of this Agreement.
IN WITNESS WHEREOF
, the parties have entered into this Agreement as of the Effective Date
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Roles and responsibilities
● As the CEO, create and drive the execution of the Freedom! company vision and
● Grow Freedom! to a sufficient size to allow for a favorable liquidation event
● Set the technology and product goals to achieve this revenue goal
● Build the team and the community around the Freedom! brand
● Communicate the Freedom! message through YouTube video on The George Show
● Spread Freedom! to all verticals, not just gaming, on many platforms, not just YouTube
● Create separate Freedom!owned brands in gaming, music and other verticals
● Create industry partnerships with premium content publishers, like music labels and
world news agencies
Fixed $110,000 / month salary justification
● George created Freedom! and the team from nothing with $400,000 seed funding
● George pitched Google to give us two fulls MCNs, one for fingerprinting and monetizing
music sound recordings and one for video (most MCNs do not have music)
● Freedom! became profitable in 5 months, and as of Apr 1, 2014, Freedom! has an
annual runrate of $200,000 gross and $20,000 net. See the latest earnings report at
● George projects $10 million gross and $1 million net in 2014 fiscal year (Apr 1, 2014
Mar 31, 2015)
● George projects $30 million gross and $5 million net in 2015 fiscal year (Apr 1, 2015
Mar 31, 2016)
● George’s goal is to do a Freedom! IPO on NASDAQ after we reach $100M annual gross