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1 3.27 Form: Independent Consulting Agreement AGREEMENT made between NATIONAL MULTIMEDIA INC. having its principal place of business at Penn Plaza, New York, N.Y. ("Producer") and Mr. Joseph Technician, (the "Technician"), residing at High Ridge Road, Stamford, CT. 1. Independent Consulting Services Producer hereby retains Technician and Technician hereby agrees to perform consulting services relating to the production and development of interactive software upon the terms and conditions contained herein and at consulting fees as set forth on Exhibit A hereto. This Agreement shall commence on the date hereof and shall remain in effect for an indefinite time until terminated by either party giving the other party notice of termination at least thirty (30) days prior to the effective date of termination. 2. Work Made For Hire Technician hereby agrees that all work, including developments, designs, inventions, improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Technician makes or conceives, either solely by Technician or jointly with others and either on or off Producer's premises, relating to any actual or planned product, service or activity of Producer of which Technician has knowledge or suggested by or resulting from any work performed by Technician for Producer (a "Development") shall be considered to be "work made for hire" under the U.S. Copyright Act, 17 U.S.C. ß\x11101 et seq. and shall be owned exclusively by Producer. In the event that any such Development, or portion thereof, is not construed to be a work made for hire, Technician hereby assigns to Producer, and will in the future upon Producer's request confirm such assignment to Producer, of all right, title and interest in such Development or portion thereof. Technician agrees that it has no proprietary interest in any Developments, including any patent, copyright, trademark and trade secret rights. Technician agrees that it shall provide necessary assistance to protect, enforce or perfect Producer's rights and interests in such patents, copyrights and 2 trademarks and that Technician shall not register, file or obtain any patent, copyright or trademark relating to any of the Developments in its own name. 3. Independent Contractor Technician acknowledges that it is solely an independent contractor and consultant. Technician further acknowledges that it does not consider itself to be an employee of Producer, and is not entitled to any Producer employment rights or benefits. Technician shall not be supervised by Producer. Technician shall provide his own invoices for payment, on its own letterhead. 4. Confidential Information Technician recognizes and acknowledges that in the course of performing services for Producer, Technician shall have access to Producer confidential information concerning its business affairs, finances, properties, methods of operation, product plans, identities of licensors, distributors, joint venturers and other data. All such information is hereinafter collectively referred to as "Confidential Information." 5. Non-Disclosure Technician agrees that, except as directed by Producer, Technician will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not during the term of this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for its own benefit or the benefit of others, any Confidential Information. Except as directed by Producer, Technician will not permit any person other than Producer, its authorized agents or representatives, to examine and/or make copies of any software, videos, programs, reports or any other materials or documents prepared by Technician or that come into Technician's possession or under Technician's control by reason of Technician's services hereunder, and that upon termination of this Agreement Technician will turn over to Producer 3 all documents, papers and other matter in his possession or under his control that relate to Producer. 6. Injunctive Relief Technician acknowledges that the unauthorized disclosure of any Confidential Information will give rise to irreparable injury to Producer, inadequately compensable in damages. Accordingly, Producer may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Technician further acknowledges and agrees that in the event of the termination of this Agreement his experience and capabilities are such that he can obtain a consulting arrangement or employment in business activities which are either (1)\x11of a different or non-competing nature with his activities as a consultant for Producer, or (2)\x11are carried on in a different geographic location; and that the enforcement of a remedy hereunder by way of injunction will not prevent him from earning a reasonable livelihood. Technician further acknowledges and agrees that the covenants contained herein are necessary for the protection of Producer's legitimate business interests and are reasonable in scope and content. 7. Non-Competition If this Consulting Agreement terminates for any reason, Technician will not, for a period of two years from the date of termination, have any business dealings whatsoever, either directly or indirectly through associates with any customer, client or licensor of Producer or its subsidiaries or any person or firm with whom Technician has made contact in connection with his consulting activities for Producer. In the event of an actual or threatened breach by Technician of the provisions of this paragraph, Producer shall be entitled to injunctive relief restraining Technician from the breach or threatened breach. Nothing herein shall be construed as prohibiting Producer from pursuing any other remedies available to Producer for such breach or threatened breach, including the recovery of damages from Technician. 4 8. Enforceability The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Technician against Producer whether predicated on this Agreement or otherwise. 9. Governing Law This Agreement shall be construed in accordance with the laws of the State of New York. 10. Entire Agreement This Agreement contains the entire agreement of the parties relating to the subject matter hereof. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to Technician at his address as the same appears on the books and records of Producer or to Producer at its principal office, attention of the President, or otherwise as directed by Producer, from time to time. IN WITNESS WHEREOF, Producer and Technician have duly executed this agreement. NATIONAL MULTIMEDIA CORP. By:___________________________ Date:_________________________ _____________________________ JOSEPH TECHNICIAN Date:________________________