UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
PLAYBOX
(US) INC.
(Name of
Issuer)
Shares
of Common Stock, par value $0.001 per share
(Title of
Class of Securities)
(CUSIP
Number)
JABECO
INC.
Leopold
House
Bayfront,
Roseau
Commonwealth
of Dominica
00
662 664 3953
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER
25, 2008
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
1.
|
Names
of Reporting
Person:
Jabecon
Inc.
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|
I.R.S.
Identification Nos. of above person (entities
only):
N/A
|
2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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4.
|
Source
of Funds (See Instruction):
OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e):
o
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6.
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Citizenship
or Place of Organization:
Commonwealth
of Dominica
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Number
of
Shares
Beneficially
Owned
by
Reporting
Person
With:
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7.
|
Sole
Voting Power:
9,000,000
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8.
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Shared
Voting Power:
-0-
|
9.
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Sole
Dispositive Power:
9,000,000
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10.
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Shared
Dispositive Power:
-0-
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11.
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Aggregate
Amount Beneficially Owned by Reporting Person:
9,000,000
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (
See
Instructions
):
(1)
|
13.
|
Percent
of Class Represented by Amount in Row (11):
16,61%
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14.
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Type
of Reporting Person (
See
Instructions):
CO
|
(1) Based
on 54,186,299 shares of the Issuer’s common stock issued and outstanding as of
January 12, 2009.
The class
of equity securities to which this statement relates is shares of common stock,
par value $0.001 per share (the “Shares”), of Playbox (US) Inc., a Nevada
corporation (the “Issuer”). The principal executive offices of the
Issuer is Suite 3.19, 130 Shaftesbury Avenue, London, United Kingdom, W1D
5EU.
ITEM
2.
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IDENTITY
AND BACKGROUND
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A.
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Name
of Person filing this Statement:
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This
statement is filed by Jabeco Inc. (the “Reporting Person”). By
signing this statement, the Reporting Person agrees that this statement is
filed on its behalf.
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B.
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Residence
or Business Address:
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The
business address of the Reporting Person is Leopold House, Bayfront,
Roseau, Commonwealth of Dominica.
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C.
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Present
Principal Occupation and Employment:
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The
Reporting Person’s present principal business operations are as a music
industry consulting firm.
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D.
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Criminal
Proceedings:
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During
the past five years, none of the principals of the Reporting Person have
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
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E.
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Civil
Proceedings:
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During
the past five years, none of the principals of the Reporting Person have
been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The
source of funds related to execution of a five year consulting services
agreement pursuant to which the Issuer agreed to issue to the Reporting Person
an aggregate of 9,000,000 shares of its restricted common stock.
ITEM
4.
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PURPOSE
OF TRANSACTION
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The
Reporting Person is filing this Schedule 13D relating to the execution of a
five-year consulting agreement (the “Consulting Agreement”) between the Issuer
and the Reporting Person dated November 25, 2008. In accordance with the terms
and provisions of the Consulting Agreement: (i) the Reporting Person agreed to
provide consulting services to the Issuer in the area of securing music content
from Asia in the form of music video content, music distribution technology,
music distribution through Asian channels and portals, both online and on mobile
networks, and other directly related advisory services; and (ii) the Reporting
Person agreed to accept the issuance of the 9,000,000 shares of restricted
common stock in consideration of of services to be provided under the Consulting
Agreement.
Subject
to all relevant securities law restrictions, the Reporting Person may acquire or
dispose of securities of the Issuer from time to time in the open market or in
privately negotiated transactions with third parties, subject to and depending
upon prevailing market conditions for such securities.
Except as
otherwise disclosed herein, the Reporting Person has no current plans or
proposals that relate to or would result in:
(a)
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the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
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(b)
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any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a
sale or transfer of a material amount of the assets of the Issuer or any
of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
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(e)
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any
material change in the present capitalization or dividend policy of the
Issuer;
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(f)
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any
other material change in the Issuer's business or corporate structure
including, but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
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(g)
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changes
in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede acquisition of control of the Issuer by any
person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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(j)
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any
action similar to any of those enumerated
above.
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ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER
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For the
purposes of this Statement, the Reporting Person is reporting herein that as of
January 12, 2009, the Reporting Person is the beneficial owner of an aggregate
of 9,000,000 (or approximately 16.61%) of the Issuer’s equity
securities.
For the
purposes of this Statement, the Reporting Person is reporting herein that as of
January 12, 2009, the Reporting Person has the sole power to vote or to direct
the voting or, or to dispose or to direct the disposition of, 9,000,000 shares
of common stock (or approximately 16.61%) of the Issuer’s common
stock.
b)
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Transactions
Within the Past 60 Days.
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As of
January 12, 2009,and within the sixty day period prior thereto, with the
exception of that certain transaction on November 25 2008 as reported herein, no
transactions involving the Issuer’s equity securities had been engaged in by the
Reporting Person other than as disclosed herein.
c)
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Certain
Rights of Other Persons.
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As of
January 12, 2009, to the best knowledge and belief of the Reporting Person, no
person other than the Reporting Person had the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Issuer’s equity securities..
ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
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The
Reporting Person does not have any other contract, arrangement, understanding or
relationship with respect to securities of the Issuer including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. Further, the Reporting
Person has not pledged securities of the Issuer nor are the securities of the
Issuer held by the Reporting Person subject to a contingency, the occurrence of
which would give another person voting power or investment power over such
securities.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS
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Consulting
services agreement between Playbox (US) Inc. and Jabeco Inc. dated November 25,
2008.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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JABECO
INC.
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Dated:
February 12, 2009
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By:
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/s/
Laura Mouck
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Laura
Mouck
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Secretary
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EX-99.1
CONSULTING
AGREEMENT
This
Consulting Agreement (the “Agreement”) is effective as of November 25, 2008,
(the “Effective Date”), by and between Playbox (US) Inc., a Nevada corporation
(the “Company”) and Jabeco Inc., of Leopold House, Bayfront, Roseau,
Commonwealth of Dominica (the “Consultant”).
RECITALS:
WHEREAS,
Consultant has certain experience pertaining to securing music content in Asia
(the “Services”)
WHEREAS,
the Company wishes to engage the services of the Consultant as an advisor and
resource to assist the Company in the aforesaid areas, in which it acknowledges
the expertise of Consultant.
AGREEMENT:
NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and
conditions herein set forth, the parties hereto agree as follows:
1. TERM
& APPOINTMENT.
(a) The
Company hereby appoints Consultant to render the Services described in Section 2
hereof for the term of this Agreement.
(b)
Unless terminated at an earlier date in accordance with Section 6 of this
Agreement or otherwise extended by agreement of the parties, the term of the
Consultant’s engagement hereunder shall be for a period of sixty (60) months
(the “Term”), commencing on the Effective Date. The period of engagement may be
extended by written agreement or e-mail between the parties, provided that
certain provisions relating to compensation may change upon commencement of any
extension hereto.
2.
SERVICES.
(a)
During the term of this Agreement, Consultant shall render to the Company, by
and through Consultant’s officers, employees, agents, representatives and
affiliates, consultancy services in the area of securing music content from Asia
in the form of Asian DJ’s, Asian Independent labels, music video content, music
distribution technology, music distribution through Asian channels and portals
both online and on mobile networks and other advisory services directly related
to these Services as may be determined from time to time by the Company’s
officers, board of directors and/or the Consultant.
(b) The
Consultant agrees to serve the Company faithfully and to the best of
Consultant’s ability and to devote a reasonable amount of time, attention and
efforts to the business and affairs of the Company during Consultant’s
engagement by the Company. The Consultant hereby confirms that Consultant is
under no contractual commitments inconsistent with Consultant’s obligations set
forth in this Agreement.
3.
FEES.
The
Consultant will receive, as payment in kind from the Company, in respect of his
services under this Agreement, 9,000,000 shares of the common stock of the
Company, par value $.001 (the “Common Stock”). The Consultant understands that
the Common Stock may not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise), and the Company shall have
no obligation to transfer such shares, unless registered under the Securities
Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the
Company, such transaction is in compliance with or exempt from the registration
and prospectus requirements of the Act. The Consultant shall pay all costs
incurred by the Company in such a transaction, including but not limited to
legal fees and costs. The Common Stock shall not be subject to levy and
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Common Stock, or any right or
privilege conferred hereby, contrary to the provisions of this Agreement, or
upon the levy or execution, attachment or similar process on the Common Stock or
the rights and privileges conferred under this Agreement, the Company shall have
the right to buy back the Common Stock, in whole or in part, in the manner
described in Section 6. Each certificate or other documentation evidencing the
ownership of any shares of Common Stock to be imprinted with a legend in
substantially the following form:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE
STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF,
OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT
THERETO. ADDITIONALLY, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN
OPTION TO REPURCHASE IN FAVOR OF THE COMPANY AS DESCRIBED IN SECTION 6 OF THE
DIRECTOR SERVICE AGREEMENT.
Furthermore,
the Common Stock is subject to all restrictions in this Agreement. By acceptance
of the Common Stock, the Consultant agrees that the Common Stock will be held
for investment and will not be held with a view to their distribution, as that
term is used in the Act, unless in the opinion of counsel to the Company, such
distribution is in compliance with or exempt from the registration and
prospectus requirements of that Act. As a condition of this Agreement, the
Company may require the Consultant to confirm any factual matters reasonably
requested by counsel for the Company.
THE
CONSULTANT UNDERSTANDS THAT THE COMMON STOCK WILL NOT BE REGISTERED AT THE TIME
OF THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT
HE/SHE IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF
EVALUATING THE MERITS AND RISKS OF THE INVESTMENT, AND HAS THE ABILITY TO SUFFER
THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS
HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY
CONCERNING THE TERMS AND CONDITIONS OF THE COMMON STOCK, THE COMMON STOCK, AND
THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH
CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT HE/SHE IS AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS
PRESENTLY IN EFFECT.
4.
OUT-OF-POCKET EXPENSES.
In
addition to the Fees payable to Consultant pursuant to Section 3 hereof, the
Company shall pay directly, or reimburse Consultant for, its reasonable
Out-of-Pocket Expenses incurred in connection with the performance of the
Services. Consultant shall not incur any Out-of-Pocket Expense in excess of five
hundred dollars ($500) without the prior written authorization of the Company.
The Company shall not be obligated to reimburse any Out-of-Pocket Expense in
excess of this amount incurred by Consultant without the Company’s prior written
authorization. All reimbursements for Out-of-Pocket Expenses shall be made
promptly upon or as soon as practicable after presentation by Consultant to the
Company of the statement in connection therewith.
5.
INDEMNIFICATION.
The
Company will indemnify and hold harmless Consultant and its officers, employees,
agents, representatives, members and affiliates (each being an “Indemnified
Party”) from and against any and all losses, costs, expenses, claims, damages
and liabilities (the “Liabilities”) to which such Indemnified Party may become
subject under any applicable law, or any claim made by any third party, or
otherwise, to the extent they relate to or arise out of the performance of the
Services contemplated by this Agreement or the engagement of Consultant pursuant
to, and the performance by Consultant of the Services contemplated by, this
Agreement. The Company will reimburse any Indemnified Party for all reasonable
costs and expenses (including reasonable attorneys’ fees and expenses) as they
are incurred in connection with the investigation of, preparation for or defense
of any pending or threatened claim for which the Indemnified Party would be
entitled to indemnification under the terms of the previous sentence, or any
action or proceeding arising therefrom, whether or not such Indemnified Party is
a party hereto, provided that, subject to the following sentence, the Company
shall be entitled to assume the defense thereof at its own expense, with counsel
satisfactory to such Indemnified Party in its reasonable judgment. Any
Indemnified Party may, at its own expense, retain separate counsel to
participate in such defense. Provided that the Company is not in breach of its
indemnification obligations hereunder, no Indemnified Party shall settle or
compromise any claim subject to indemnification hereunder without the consent of
the Company. The Company will not be liable under the foregoing indemnification
provision to the extent that any loss, claim, damage, liability, cost or expense
is determined by a court, in a final judgment from which no further appeal may
be taken, to have resulted from the gross negligence or willful misconduct of
the Indemnified Party. If an Indemnified Party is reimbursed hereunder for any
expenses, such reimbursement of expenses shall be refunded to the extent it is
finally judicially determined that the Liabilities in question resulted from the
gross negligence or willful misconduct of the Indemnified Party.
6.
TERMINATION.
(a)
Grounds For Termination. The Consultant’s engagement shall only terminate prior
to the expiration of the initial term set forth in Section 1(b) or any extension
thereof in the event that at any time if: (i) The Consultant dies, (ii) The
Board elects to terminate this Agreement for “Cause” (as defined below) and
notifies the Consultant in writing of such election, (iii) Either party may
terminate this Agreement at any time, for any reason or no reason, by providing
ninety (90) days written notice to the other; or (iv) The Consultant elects to
terminate this Agreement for “Good Reason” (as defined below) and notifies the
Company in writing of such election.
If this
Agreement is terminated pursuant to clause (i) or (ii) of this Section 6(a),
such termination shall be effective immediately. If this Agreement is terminated
pursuant to clause (iii) of this Section 6(a), such termination shall be
effective 90 days after delivery of the notice of termination, or if terminated
pursuant to clause (iv) of this Section 6(a), such termination shall be
effective 30 days after delivery of the notice of termination.
(b) Cause
Defined. “Cause” means: (i) The Consultant has breached the provisions of
Section 2 or 8 of this Agreement in any material respect, and has failed to cure
such breach within 10 days after receipt of written notice from the Company,
(ii) The Consultant has engaged in willful and material misconduct, including
willful and material failure to perform the Consultant’s duties as an officer or
Consultant of the Company and has failed to cure such default within 10 days
after receipt of written notice of default from the Company, (iii) The
Consultant has committed fraud, misappropriation or embezzlement in connection
with the Company’s business, (iv) The Consultant has been convicted or has
pleaded NOLO CONTENDERE to criminal misconduct (except for parking violations,
occasional minor traffic violations and other similar minor violations), or (v)
The Consultant files for bankruptcy.
(c)
Effect of Termination. If this Agreement is terminated, the Company has the
option, in its sole and absolute discretion, to repurchase the Common Stock, in
whole or in part, for an amount of $.001 per share (the “Option to Repurchase”),
immediately upon such termination. The amount of Common Stock subject to the
Option to Repurchase shall be reduced by 150,000 shares for each full month of
the service under this Agreement, commencing on the date hereof. Notwithstanding
any termination of this Agreement, the Consultant, in consideration of
Consultant’s engagement hereunder to the date of such termination, shall remain
bound by the provisions of this Agreement which specifically relate to periods,
activities or obligations upon or subsequent to the termination of the
Consultant’s engagement.
(d)
Surrender of Records & Property. Upon termination of Consultant’s engagement
with the Company, the Consultant shall deliver promptly to the Company all
records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof that relate in
any way to the business, products, practices or techniques of the Company, and
all other property, trade secrets and confidential information of the Company,
including, but not limited to, all documents that in whole or in part contain
any trade secrets or confidential information of the Company, which in any of
these cases are in Consultant’s possession or under Consultant’s
control.
(e)
Payment Obligation. If this Agreement is terminated pursuant to Section 6(a)(i)
or (ii) by the Company or under Section 6(a)(iii) or 6(a)(iv) by the Consultant,
Consultant shall not be entitled to any further Fees from the date that any such
termination becomes effective.
(f) “GOOD
REASON” DEFINED - Good Reason shall mean: (i) the assignment of the Consultant
to duties inconsistent with the Consultant’s position or responsibilities as
contemplated by Section 2(a), excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Consultant; or (ii) any material breach of this Agreement by the Company or any
successor thereto.
(g) The
provisions of Sections 5, 8 and 9 and otherwise as the context so requires shall
survive the termination of this Agreement.
7.
[Intentionally Deleted]
8.
CONFIDENTIAL INFORMATION
Except as
permitted or directed by the Company’s Board of Directors, during the term of
Consultant’s engagement or at any time thereafter, the Consultant shall not
divulge, furnish or make accessible to anyone or use in any way (other than in
the ordinary course of the business of the Company) any confidential or secret
knowledge or information of the Company that the Consultant has acquired or
become acquainted with or will acquire or become acquainted with prior to the
termination of the period of Consultant’s engagement by the Company (including
engagement by the Company or any affiliated companies prior to the date of this
Agreement) whether developed by Consultant or by others, concerning any trade
secrets, confidential or secret designs, processes, formulae, plans, devices or
material (whether or not patented or patentable) directly or indirectly useful
in any aspect of the business of the Company, any customer or supplier lists of
the Company, any confidential or secret development or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company. The Consultant acknowledges that the above-described knowledge
or information constitutes a unique and valuable asset of the Company and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information other than for the
sole benefit of the Company would be wrongful and would cause irreparable harm
to the Company. Both during and after the term of Consultant’s engagement, the
Consultant will refrain from any acts or omissions that would reduce the value
of such knowledge or information to the Company. The foregoing obligations of
confidentiality shall not apply to any knowledge or information that is now
published and publicly available or which subsequently becomes generally
publicly known in the form in which it was obtained from the Company, other than
as a direct or indirect result of the breach of this Agreement by the
Consultant.
9.
MISCELLANEOUS
(a)
Facsimile Certification. A facsimile copy of this Agreement signed by any and/or
all Parties shall have the same binding and legal effect as an original of the
same.
(b)
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one in the same instrument. Regardless of whether this Agreement is executed in
one or more counterparts, each such counterpart may be executed by actual or
facsimile signature(s).
(c)
Attorney’s Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to litigation
to enforce this Agreement, the party or parties prevailing in such litigation
shall be entitled, in addition to such other relief as may be granted, to
recover its or their reasonable attorneys’ fees and costs in such litigation
from the party or parties against whom enforcement was sought.
(d)
Entire Agreement. This Agreement contains the entire understanding and agreement
between the parties hereto with respect to its subject matter and supersedes any
prior or contemporaneous written or oral agreements, representations or
warranties between them respecting the subject matter hereof.
(e)
Severability. If any provision of this Agreement, as applied to either party or
to any circumstances, shall be adjudged by a court to be void or unenforceable,
the same shall be deemed stricken from this Agreement and shall in no way affect
any other provision of this Agreement or the validity or enforceability of this
Agreement. In the event any such provision (the “Applicable Provision”) is so
adjudged void or unenforceable, Consultant and Company shall take the following
actions in the following order: (i) seek judicial reformation of the Applicable
Provision; or (ii) negotiate in good faith with each other to replace the
Applicable Provision with a lawful provision.
(f)
Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either party hereto (or
by its successors), whether pursuant to this Agreement, to any other agreement,
or to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
(g)
Nonwaiver. No failure or neglect of either party hereto in any instance to
exercise any right, power or privilege hereunder or under law shall constitute a
waiver of any other right, power or privilege or of the same right, power or
privilege in any other instance. All waivers by either party hereto must be
contained in a written instrument signed by the party to be charged and, in the
case of the Company, by an executive officer of the Company or other person duly
authorized by the Company.
(h) No
Implied Contract. The parties intend to be bound only upon execution of this
Agreement and no negotiation, exchange or draft or partial performance shall be
deemed to imply an agreement. Neither the continuation of work by Consultant or
any other conduct shall be deemed to imply a continuing agreement upon the
expiration of this Agreement.
(i)
Execution of the Agreement. Company and the party executing this Agreement on
behalf of the Company has the requisite corporate power and authority to enter
into and carry out the terms and conditions of this Agreement, as well as all
transactions contemplated hereunder. All corporate proceedings have been taken
and all corporate authorizations and approvals have been secured which are
necessary to authorize the execution, delivery and performance by Company of
this Agreement. This Agreement has been duly and validly executed and delivered
by Company and constitutes the valid and binding obligations of Company,
enforceable in accordance with the respective terms. Upon delivery of this
Agreement to Consultant, this Agreement, and the other agreements referred to
herein, will constitute the valid and binding obligations of Company, and will
be enforceable in accordance with their respective terms.
(j)
Non-Disclosure. Except as may be required by law, neither Consultant nor the
Company shall disclose the financial terms of this Agreement to persons not
involved in the operation of the Company, and the Parties shall disclose the
financial terms of the Agreement to those involved in the operation of the
Company only as needed to implement the terms of the Agreement or carry out the
operations of the Company. The above notwithstanding, the financial terms of the
Agreement may be disclosed to: (i) either Party’s accountants, financial or tax
advisors, and any potential investors in the Company, provided such persons
agree not to disclose such terms of the Agreement further; and (ii) members of
Consultant’s immediate family, provided such family members agree not to reveal
the terms of the Agreement further.
(k)
Agreement to Perform Necessary Acts. Consultant and the Company agree to perform
any further acts and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.
(l)
Independent Contractor. The relationship between Consultant and the Company is
that of independent contractor under a “work for hire” arrangement. All work
product developed by Consultant shall be deemed owned and assigned to Company.
This Agreement is not authority for Consultant to act for the Company as its
agent or make commitments for the Company. Consultant will not be eligible for
any employee benefits, nor will the company make deductions from fees to the
consultant for taxes, insurance, bonds or the like. Consultant shall not hold
himself out as an officer, director or employee of the Company (unless
Consultant is hereafter appointed to such position). Consultant retains the
discretion in performing the tasks assigned, within the scope of work
specified.
(m)
Taxes. Consultant agrees to pay all taxes that may be imposed upon Consultant
with respect to the Fees paid to Consultant hereunder.
(n)
Governing Law. This Agreement and the rights and remedies of each party arising
out of or relating to this Agreement (including, without limitation, equitable
remedies) shall (with the exception of any applicable federal laws) be solely
governed by, interpreted under, and construed and enforced in accordance with
the laws (without regard to the conflicts of law principles) of the State of
Nevada, as if this Agreement were made, and as if its obligations are to be
performed, wholly within the State of Nevada.
(o)
Successors & Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives and, to the extent permitted by subsection (q), successors and
assigns.
(p)
Assignability. Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable (including
by operation of law) by either party without the prior written consent of the
other party to this Agreement, except that the Company may, without the consent
of the Consultant, assign its rights and obligations under this Agreement to any
corporation, firm or other business entity with or into which the Company may
merge or consolidate, or to which the Company may sell or transfer all or
substantially all of its assets, or of which 50% or more of the equity
investment and of the voting control is owned, directly or indirectly, by, or is
under common ownership with, the Company. Provided such assignee explicitly
assumes such responsibilities, after any such assignment by the Company, the
Company shall be discharged from all further liability hereunder and such
assignee shall thereafter be deemed to be the Company for the purposes of all
provisions of this Agreement including this Section 10. Compensation under this
Agreement is assignable at the discretion of the Consultant.
(q)
Modification, Amendment, Waiver Or Termination. No provision of this Agreement
may be modified, amended, waived or terminated except by an instrument in
writing signed by the parties to this Agreement. No course of dealing between
the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement.
(r)
Headings. The headings and any table of contents contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
(s)
Third-Party Benefit. Nothing in this Agreement, express or implied, is intended
to confer upon any other person any rights, remedies, obligations or liabilities
of any nature whatsoever.
(t)
Preparation of Agreement. The parties have participated jointly in the
negotiation and drafting of this Agreement and each provision hereof. In the
event any ambiguity, conflict, omission or other question of intent or
interpretation arises, this Agreement shall be construed as if jointly drafted
by the parties, and no presumption or burden of proof shall be presumed, implied
or otherwise construed favoring or disfavoring any party by virtue of the
authorship of this Agreement or of any provision hereof.
IN
WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as
of the date first above written.
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Playbox
(US) Inc.
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/s/
Gideon Jung
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Gideon
Jung, Director
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Jabeco
Inc.
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/s/
Laura Mouck
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Laura
Mouck, Director
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Equity
Management Inc.
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Hydro Power Technologies (PK) (USOTC:PYBX)
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