f10q093_x101-cmgo.htm


    EXHIBIT 10.1 – CMG Channel Sales Agreement

    CHANNEL
SALES AGREEMENT

    


    


    THIS
AGREEMENT, dated as of September 28th,
2009 ("Agreement") is between Chicago Cyberdyne, Inc., an Illinois Corporation,
(hereinafter "CCI") and CMG Holdings, Inc., a Nevada Corporation and its
Affiliates as defined in Section I.E. below, (hereinafter "CMG"), (or
collectively "the Parties").

    


    WHEREAS,
CCI is a company that markets, sells and supports and promotes various products
and services; and,

    


    WHEREAS,
CCI desires to appoint CMG as a channel sales representative to sell the
Products and Services (as defined herein); and,

    


    WHEREAS,
CMG desires to act as CCI's channel sales representative to sell the Products
and Services as defined herein;

    


    NOW
THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:

    


    
      	
              I.  

            	
              DEFINITIONS

            


    

     

    
      	
              A.  

            	
              Products
      and Services: As used in this Agreement, the term "Products and Services"
      shall be deemed to mean any product or service designated by CCI and made
      available to CMG whether the product or service is proprietary to CCI or
      held under license or agreement by CCI, or any future derivations or
      generations of these products or services as designated by
      CCI.

            


    

     

    
      	
              B.  

            	
              Customer:  As
      used in this Agreement, the term "Customer" shall be deemed to mean one or
      more individuals, firms, entities, or persons; that purchase the Products
      and Services.

            


    

     

    
      	
              C.  

            	
              Completed
      Sale(s): As used in this Agreement, the term "Completed Sale" shall be
      deemed to mean the revenue generated from a transaction in which the
      Customer has purchased Products and Services from CCI, in the form of a
      direct purchase and/or license agreement for the use of CCI's Products and
      Services, and CCI has received payment in full from the
      Customer.

            


    

     

    
      	
              D.  

            	
              Confidential
      Data: As used in this Agreement, the term "Confidential Data" includes but
      is not limited to confidential information regarding CCI's work papers,
      concepts, formulas, techniques, strategies, components, programs, reports,
      studies, memoranda, correspondence, materials, manuals, records, data,
      technology, products, plans, research, service, design information,
      procedures, methods, documentation, policies, pricing, billing, customer
      lists and leads, and any other technical data, information and know-how
      which relate to or are otherwise useful to CCI's business, and which CCI
      considers proprietary and desires to maintain
  confidential.

            


    

    


    
      	
              E.  

            	
              Affiliate:
      means a director, officer, ten percent or greater shareholder and/or all
      entities that are directed, owned or controlled in whole or in part by, or
      have any form of common ownership or management with CMG Holdings, Inc.
      For purposes of this definition, "control" when used with any person or
      entity means the possession or the power to direct or cause the direction
      of the day-to-day management and policies of such person or entity,
      whether through the ownership of voting securities, by contract, by
      interlocking boards of directors, or
otherwise.

            


    

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              II.  

            	
              APPOINTMENT OF
      INDEPENDENT SALES
REPRESENTATIVE

            


    

     

    CCI
hereby designates and appoints CMG as its channel sales representative pursuant
to the Definitions in Section I above, for and on behalf of CCI, and CMG hereby
accepts such appointment on the terms and subject to the conditions hereinafter
set forth and agrees to use its best efforts in providing such services as
defined in Section III. A. below.

    


    
      	
              III.  

            	
              OBLIGATIONS OF CMG AND
      CCI

            


    

     

    
      	
              A.  

            	
              Obligations of
      CMG

            


    

    


     

    
      	
              1.  

            	
              CMG
      shall use its best efforts to market and promote the sale of Products and
      Services.

            


    

     

    
      	
              2.  

            	
              CMG
      shall not have authority to and shall not make any representation or
      warranty on behalf of CCI other than the warranties contained in CCI's
      standard license agreement for the Products and Services. CMG shall not in
      any manner assume or create any obligation or responsibility, express or
      implied, on behalf of or in the name of CCI, or act for or bind CCI in any
      respect except as expressly permitted pursuant to this Agreement. CMG
      shall indemnify CCI from and against any liability, loss, damage, or
      expense, including attorneys' fees, arising out of any breach of this
      paragraph by CMG. No advertising, publicity or promotional material shall
      be undertaken or distributed by CMG without the prior written approval of
      CCI.

            


    

     

    
      	
              3.  

            	
              CMG
      shall be responsible for the prompt return to CCI, upon CCI's request or
      termination of this Agreement, of any and all Products and Services
      documentation or related materials and/or Confidential Data delivered by
      CCI to CMG pursuant to this
Agreement.

            


    

     

    
      	
              4.  

            	
              CMG
      acknowledges and agrees that during the term of this Agreement and for a
      period of three (3) years subsequent to the termination of this Agreement,
      CMG shall not, directly or indirectly, whether on its own behalf or for
      others (whether as owner, principal, agent, partner, officer, employee,
      independent contractor, consultant, stockholder, or otherwise), engage or
      participate or have any financial interest in or perform services for any
      entity which offers products or services that are the same or
      substantially similar to CCI's Products and
  Services.

            


    

     

    
      	
              5.  

            	
              CMG
      acknowledges and agrees that during the term of this Agreement and for a
      period of three (3) years subsequent to the termination of this Agreement,
      CMG shall not, either for itself or as an agent for any other person,
      firm, corporation or entity; directly or indirectly, enter into any form
      of business relationship with CCI's technology partner(s) as listed on
      Exhibit A of this Agreement.

            


    

     

     

    
      	
              B.  

            	
              Obligations of
      CCI

            


    

    


    
      	
              1.  

            	
              CCI
      shall inform and instruct CMG as to Products and Services, and provide
      guidance, as CCI deems necessary in its sole judgment, in carrying out
      CMG's responsibilities under this
Agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              CCI
      shall supply the necessary Products and Services, documentation, brochures
      and other publications required, as CCI deems necessary in its sole
      judgment.

            


    

     

    
      	
              3.  

            	
              CCI
      shall provide detailed monthly tracking and reporting of sales activities
      and customer lists to CMG in a format that is mutually acceptable to the
      Parties.

            


    

     

    
      	
              4.  

            	
              CCI
      shall provide commission payments to CMG in a timely fashion in accordance
      with Section V of this agreement.

            


    

     

    


    
      	
              IV.  

            	
              EXPENSES

            


    

     

    Unless
otherwise agreed to by CCI in writing, CMG shall be responsible for all costs
and expenses incurred in the performance of its services pursuant to this
Agreement.

     

    


    
      	
              V.  

            	
              COMPENSATION

            


    

     

    For each
Completed Sale(s) of Products and Services that takes place during the term of
this Agreement, CCI will pay a Sales Commission to CMG in cash pursuant to a
Commission Schedule that will be determined by CCI in its sole discretion under
an Addendum that will be incorporated herein for each CMG Customer:

    


    
      	
              A.  

            	
              It
      is understood that CMG shall notify CCI in writing, by electronic mail
      (email), or fax, of each proposed customer that CMG wishes to refer to
      CCI. CCI shall have the right to reject proposed customers(s) put forward
      by CMG but CCI agrees that approval of proposed customers(s) put forward
      by CMG will not be unreasonably
withheld.

            


    

    


    
      	
              VI.  

            	
              REPRESENTATIONS,
      WARRANTIES AND CONVENANTS

            


    

     

    
      	
              A.  

            	
              Execution. The
      execution, delivery and performance of this Agreement, in the time and
      manner herein specified, will not conflict with, result in a breach of,
      constitute a default under any existing agreement, indenture, or other
      instrument to which either CCI or CMG is a party or by which either entity
      may be bound or affected.

            


    

     

    
      	
              B.  

            	
              Independent Contractor.
      CMG shall be an independent contractor, and not an agent or employee of
      CCI. CMG shall have no right or authority to enter into any agreements on
      behalf of CCI.

            


    

     

    
      	
              C.  

            	
              Corporate Authority. CCI
      and CMG have full legal authority to enter into this Agreement and to
      perform the same in the time and manner
  contemplated.

            


    

     

    
      	
              D.  

            	
              Authorized Signatures.
      The individuals whose signatures appear below are authorized to sign this
      Agreement on behalf of their respective
  corporations.

            


    

     

    
      	
              E.  

            	
              Proper Notification of Material
      Occurrences. Until the proper termination of this engagement (as
      outlined in the section below titled, "TERM AND TERMINATION"), each Party
      will notify the other Party promptly of the occurrence of any event, which
      might materially affect the condition (financial or otherwise) or
      prospects of the notifying Party.

            


    

     

    


    
      	
              VII.  

            	
              TERM AND
      TERMINATION

            


    

     

    
      	
              A.  

            	
              This
      Agreement shall be effective upon its execution and shall remain in effect
      for a period of three (3) years and shall automatically renew on an annual
      basis unless otherwise terminated as provided in this Section
      VII.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              B.  

            	
              Either
      Party may terminate engagement hereunder by furnishing the other Party
      with at least sixty (60) days advance written notice of such termination
      prior to the end of the initial term or annual term
      thereafter.

            


    

     

    
      	
              C.  

            	
              Notwithstanding
      the foregoing, no termination of this Agreement by CCI shall in any way
      affect CMG's right to receive Sales Commissions which CMG has earned
      through the effective date of
termination.

            


    

     

     

    
      	
              VIII.  

            	
              CONFIDENTIAL
      DATA

            


    

     

    
      	
              A.  

            	
              Except
      for its employees, agents and independent contractors, CMG shall not
      divulge to others, any Confidential Data obtained by CMG as a result of
      its engagement hereunder, unless authorized, in writing by
      CCI.

            


    

     

    
      	
              B.  

            	
              CMG
      agrees that it will not make use,
      either directly or indirectly, of any Confidential Data of CCI or CCI's
      for the benefit or purpose of any other person, firm, partnership, joint
      venture, association, corporation or other business organization, entity
      or enterprise, except with the express prior written authorization of
      CCI.

            


    

     

    
      	
              C.  

            	
              CMG
      does not have access to CCI's internal records, systems and methods of
      operating its business, trade secrets, customer lists, contract
      information and other Confidential Data or proprietary information. CMG
      agrees that all such information is the exclusive property of CCI. CMG
      further agrees that CMG will not, at any time, in any manner, directly or
      indirectly, disclose any such information that it may receive to any
      person or entity, or use such information other than in furtherance of the
      purposes of CCI. The Parties agree that this Section VIII. shall survive
      the termination of this Agreement.

            


    

     

    


    
      	
              IX.  

            	
              OTHER MATERIAL TERMS
      AND CONDITIONS

            


    

     

    
      	
              A.  

            	
              Intellectual Property.
      As a material condition to which CMG agrees in exchange for the
      opportunity to sell the Products and Services as defined herein, CMG
      expressly acknowledges and agrees that all discoveries, inventions,
      processes, designs, plans and trade secrets, whether of a technical nature
      or not; made or developed by CCI alone or in conjunction with any other
      person or entity while the agreement is in effect, which relate to the
      "Products and Services" of CCI ("Intellectual Property"), shall be the
      sole and exclusive property of CCI.  CMG agrees not to disclose
      any Intellectual Property owned by CCI to benefit a competitor, customer,
      individual, or other entity without the express written permission of
      CCI.

            


    

     

    
      	
              B.  

            	
              Indemnification.

            


    

     

    
      	
              1.  

            	
              CMG
      indemnifies and holds harmless CCI from and against any and all
      liabilities, losses, damages, claims or causes of action, and any
      connected expenses (including reasonable attorneys' fees) that are caused,
      directly or indirectly, by or as a result of the performance by CMG or its
      employees or agents of the Sales and Services, provided that nothing
      herein shall be construed to require CMG to indemnify CCI from or against
      the negligent acts of CCI or its
employees.

            


    

     

    
      	
              2.  

            	
              CCI
      indemnifies and holds harmless CMG from and against any and all
      liabilities, losses, damages, claims or causes of action, and any
      connected expenses (including reasonable attorneys' fees) that are caused,
      directly or indirectly, by or as a result of the performance by CCI or its
      employees or agents and/or partners that are providing call center support
      and/or debt counseling services to CCI customers, provided that nothing
      herein shall be construed to require CCI to indemnify CMG from or against
      the negligent acts of CMG or its
employees.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              D.  

            	
              Additional Instruments.
      Each of the parties shall from time to time, at the request of others,
      execute, acknowledge and deliver to the other party any and all further
      instruments that may be reasonably required to give full effect and force
      to the provisions of this
Agreement.

            


    

     

    
      	
              E.  

            	
              Entire Agreement. Each
      of the parties hereby covenants that this Agreement is intended to and
      does contain and embody herein all of the understandings and Agreements,
      both written and oral, of the parties hereby with respect to the subject
      matter of this Agreement, and that there exists no oral agreements or
      understanding expressed or implied liability, whereby the absolute, final
      and unconditional character and nature of this Agreement shall be in any
      way invalidated, empowered or affected. There are no representations,
      warranties, or covenants other than those set forth
  herein.

            


    

     

    
      	
              F.  

            	
              Laws of the State of
      Illinois. This Agreement shall be deemed to made in, governed by
      and interpreted under and construed in all respects in accordance with the
      laws of the State of Illinois. In the event of controversy arising out the
      interpretation, construction, performance, or breach of this Agreement,
      the parties hereby agree and consent to the jurisdiction and venue of the
      District or County Court of Cook County,
  Illinois.

            


    

     

    
      	
              G.  

            	
              Successors and Assigns.
      The benefits of the Agreement shall inure to the respective successors and
      assigns of the parties hereto and their successors and assigns and
      representatives, and the obligations and liabilities assumed in this
      Agreement by the parties hereto shall be binding upon their respective
      successors and assigns.

            


    

     

    
      	
              H.  

            	
              Originals. This
      Agreement may be executed simultaneously in two or more counterparts, each
      of which shall be deemed an original, but all of which taken together
      shall constitute one and the same instrument. Execution and delivery of
      this Agreement by exchange of facsimile copies bearing the facsimile
      signature of a Party hereto shall constitute a valid and binding execution
      and delivery of this Agreement by such Party. Such facsimile copies shall
      constitute enforceable original
documents.

            


    

     

    
      	
              I.  

            	
              Addresses of Parties.
      Each party shall at all times keep the other informed of its principal
      place of business if different from that stated herein, and shall promptly
      notify the other of any change, giving the address of the new place of
      business or residence.

            


    

     

    
      	
              J.  

            	
              Modification or Waiver.
      A modification or waiver of any of the provisions of this Agreement shall
      be effective only if made in writing and executed with the same formality
      as this Agreement. The failure of any party to insist upon strict
      performance of any of the provisions of this Agreement shall not be
      construed as a waiver of any subsequent default of the same or similar
      nature or of any other nature.

            


    

     

    
      	
              K.  

            	
              Attorney’s Fees. If any
      arbitration, litigation, action, suit, or other proceeding is instituted
      to remedy, prevent or obtain relief from a breach of this Agreement, in
      relation to a breach of this Agreement or pertaining to a declaration of
      rights under this Agreement, the prevailing party will recover all such
      party’s attorneys’ fees incurred in each and every such action, suit or
      other proceeding, including any and all appeals or petitions therefrom. As
      used in this Agreement, attorneys’ fees will be deemed to be the full and
      actual cost of any legal services actually performed in connection with
      the matters involved, including those related to any appeal or the
      enforcement of any judgment calculated on the basis of the usual fee
      charged by attorneys performing such
services.

            


    

     

    
      	
              L.  

            	
              Notices. All notices
      that are required to be or may be sent pursuant to the provisions of this
      Agreement shall be sent by certified mail, return receipt requested, or by
      overnight package delivery service to each of the parties at the address
      appearing below, and shall count from the date of mailing or the validated
      air bill.

            


    

     

     

    
      
        
           

           

        

         


      

      
        5

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, intending
to be legally bound, the Parties have executed this Agreement the day and year
first above written:

    


     

    Chicago
Cyberdyne,
Inc.                                                                           CMG
Holdings, Inc.

     

    3333
Warrenville Road, Ste
200                                                               
5601 Biscayne Boulevard

    Lisle,
IL  60532                                                                                            
Miami, FL 33137

     

    /s/ Joseph
Wagner                                                                                      /s/ Jim Ennis  

    By:
Joseph Wagner,
President                                                                  By:
Jim Ennis, COO

    


     

    
      
        
           

           

        

         


      

      
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    EXHIBIT
A

    


    


    edo
Interactive, Inc.

    



    
      
        
           

           

        

         


      

      
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