EXHIBIT 10.1


 





 


CONSULTING AGREEMENT


 


This CONSULTING AGREEMENT (this “Agreement”)
is entered into as of June 28, 2012 by and between Stratus Media Group, Inc. (the “Company”), a Nevada corporation,
with its principal office at 3 E. De La Guerra St, Santa Barbara California 93101, and Paul Feller (“Consultant”)
(collectively with the Company, the “Parties,” and each individually, a “Party”), with reference
to the following facts:


 


WHEREAS, upon the terms and subject to the
conditions of this Agreement, the Company desires to engage the Consultant to provide certain consulting services to the Company,
and the Consultant desires to render such services.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual promises and covenants herein contained, the Company and Consultant agree as follows:


 


1.               
Engagement of Consultant. The Company hereby engages Consultant to provide consulting services pursuant to this Agreement,
and the Consultant hereby accepts such. Consultant acknowledges and agrees that Consultant shall provide such services on a first-priority
basis and will not participate in efforts that are competitive to this Agreement.


 


2.               
Services. Consultant's services shall be rendered in the area of business development, fundraising and the evaluation
of asset/event acquisition for Company and shall be done at the direction of the board of directors. In addition, Consultant shall
assist with Company related litigation, including the ongoing shareholder securities actions pending in the Santa Barbara Superior
Court.


 


3.               
Professional Manner. Consultant agrees to render all services generally and customarily performed in similar capacities
in a professional manner in accordance with specifications furnished by Company. Consultant shall promptly comply with all instructions,
directions, requests, rules, and regulations of Company in connection with Consultant's services to be rendered under this Agreement.


 


4.               
Compensation. Provided Consultant renders services in accordance with this Agreement and subject to Company raising
at least Two Million Dollars ($2,000,000) in funding within four (4) months of execution of this agreement, Company will pay to
Consultant the monthly sum of Twenty Thousand Eight Hundred and Thirty Three Dollars ($20,833), during the twenty-four (24) month
term. Said payments to be made at the end of each month.


 


5.               
Expenses. Company will only reimburse the Consultant for expenses (1) that were pre-approved by the board of directors
in writing, and (2) only upon presentation of expense vouchers or statements or such other supporting information as the Company
may require (the “Expense Report”).


 






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6.               
Term. The term of this agreement is twenty-four (24) months. The foregoing notwithstanding and as set forth in section
4 above, in the event Company does not raise at least Two Million Dollars ($2,000,000) in funding within four (4) months of execution
of this agreement, then Company shall have the right to terminate this agreement with thirty days (30) written notice to Consultant.


 


7.               
Written Reports. Company may request data and reports from Consultant from time to time. The reports shall be in
such form, and include such information and data that is reasonably requested by the Company.


 


8.               
Intellectual Property. All right, title and interest in the material, work, results and data developed under this
Agreement, including all elements thereof, will at all times belong solely and exclusively to Company for use in any manner or
media it may make or authorize throughout the world in perpetuity. Similarly, any and all materials, ideas, or other creative and
literary property and Consultant's adaptations and arrangements thereof will belong solely and completely to Company for any use
it may thereafter see fit. Any and all inventions, discoveries, developments and innovations conceived by the Consultant during
this engagement relative to the duties under this Agreement shall be the exclusive property of the Company; and the Consultant
hereby assigns all right, title, and interest in the same to the Company, and Consultant's services shall be deemed those of an
employee for hire for copyright purposes. For avoidance of doubt, the results and proceeds of Consultant's services hereunder,
including, without limitation, any works of authorship resulting from his services during the Term will be works-made-for hire
and Company will be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or
not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any
manner Company determines in its sole discretion without any further payment to Consultant. If, for any reason, any of such results
and proceeds will not legally be deemed a work-for-hire, then Consultant hereby irrevocably assigns and agrees to assign any and
all of his right, title and interest thereto, including, without limitation, any and all intellectual property rights, copyrights,
patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized or developed, to Company, and Company will have the right to use the same in perpetuity throughout the
universe without any further payment to Consultant. Consultant will use best efforts in cooperating with all requirements or requests
by Company and by law to ensure any intellectual property rights contemplated by this Agreement are assigned to Company.


 


9.               
Confidentiality. For purposes of this Agreement, "Confidential Information" shall mean: (a) all information
regarding the Company and its current and future subsidiaries, affiliates, related entities and investments that is or is intended
to be confidential by the Company, including without limitation, business plans, marketing plans, business development and expansion,
financial statements and financial information, products, services, vendors, suppliers, customers, contracts, forecasts, projections,
sales, marketing and employees and consultants of the Company, and any proprietary, trade secret, or other information that is
not in the public domain, as well as any attorney-client privileged or work product information; and (b) information of any third
party with respect to which the Company is under obligation to keep confidential; but excluding information that is held not to
be confidential by court order.


 


(a)             
Consultant agrees that he will maintain the Confidential Information in strictest confidence will not disclose the Confidential
Information to any person and will not use the Confidential Information except to assist the Company, and its designated agents,
including its attorneys, as contemplated by this Agreement. Consultant shall immediately give notice to the Company of any unauthorized
use or disclosure of the Confidential Information. Consultant agrees to assist the other party in remedying any such unauthorized
use or disclosure of the other party's Confidential Information.


 


(b)            
A disclosure by Consultant of Confidential Information shall not be considered to be a breach of this Agreement or a waiver
of confidentiality for other purposes if such disclosure is: (a) in response to a valid order by a court or other governmental
body; (b) otherwise required by law; or (c) necessary to establish the rights of the parties under this Agreement; provided, in
any case, that Consultant shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective
order or otherwise prevent disclosure of the Confidential Information.


 






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(c)             
The provisions of this Section 9 shall survive any termination of Consultant's engagement under this Agreement.


 


10.            
Miscellaneous; Arbitration.


 


(a)             
No Violation of Other Agreements. Each of the parties hereto represents and warrants that execution, delivery, or
performance of this Agreement does not conflict with, or violate the terms of, any other agreement to which it is a party or by
which it is bound.


 


(b)            
Independent Contractor: Limitation of Liability. The Consultant is an independent contractor to the Company, and
nothing herein shall be deemed to constitute the Consultant or his agents as an employee or agent of the Company. Consultant is
responsible for all reporting of any / all taxes in their jurisdiction that may be due for compensation paid for service rendered
under this agreement. Consultant has no power or authority to bind the Company, and shall not make any representation or statement
that he has such power.


 


(c)             
Notices. All notices, requests, demands and other communications (collectively, “Notices”) given
pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission or
by United States first class, registered or certified mail, postage prepaid, addressed to the party at the address set forth on
the signature page of this Agreement. Any Notice, other than a Notice sent by registered or certified mail, shall be effective
when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the
earlier of when received or the third day following deposit in the United States Postal Depository. Any party may from time to
time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.


 


(d)            
Assignment. Neither party may assign its interest in this Agreement or delegate its responsibilities hereunder without
prior written consent of the other party, provided that the Company may assign its rights and obligations under this Agreement
to any successor by merger or consolidation, to any purchaser of all or substantially all of the assets of the Company or to any
subsidiary or parent of the Company.


 


(e)             
Severability. The invalidity or unenforceability of any particular provision of this Agreement or portion thereof
shall not affect the validity or unenforceability of any other provision thereof. If any provision of this Agreement is adjudicated
to be so broad as to be unenforceable, it shall be interpreted to be only as broad as is enforceable.


 


(f)             
Counterparts: Governing Law. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of California.


 


(g)            
Headings. The article and section headings in this Agreement are solely for convenience of reference and shall be
given no effect in the construction or interpretation of this Agreement.


 






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(h)            
Arbitration. All claims or disputes between the Company and Consultant arising out of or relating to this Agreement,
or the breach thereof, except those claims that may not as a matter of law be subject to arbitration, shall be decided by final
and binding arbitration in accordance with the American Arbitration Association, Employment Arbitration Rules and Mediation Procedures
(the "AAA Employment Rules"), which can be found at http://www.adr.org and are incorporated herein by this reference;
further, Consultant represents and warrants that, before signing this Agreement, he has had an opportunity to review the AAA Employment
Rules online. Nothing in this Agreement, however, precludes a party from filing an administrative charge before an agency that
has jurisdiction over an arbitrable claim or filing any other complaint or charge with a government agency, for example, the Equal
Employment Opportunity Commission. Moreover, nothing in this Agreement prohibits either party from seeking temporary injunctive
or other equitable relief in aid of arbitration from a court of competent jurisdiction. A neutral and impartial arbitrator shall
be chosen by mutual agreement of the parties; provided, however, if the parties are unable to agree upon an arbitrator within a
reasonable period of time, then a neutral and impartial arbitrator shall be appointed in accordance with the arbitrator nomination
and selection procedure set forth in the AAA Employment Rules. The arbitrator shall prepare a written decision containing the essential
findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitrator
shall apply the same substantive law, with the same statutes of limitations and same remedies, that would apply if the claims were
brought in a California state court of law. The arbitrator shall have the authority to rule on a motion to dismiss and/or summary
judgment by either party, and the arbitrator shall apply the standards governing such motions under the California Rules of Civil
Procedure. Consultant will be required to pay an arbitration fee to initiate any arbitration equal to what Consultant would be
charged as a first appearance fee in court, and, except as so provided, the Company agrees to pay the costs and fees of the arbitrator,
to the extent required by law.


 


THE PARTIES ALSO UNDERSTAND AND AGREE
THAT THIS AGREEMENT CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY THIS AGREEMENT
OR TO PARTICIPATE IN A CLASS ACTION. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY A JURY TRIAL
OR IN A CLASS ACTION.


 


THE PARTIES FURTHER ACKNOWLEDGE THAT
THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY
TO THE EXTENT THEY WISH TO DO SO.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Stratus Media Group, Inc.
	 	 
	 	 
	 	By: /s/ Jerry Rubinstein
	 	          Name:   Jerry Rubinstein, on behalf of the Company
	 	 
	 	Date: June 28, 2012
	 	 
	 	 
	 	CONSULTANT:
	 	 
	 	 
	 	/s/ Paul Feller
	 	Paul Feller
	 	 
	 	Date: June 28, 2012
	 	 
	 	 
	 	 
	Signature page to Consulting Agreement between
	Stratus Media Group, Inc. and Paul Feller


 


 






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