Exhibit 10.68


 


AGREEMENT FOR CONSULTING SERVICES


 


THIS CONSULTING SERVICES
AGREEMENT (the “Agreement”) dated as of this 31st  day of August, 2007, (the “Effective Date”) is by and
between ARTISTdirect, Inc., a Delaware corporation  (the
“Contractor”), having an office at 1601 Cloverfield Boulevard, Suite 400 South,
Santa Monica, CA  90404 and Robert N.
Weingarten (the “Consultant”) whose address is at 5439 Lockhurst Drive,
Woodland Hills, CA. 91367.


 


WHEREAS, Contractor desires to have Consultant perform
consulting services for Contractor and Consultant has agreed to do so upon the
terms and conditions set forth below;


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement agree as follows:


 


Article I -  Services


 


Consultant shall perform services at the direction of
the Contractor in the areas of accounting, finance, public reporting and SEC
filings, and shall assist in special projects assigned to him from time to time
by the Contractor (the ”Services”). Contractor reserves the right in its reasonable
discretion to make such changes in work or specifications, as may be reasonably
necessary. Consultant shall devote sufficient time, attention and energy to
perform the Services on a timely basis and through December 31, 2007, he shall
give the Services his first priority over any and all other business obligations
he may have.


 


Article II -  Term
and Hours


 


Provided that Consultant has executed and not revoked
that certain Separation Agreement and Release of even date herewith (the “Release
Agreement”), the term of this Agreement shall commence on September 1, 2007 (“Start
Date”) and will continue through August 31, 2008, unless sooner terminated
pursuant to the provisions of this Agreement. From the Start Date through
December 31, 2007, the Parties agree that Consultant is expected to work
substantially the same as he worked when he served as the Contractor’s Chief
Financial Officer. From January 1, 2008 through May 31, 2008, Consultant
shall work on an “as needed” basis for Contractor for up to forty (40) hours
per week and Contractor shall provide Consultant with reasonable advance notice
of its need for Consultant’s Services. From June 1, 2008 through August 31,
2008, Consultant shall continue to work on an as-needed basis for Contractor for
up to ten (10) hours per week. Consultant shall be required to obtain
Contractor’s prior approval for any work performed by him in excess of the
forty (40) or ten (10) hours per week described above in order to receive the
hourly compensation described in Article III. Consultant shall have the right
to terminate the consulting relationship on or after May 31, 2008, by giving
not less than 30 days prior written notice to the Contractor.


 


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Article III -  Compensation
and Expenses


 


The compensation for the Services shall be solely as
follows:


 


From the Start Date through August 31, 2008,
Consultant shall be paid $16,250 per month payable in semi-monthly installments
of $8,125 in accordance with the regular executive salary payment schedule
adopted from time to time by Contractor. It is anticipated that no deductions
or withholds will be required but in the event that Contractor becomes legally
obligated to make deductions then such deductions shall be made.


 


Consultant shall be compensated at the rate of $200
per hour for all approved hours worked performing Services for Contractor in
excess of the hourly amounts described in Article II and for any Services
performed after August 31, 2008.


 


Consultant shall be reimbursed for all reasonable
out-of-pocket expenses incurred by Consultant in performing the Services
pursuant to this Agreement provided Consultant shall first furnish proper
documentation for approval setting forth the information required by the United
States Treasury Department for deductible business expenses and an explanation
of the nature of each expense item.


 


From the Start Date through December 31, 2007,
Contractor shall pay Consultant $1,619 per month as reimbursement for Consultant’s
medical premium expense, payable on or around the 15th of each
month.


 


From the Start Date through May 31, 2008, Contractor
shall provide a Blackberry or similar device (and e-mail service), an Apple
laptop computer and parking to Consultant at Contractor’s office. During the
term of this Agreement, Contractor shall provide Consultant with access to
non-exclusive work space and a computer at Contractor’s office in the event
that Consultant performs the Service at Contractor’s office.


 


Consultant shall provide Contractor with a statement
of his services and out-of-pocket expenses within ten business days after the
end of each calendar month covering that month’s charges. Consultant shall keep
records of the hours charged to Contractor, together with an explanation of the
Services performed during such time period. Consultant shall promptly provide
Contractor with a copy of such records with his monthly statement.


 


Article IV -  Status
as Independent Contractor


 


Both Contractor and Consultant expressly acknowledge
and agree that Consultant is an independent contractor and shall not act as or
be an agent for or employee of Contractor. All of Consultant’s activities in
performing the Services shall be at Consultant’s sole risk and except as
expressly provided herein, Consultant shall not be entitled to Workers
Compensation or any 


 


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other benefits or insurance protection provided by
Contractor to their agents and employees. Subject to Article V, as an
independent contractor, Consultant shall be solely responsible for determining
the means and methods for performing the Services. Consultant shall be solely
responsible for complying with and paying any and all taxes applicable to
compensation received under this Agreement and shall indemnify Contractor for
any claims related to any non-payment of applicable taxes.


 


Article V -  Standard
of Care


 


Consultant agrees to perform the Services with that
standard of care, skill and diligence normally provided by a professional
person in the performance of similar services. Consultant shall perform the
assigned tasks and duties in an efficient, competent and timely manner in
accordance with generally accepted industry standards. Consultant expressly
acknowledges that Contractor will rely upon the competence and completeness of
Consultants’ Services in utilizing the results of such Services in fulfilling
their contractual commitments to third parties. In no event shall Consultant
retain, hire or employ the services of subcontractors, third parties or others
without the express written authorization and approval of Contractor.


 


Article VI -  Use
of Materials; Confidentiality; Non-Solicitation; Adherence to Rules


 


Section 1 -  Use
of Materials.


 


Contractor shall own all rights to any and all work
products, patents, processes, copyrights, studies, flow charts, diagrams,
devices, programs, source codes, inventions, original works of authorship,
know-how, and other tangible or intangible material or data of any nature
developed by Consultant or as a result of any of Consultant’s Services. Any
work product generated by Consultant hereunder shall be deemed a work made for
hire. If any of such work product shall be deemed other than a work for hire,
Consultant hereby assigns to Contractor all rights, title and interest in and
to such work product. Consultant agrees to execute and deliver such documents
and instruments as Contractor may deem necessary and appropriate to transfer to
Contractor any and all rights, title, and interest, including copyrights,
Consultant has in any such work.


 


Section 2 -  Confidentiality.


 


Consultant shall not publish, disclose, or otherwise
divulge Confidential Information to any person, at any time during or after the
term of this Agreement, without Contractor’s prior express written consent. For
purposes of this Agreement, “Confidential Information” shall mean non-public,
confidential or proprietary information belonging to Contractor.


 


The term “Confidential Information” does not include
any information which (i) at the time of disclosure or thereafter is generally
available to the public (other than as a result of a disclosure by Consultant
or her representatives in violation of this Agreement), (ii) was available to
Consultant on a non-confidential basis from a source other than Contractor,
provided that such source is not bound by a confidentiality agreement that was
applicable to the Confidential Information, or (iii) has been independently
acquired or developed by Consultant without violating any of her obligations
under this Agreement.


 


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In the event that Consultant becomes legally compelled
(by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or other similar process) to disclose any of the
Confidential Information, Consultant shall give Contractor prompt prior written
notice of such requirement so that Contractor may seek a protective order or
other appropriate remedy and/or waive compliance with the terms of this
Agreement. In the event that such protective order or other remedy is not
obtained, or that Contractor waives compliance with the terms hereof,
Consultant agrees to provide only that limited portion of the Confidential
Information that it is advised by written opinion of counsel is legally
required and to exercise reasonable efforts to obtain assurance that
confidential treatment will be accorded such Confidential Information.


 


Consultant represents that his/her performance of all
terms of this Agreement as a consultant of Contractor has not breached and will
not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by Consultant in confidence or trust prior or
subsequent to the commencement of the Agreement, and Consultant will not
disclose to Contractor, or induce Contractor to use, any inventions,
confidential or proprietary information or material belonging to any previous
employer or any other party.


 


The parties agree that in the event of a breach of
this Confidentiality provision, Contractor shall be entitled to equitable
relief, including injunction and specific performance, in addition to all other
remedies available at law or equity. Consultant shall be responsible for, and
shall indemnify and hold harmless Contractor, for the violation of this
Confidentiality provision by any of its representatives. This Confidentiality
provision shall survive the termination of this Agreement.


 


Section 3 -  Solicitation
of Employees, Consultants and Other Parties.


 


Consultant agrees that during the term of the
Agreement, and for a period of twelve (12) months immediately following the
termination of the Agreement for any reason, Consultant shall not either
directly or indirectly solicit, induce, recruit or encourage any of Contractor’s
employees or other consultants to terminate their relationship with Contractor,
or take away such employees or consultants, or attempt to solicit, induce,
recruit, encourage or take away employees or consultants of Contractor, either
for himself/herself or for any other person or entity. Further, for a period of
twelve (12) months following termination of the Agreement for any reason,
Consultant shall not solicit any licensor to or customer of Contractor or
licensee of Contractor’s products, in each case, that are known to Consultant,
with respect to any business, products or services that are competitive to the
products or services offered by Contractor or under development as of the date
of termination of the Agreement.


 


Section 4 -  Adherence
to Rules.


 


At the time this Agreement is signed, the Contractor
shall provide Consultant with copies of the Contractor’s employment and insider
trading policies in effect at that time. Consultant shall strictly adhere to
and obey all the rules, policies and regulations now in effect or subsequently
modified governing the conduct of employees or advisors of Contraction.


 


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Article VII -  Termination


 


This Agreement shall terminate upon Consultant’s death
or “Disability” (which for purposes of this Agreement shall mean Consultant’s
inability to substantially perform the duties described herein for a continuous
period of at least thirty (30) days, as reasonably determined by Contractor in
its reasonable discretion). Additionally, Contractor may terminate the
consulting relationship and this Agreement at any time with or without Cause by
providing written notice to Consultant. For all purposes of this Agreement, “Cause”
shall mean Consultant has (i) been convicted of, or pleade nolo contendre to,
any felony or lesser crime involving fraud, embezzlement or misappropriation of
the property of Contractor or any of its subsidiaries, or (ii) engaged in gross
negligence or willful misconduct in the performance of his duties hereunder
that has resulted in material injury to the Contractor, or (iii) materially and
willfully breached any material provision hereof which breach is not cured
within ten (10) business days after written notice of such breach is received
from Contractor, or (iv) misappropriated for his own purpose and benefit any
material opportunity of the Contractor, or (v) repudiates that certain Separation
Agreement and Release dated of even date herewith between the Parties or
revokes the release contained therein. This Agreement shall also terminate in
the event that the Consultant becomes an employee of Contractor or Consultant
terminates this Agreement. No compensation or benefits will be paid or provided
to the Consultant under this Agreement for periods following the date when a
termination of this Agreement by Contractor for Cause,
death, Disability, Consultant becoming an employee of Contractor is effective
or if Consultant terminates this Agreement unless such termination by
Contractor is due to Contractor’s material breach of a material term of this
Agreement. In the event that Consultant is terminated without Cause, Consultant
shall, as a severance payment, continue to receive all of the Compensation
described in Article III for the periods indicated as if the consulting
relationship had not been terminated.


 


Article VIII -  Miscellaneous
Provisions


 


Section 1 -  Prior
Agreements.


 


This Agreement embodies and constitutes the entire
understanding between the parties with respect to the transaction contemplated
herein, and all prior agreements, understandings, representations and
statements, oral or written, are superseded by this Agreement except as
otherwise provided in the stock option agreements between Contractor and
Consultant and the Release Agreement.


 


Section 2 -  Amendments.


 


Neither this Agreement nor any provisions hereof may
be waived, modified, amended, discharged or terminated, except by an instrument
signed by the party against whom the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.


 


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Section 3 -  Assignment.


 


This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and/or
permitted assigns; provided, however, that Consultant may not assign this
Agreement without the prior written consent of Contractor in its sole
discretion.


 


Section 4 -  Availability
of Information.


 


All financial statements, reports, billings and other
documents shall properly reflect the facts about all activities and
transactions handled for the accounts of Contractor. Contractor’s duly
authorized representatives shall have, during the term of this Agreement and
for five (5) years thereafter, access at all reasonable times to all of the
Consultant’s accounts and records that may be needed to verify and audit
compliance with the provisions of this Agreement and all charges to Contractor
(except those charged solely on a lump-sum basis).


 


Section 5 -  Business
Ethics.


 


Consultant shall exercise reasonable care and
diligence to prevent any actions or conditions which could result in a conflict
with Contractor’s interest.


 


During the term of this Agreement, Consultant shall
not accept any employment or engage in any work which creates a conflict of
interest or competes with Contractor. Before engaging in an activity which may
compete with Contractor or may give rise to a conflict or interest or the
perception of such conflict of interest, Consultant shall disclose to
Contractor its contemplated activity and obtain Contractor’s express written
approval before proceeding.


 


Consultant shall not offer gifts, entertainment,
payments, loans or other considerations to Contractor’s employees, their
families, vendors, subcontractors and other third parties for the purpose of
influencing such persons to act contrary to Contractor’s interest.


 


Consultant shall immediately notify Contractor of all
violations of this provision upon becoming aware of such violation.


 


Section 6 -  Consequential Damages.


 


Neither party nor its
affiliates, nor their officers, directors, employees or agents shall be liable
hereunder to the other party or its affiliates for consequential or indirect
loss or damage, including loss of profit, loss of use, loss of revenue or any
other special or incidental damages.


 


Section 7 -  Business
Opportunities.


 


This Agreement shall in no way be construed to (i)
preclude in any way either party from pursuing any other business
opportunities; (ii) establish any relationship between Contractor and
Consultant with respect to such
business opportunities; or (iii) establish any relationship between Contractor
and Consultant with respect to the transaction that is the subject of this
Agreement.


 


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Section 8 -  Notice.


 


Any notice given under this Agreement shall be in
writing and shall be hand delivered, sent by registered or certified mail, or
delivered by a reputable overnight courier such as Federal Express to the
parties at their respective addresses specified above.


 


Section 9 -  Severability.


 


The terms of this Agreement shall be deemed severable
so that if any term should be found illegal or unenforceable, the remaining
terms shall nevertheless continue in full force and effect.


 


Section 10 -  Governing
Law.


 


This Agreement shall be interpreted governed and construed
under the laws of the State of California


 


Section 11 -  Arbitration.


 


(a)           Disputes. ANY AND ALL DISPUTES
OR CONTROVERSIES BETWEEN EXECUTIVE AND COMPANY ARISING OUT OF, RELATING TO OR
OTHERWISE CONNECTED WITH EXECUTIVE’S EMPLOYMENT OR THE TERMINATION OF SUCH
EMPLOYMENT, THIS AGREEMENT, OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR
TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING
ARBITRATION TO BE HELD IN LOS ANGELES, CALIFORNIA. THE ARBITRATION PROCEEDINGS
SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE
FEDERAL ARBITRATION ACT.


 


THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY
AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL
BE WRITTEN, FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND
SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY
TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION,
CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF
APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS.


 


THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE
ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE
ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY
FOR ALL OF THE PREVAILING PARTY’S COSTS (EXCLUDING THE ARBITRATOR’S
COMPENSATION AND OTHER ARBITRATION FEES AND COSTS, WHICH SHALL BE PAID BY
COMPANY IN ACCORDANCE WITH APPLICABLE STATE LAW), EXPENSES AND ATTORNEY’S FEES.
JUDGMENT SHALL 


 


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BE
ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE
SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING,
EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY
PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A
TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT
PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S
DECISION, SHALL BE KEPT CONFIDENTIAL.


 


(b)           Consent to Personal Jurisdiction.
The arbitrator(s) will apply California law to the merits of any dispute or
claim, without deference to conflicts of law rules. Executive hereby consents
to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this
Agreement or relating to any arbitration in which the Parties are participants.


 


(c)           Counterparts. This Agreement
may be signed in multiple counterparts, each of which shall constitute an
original and all of which, taken together, shall constitute one and the same
instrument. One or more counterparts of this Agreement may be delivered by
facsimile, with the intention that they shall have the same effect as an
original counterpart thereof and shall be binding on the person delivering the
same.


 


(d)           Acknowledgment. EXECUTIVE HAS
READ AND UNDERSTANDS THIS AGREEMENT, WHICH DISCUSSES ARBITRATION. EXECUTIVE
UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY
CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR
THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF, TO BINDING ARBITRATION AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF
ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.


 


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IN WITNESS WHEREOF, the parties hereto have signed
this Agreement on the date and year first written above.


 


 


	
   

  	
  Robert N. Weingarten

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:  Consultant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARTISTdirect, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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