Exhibit
10.76


 


 


 


BUSINESS
DEVELOPMENT SERVICES AGREEMENT


 


This
Business Development Agreement (the “Agreement”) is effective as of October 1, 2018 by and between Baishali
Sen (“Contractor”) and Maven Coalition, Inc., a Nevada corporation (“Company”).


 


WHEREAS,
Company wishes to engage Contractor for services described in Exhibit A.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, Contractor and Company hereby agree as
follows:


 


		1.	Services:
                                         Company hereby agrees to retain Contractor as an independent contractor for services
                                         described in Exhibit A (the “Services”), and Contractor hereby
                                         agrees to provide such Services to Company on the terms and conditions set forth in this
                                         Agreement. Contractor shall use Contractor’s best efforts to perform the Services
                                         such that the results are satisfactory to Company.



 


		2.	Compensation:
                                         In compensation for the Services, Company shall pay Contractor the fee described
                                         in Exhibit A. Contractor shall not be authorized to incur on behalf of Company
                                         any expenses and will be responsible for all expenses incurred while performing the Services
                                         unless otherwise agreed to by Company in writing. As a condition to receipt of reimbursement,
                                         Contractor shall be required to submit to Company supporting receipts.



 


		3.	Payment:
                                         Contractor shall submit invoices monthly in reasonable detail including hours worked
                                         daily and such invoice will be payable within 30 days after receipt of the invoice and
                                         confirmation by Company that the Services have been performed. The first payment will
                                         be subject to receipt of an IRS form W-9 and direct deposit information (routing number
                                         and account number), to be completed by Contractor within the first week of the engagement.
                                         Invoices shall be sent to ap@themaven.net or
	 	 	 
	 	 	Accounts
                                         Payable

                                                                                                                                                                                                          Maven
                                         Coalition, Inc.


1500
Fourth Avenue, Suite 200


Seattle,
WA 98101









 


		4.	Independent
                                         Contractor: In furnishing the Services, Contractor and Company agree that Contractor
                                         will at all times be acting as an independent contractor of Company. As such, Contractor
                                         will not be an employee of Company and will not be entitled to participate in or to receive
                                         any benefit or right under any of the Company’s employee benefit or welfare plans.
                                         Contractor understands that it is Contractor’s responsibility to pay income taxes
                                         on the fees collected under this agreement in accordance with federal, state and local
                                         laws, and that no deductions or withholdings for taxes or contributions of any kind shall
                                         be made by Company.



 


		5.	Service
                                         as a Director: It is understood that the Services shall be unrelated to Contractor’s
                                         role as a member of the Board of Directors (the “Board”) of TheMaven,
                                         Inc., a Delaware corporation and the parent entity of the Company (“Parent”).
                                         In the event that the Company or Parent determines that the Services and related compensation
                                         hereunder may interfere with Contractor’s exercise of independent judgment as a
                                         member of the Board, the Company may terminate this Agreement effective immediately.



 


		6.	Method
                                         of Provision of Services: Contractor shall be solely responsible for determining
                                         the method, details and means of performing the Services. Contractor acknowledges and
                                         agrees that Contractor has no authority to enter into contracts that bind Company or
                                         create obligations on the part of Company without the prior written authorization of
                                         Company.









 




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		7.	Work
                                         Product: As used herein, “Work Product” shall include, without
                                         limitation, all materials delivered to Company in connection with this Agreement and
                                         all results, proceeds and products of the Services and shall further include, without
                                         limitation, all copyrightable works, patents, ideas, inventions, technology, designs
                                         and other creations and any related work-in-progress, improvements or modifications to
                                         the foregoing, that are created, developed or conceived (alone or with others) in connection
                                         with Consultant’s activities for the Company (i) during the term hereof, and (ii)
                                         if based on Confidential Information (as defined below), after termination of this Agreement.
	 	 	 
	 	 	All
                                         Work Product shall be considered “work made for hire” (as such term is defined
                                         in 17 U.S.C. §101) and shall be the sole property of Company, with Company having
                                         the right to obtain and hold in its own name all intellectual property rights in and
                                         to such Work Product. To the extent that the Work Product may not be considered “work
                                         made for hire,” Contractor hereby irrevocably assigns and agrees to assign to Company,
                                         without additional consideration, all right, title and interest in and to all Work Product,
                                         whether currently existing or created or developed later, including, without limitation,
                                         all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual
                                         property and proprietary rights related thereto, whether existing now or in the future,
                                         effective immediately upon the inception, conception, creation or development thereof.









 


		8.	Confidentiality:
                                         Contractor shall not disclose Confidential Information (as defined below) to others,
                                         or use for Contractor’s own benefit outside the strictures of this engagement,
                                         except as may be required by law. Contractor agrees that information, in whatever form
                                         (written, oral, computer-based, digital, or other), relating in any way to: inventions;
                                         trade secrets; processes; methods of processing and production; marketing strategies
                                         and tactics; business development plans; new club research; clients; suppliers; vendors;
                                         members; prospective members or customers; prices; or any other information related to
                                         the business of Company which Contractor may learn, invent, or develop during this engagement,
                                         shall at all times be considered confidential and proprietary, and shall remain the exclusive
                                         property of Company (the “Confidential Information”). This definition
                                         of Confidential Information does not include information that is rightfully and lawfully
                                         within the public domain. Contractor’s obligation in this respect shall be considered
                                         ongoing and shall continue after the cessation of this engagement with Company.



 


		9.	Responsibilities
                                         of the Parties; Liability: The Contractor’s duties and responsibilities shall
                                         be limited to those specifically identified in this Agreement. Contractor provides no
                                         express or implied warranty for any Services performed by the Contractor. Company’s
                                         liability to Contractor is limited to the amount of fees for the services for the most
                                         recent month of service.



 


		10.	Term:
                                         The term of this Agreement shall commence on the date first specified above, and
                                         shall continue until September 1, 2019 unless extended by mutual agreement, pursuant
                                         to Section 6or until either party provides prior written notice of termination of at
                                         least ten (10) calendar days to the Company. In the event of termination, Company shall
                                         be responsible for any portion of compensation owed to the Contractor for any services
                                         rendered prior to the effective date of such termination.



 


		11.	Entire
                                         Agreement/Modification/Waiver: This Agreement contains the entire and only agreement
                                         between the Contractor and Company respecting the subject matter hereof, and no modification,
                                         renewal, extension, waiver or termination of this Agreement or any of the provisions
                                         hereof shall be binding upon the Contractor or Company unless made in writing and signed
                                         by the Contractor and Company.



 


		12.	Survival
                                         of Terms: This Agreement shall be binding upon each party. The obligations in Sections
                                         6 and 8 shall survive the termination of this Agreement.



 


		13.	Severability:
                                         If any provision of this Agreement shall be determined to be invalid, illegal or otherwise
                                         unenforceable by any court of competent jurisdiction, the validity, legality and enforceability
                                         of the other provisions of this Agreement shall not be affected.



 




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		14.	Governing
                                         Law: This Agreement shall be governed by, and construed and enforced in accordance
                                         with, the substantive laws of the State of Washington without regard to its principles
                                         of conflicts of laws.



 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year above.


 


	By:	/s/
    Baishali Sen	 
	 	Baishali
    Sen	 
	 	 	 
	MAVEN
    COALITION, INC.	 
	 	 	 
	By:	/s/
    Rob Scott	 
	Name:	Rob
    Scott	 
	Title:	Executive
    Vice President	 


 




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EXHIBIT
A


(Services
and Compensation)


 


	The
    Company Manager supervising this work is:


 


	Contractor
    agrees to provide these services:
	 	 	 	 	 
	 	●	Business
    Development
	 	 	 	 	 
	 	 		○	Identify
    potential publishers to join the network
	 	 	 	 	 
	 	 		○	Make
    and manage introductions to approved publisher targets
	 	 	 	 	 
	 	●	Partner
    development:
	 	 	 	 	 
	 	 		○	consulting
    on progressive political publishers and political network balance
	 	 	 	 	 
	 	 		○	participate
    in daily network development team conference calls


 


	Compensation
                                         for the Services will be:

         

        $25,000
        annualized, payable in equal monthly installments each calendar month (pro rata for partial months)

         

        Bonus
        compensation, which may include equity compensation, may be paid upon the signing of publishers first introduced to the
        Company by Contractor, to be assessed on a case-by-case basis.

	 
	The
    services will be completed by (date): October 1, 2019 unless earlier terminated or extended by mutual agreement
	 
	Services
    will be provided generally at this location: New York


 


	Contractor’s
    email: shalirsen@gmail.com	Phone:
    917-860-1261
	 	 
	Address:	 
	 	 
	9940
    63rd Road, 1E	 
	Rego
    Park, NY 11374	 


 



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