Exhibit
10.2


CONSULTING
AGREEMENT


This Consulting
Agreement (“Agreement”) is made and entered into as of the second (2nd) day of
January, 2007, by and between The Outdoor Channel, Inc. (the “Company”), and
Andrew J. Dale (“Consultant”) (collectively referred to as the “Parties” or
individually referred to as a “Party”).


WHEREAS, the
Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company and Consultant is willing to perform such
services, on terms set forth more fully below;


WHEREAS,
Consultant’s performance of consulting services for the Company will allow
Consultant to continue vesting in the options to purchase shares of the Company’s
common stock, which were granted to Consultant pursuant to the Stock Option
Award Agreements that Consultant and the Company entered into, dated April 25,
2005, and which are subject to the terms and conditions of Outdoor Channel
Holdings, Inc.’s 2004 Long-Term Incentive Plan (collectively referred to herein
as the “Stock Agreements”); and


WHEREAS, even if
Consultant makes a concerted effort to respect his continuing obligations to
protect the confidentiality of the Company’s trade secrets and proprietary
information, it simply will not be possible for him to perform any consulting
or job responsibilities at the Company’s Competitors, as defined herein, and
protect the confidentiality of the Company’s trade secrets and proprietary
information;


NOW THEREFORE, in
consideration of the mutual promises contained herein, the parties agree as
follows:


1.     SERVICES AND COMPENSATION


(a) Consultant agrees to make himself available for up to a maximum of
5 days per month to perform such assignments as may reasonably be assigned by
the Company (the “Services”).  Company
agree to provide Consultant with two (2) business days’ notice for performing
any Services requiring air travel and one (1) business day’s notice for
performing any other Services.


(b) The Company agrees to pay Consultant a
fee of Eight Thousand Dollars ($8,000.00) per month for the Consulting Term, as
defined below.  This monthly payment will
be paid no later than the first business day of the month following each month
in which Consultant either performed or was available to perform, pursuant to
the terms of this Agreement, the Services.


(c) The Company also agrees to pay for
Consultant’s membership in Cable & Telecommunications Association for
Marketing during the Consulting Term. 
The Company further agrees to pay for Consultant’s subscription to the
publications of CableFax, Multichannel New, and CableWorld during the
Consulting Term.


(d) Except for travel between
Consultant’s home and the Company’s Temecula office, the Company further agrees
to reimburse the reasonable travel expenses incurred by Consultant in performing the Services.



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2.     CONFIDENTIALITY


(a) Definition.  “Confidential Information” means any Company
proprietary information, technical data, trade secrets or know-how, including,
but not limited to, research, product plans, products, services, customers, customer
lists, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
marketing, finances, or other business information disclosed by the Company
either directly or indirectly in writing, orally, or by drawings or inspection
of parts or equipment.


(b) Non-Use and Non-Disclosure.  Consultant will not, during or subsequent to
the term of this Agreement, use the Company’s Confidential Information for any
purpose whatsoever other than the performance of the Services on behalf of the
Company or disclose the Company’s Confidential Information to any third
party.  It is understood that said
Confidential Information shall remain the sole property of the Company.  Consultant further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of such
Confidential Information including, but not limited to, having each employee of
Consultant, if any, with access to any Confidential Information, execute a nondisclosure
agreement containing provisions in the Company’s favor identical to
Sections 2, 3, and 4 of this Agreement. 
Confidential Information does not include information which (i) is known
to Consultant at the time of disclosure to Consultant by the Company as
evidenced by written records of Consultant, (ii) has become publicly known and
made generally available through no wrongful act of Consultant, or (iii) has
been rightfully received by Consultant from a third party who is authorized to
make such disclosure.


(c) Former Employer’s Confidential
Information.  Consultant agrees that
Consultant will not, during the term of this Agreement, improperly use or
disclose any proprietary information or trade secrets of any former or current
employer or other person or entity with which Consultant has an agreement or
duty to keep in confidence information acquired by Consultant, if any, and that
Consultant will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to such employer, person, or
entity unless consented to in writing by such employer, person, or entity.  Consultant will indemnify the Company and
hold it harmless from and against all claims, liabilities, damages, and
expenses, including reasonable attorneys’ fees and costs of suit, arising out
of or in connection with any violation or claimed violation of a third party’s
rights resulting in whole or in part from the Company’s use of the work product
of Consultant under this Agreement.


(d) Third Party Confidential Information.  Consultant recognizes that the Company has
received and in the future will receive from third parties their confidential
or proprietary information subject to a duty on the Company’s part to maintain
the confidentiality of such information and to use it only for certain limited
purposes.  Consultant agrees that
Consultant owes the Company and such third parties, during the term of this
Agreement and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person,
firm, or corporation or to use it except as necessary in carrying out the
Services for the Company consistent with the Company’s agreement with such
third party.


(e) Return of Materials.  Upon the termination of this Agreement, or
upon Company’s earlier request, Consultant will deliver to the Company all of
the Company’s property or Confidential Information that Consultant may have in
Consultant’s possession or control.



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3.     OWNERSHIP


(a) Assignment.  Consultant agrees that all copyrightable
material, notes, records, drawings, designs, inventions, improvements,
developments, discoveries, and trade secrets conceived, made, or discovered by
Consultant, solely or in collaboration with the Company, during the period of
this Agreement, which relate in any manner to the business of the Company that
Consultant may be directed to undertake, investigate, or experiment with, or
which Consultant may become associated with in work, investigation, or
experimentation in the line of business of Company while performing the
Services hereunder (collectively, “Inventions”), are the sole property of the
Company.  Consultant further agrees to
assign (or cause to be assigned) and does hereby assign fully to the Company
all Inventions and any copyrights, patents, or other intellectual property
rights relating thereto.


(b) Further Assurances.  Consultant agrees to assist Company, or its
designee, at the Company’s expense, in every proper way to secure the Company’s
rights in the Inventions and any copyrights, patents, or other intellectual
property rights relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments,
and all other instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey to the
Company, its successors, assigns, and nominees the sole and exclusive right,
title, and interest in and to such Inventions, and any copyrights, patents, or
other intellectual property rights relating thereto.  Consultant further agrees that Consultant’s
obligation to execute or cause to be executed, when it is in Consultant’s power
to do so, any such instrument or papers shall continue after the termination of
this Agreement.


(c) Pre-Existing Materials.  Consultant agrees that if in the course of
performing the Services, Consultant incorporates into any Invention developed
hereunder any invention, improvement, development, concept, discovery, or other
proprietary information owned by Consultant or in which Consultant has an
interest, (i) Consultant shall inform Company, in writing before
incorporating such invention, improvement, development, concept, discovery, or
other proprietary information into any Invention; and (ii) the Company is
hereby granted and shall have a nonexclusive, royalty-free, perpetual,
irrevocable, worldwide license to make, have made, modify, use, and sell such
item as part of or in connection with such Invention.  Consultant shall not incorporate any
invention, improvement, development, concept, discovery, or other proprietary
information owned by any third party into any Invention without Company’s prior
written permission.


(d) Attorney in Fact.  Consultant agrees that if the Company is
unable because of Consultant’s unavailability, dissolution, mental or physical
incapacity, or for any other reason, to secure Consultant’s signature to apply
for or to pursue any application for any United States or foreign patents or
copyright registrations covering the Inventions assigned to the Company above,
then Consultant hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as Consultant’s agent and attorney in fact,
to act for and in Consultant’s behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents and copyright registrations thereon with
the same legal force and effect as if executed by Consultant.



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4.     CONFLICTING OBLIGATIONS


Consultant certifies that
Consultant has no outstanding agreement or obligation that is in conflict with
any of the provisions of this Agreement, or that would preclude Consultant from
complying with the provisions hereof, and further certifies that Consultant
will not enter into any such conflicting agreement during the term of this
Agreement.  Further, Consultant
acknowledges that he is subject to and will abide by the insider trading policy
of Outdoor Channel Holdings, Inc. regarding blackout periods for trading
securities, including the normal blackout periods and any additional blackout
periods implemented by Outdoor Channel Holdings, Inc.


5.     TERM AND TERMINATION


(a) Term.  This Agreement will commence on the date
first written above and will terminate on January 2, 2008, unless it is
terminated before that time as provided below (the “Consulting Term”).


(b) Termination.  The Consultant may terminate this Agreement
at any time.  The Company may terminate
this Agreement immediately if Consultant breaches Sections 1, 6, or 7 of this
Agreement.  Upon termination of this
Agreement, the Company’s obligation to provide Consultant with any payments or
fees, as set forth in Section 1 above shall cease immediately, and no further
payments will be due to Consultant by the Company.


(c) Survival.  Upon such termination, all rights and duties
of the parties toward each other shall cease except Sections 2 (Confidentiality),
3 (Ownership), 9 (Independent Contractors), and 10 (Benefits) shall
survive termination of this Agreement.


6.     DUTY OF LOYALTY AND
CONFIDENTIALITY


(a) Given Consultant’s detailed access to and
knowledge of the Company’s Confidential Information, Consultant acknowledges
and agrees that Consultant cannot work as an employee or consultant at any of
the following of the Company’s competitors in the cable television
industry:  the Sportsman Channel, Versus
(formally known as Outdoor Life Network), the Mens Channel, and Men’s Outdoor
and Recreation (the “Company’s Competitors”). 
Consultant acknowledges and agrees that, even if Consultant makes a
concerted effort to respect his continuing obligations to protect the
confidentiality of the Company’s Confidential Information, it simply will not
be possible for him to simultaneously: (i) perform any consulting or job
responsibilities at any of the Company’s Competitors and (ii) protect the
confidentiality of the Company’s Confidential Information.  The Company’s Confidential Information would
inevitably be disclosed in the performance of Consultant’s consulting or job
duties at any of the Company’s Competitors to the severe detriment of the
Company.  Accordingly, as consideration
for the Consulting Agreement, Consultant agrees that during the Consulting
Term, Consultant shall not become an employee or consultant to any of the
Company’s Competitors.


(b) Given
Consultant’s detailed access to and knowledge of the Company’s Confidential
Information, and as further consideration for the Consulting Agreement,
Consultant agrees that, during the Consulting Term, he shall not either
directly or indirectly, solicit, call upon, or encourage any of the Company’s
customers to do business with any of the Company’s Competitors.  Consultant further agrees that, during the
Consulting Term, he shall not either directly or indirectly, solicit, induce,
recruit, or encourage any of the Company’s employees to leave their 



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employment, or take away such employees, or
attempt to solicit, induce, or recruit employees of the Company, either for
himself or for any of the Company’s Competitors.


7.     ASSIGNMENT


Neither this Agreement nor any right hereunder or
interest herein may be assigned or transferred by Consultant without the
express written consent of the Company.


8.     INDEPENDENT CONTRACTOR


It is the express intention of the parties that
Consultant is an independent contractor. 
Nothing in this Agreement shall in any way be construed to constitute
Consultant as an agent, employee, or representative of the Company, but
Consultant shall perform the Services hereunder as an independent
contractor.  Consultant agrees to furnish
(or reimburse the Company for) all tools and materials necessary to accomplish
this contract, and shall incur all expenses associated with performance.  Consultant acknowledges and agrees that
Consultant is obligated to report as income all compensation received by
Consultant pursuant to this Agreement, and Consultant agrees to and acknowledges
the obligation to pay all self-employment and other taxes thereon.  Consultant further agrees to indemnify and
hold harmless the Company and its directors, officers, and employees from and
against all taxes, losses, damages, liabilities, costs, and expenses, including
attorney’s fees and other legal expenses, arising directly or indirectly from
(i) any negligent, reckless, or intentionally wrongful act of Consultant
or Consultant’s assistants, employees, or agents, (ii) a determination by
a court or agency that the Consultant is not an independent contractor, or
(iii) any breach by the Consultant or Consultant’s assistants, employees,
or agents of any of the covenants contained in this Agreement.


9.     BENEFITS


Except for the consideration identified in section 1
of the Separation Agreement entered into between Consultant and the Company,
Consultant acknowledges and agrees and it is the intent of the parties hereto
that Consultant receive no Company-sponsored benefits from the Company either
as a Consultant or employee.  Such
benefits include, but are not limited to, paid vacation, sick leave, medical
insurance, and 401(k) participation.  If
Consultant is reclassified by a state or federal agency or court as an
employee, Consultant will become a reclassified employee and will receive no
benefits except those mandated by state or federal law, even if by the terms of
the Company’s benefit plans in effect at the time of such reclassification
Consultant would otherwise be eligible for such benefits.  Nothing in this Agreement modifies or
supersedes the consideration identified in section 1 of the Separation
Agreement entered into between Consultant and the Company.


10.   ARBITRATION AND EQUITABLE
RELIEF


THE PARTIES AGREE
THAT ANY AND ALL DISPUTES ARISING OUT OF, RELATING TO, OR RESULTING FROM THE
TERMS OF THIS AGREEMENT AND THEIR INTERPRETATION SHALL BE SUBJECT TO BINDING
ARBITRATION IN SAN DIEGO COUNTY, CALIFORNIA BEFORE JAMS, PURSUANT TO ITS
EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”).  THE ARBITRATOR SHALL ADMINISTER AND CONDUCT
ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA
CODE OF CIVIL PROCEDURE, AND 



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THE ARBITRATOR SHALL
APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM,
WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION.  TO THE EXTENT THAT THE JAMS RULES CONFLICT
WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE.  THE ARBITRATOR MAY GRANT INJUNCTIONS AND
OTHER RELIEF IN SUCH DISPUTES.  THE
DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE
PARTIES TO THE ARBITRATION.  THE PARTIES
AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO
INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
ARBITRATION AWARD.  THE ARBITRATOR SHALL
AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED
BY LAW.  THE PARTIES HEREBY AGREE TO
WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW
BY A JUDGE OR JURY.


11.   GOVERNING LAW


This Agreement shall be governed by the internal
substantive laws, but not the choice-of-law rules, of the State of California.


12.   ENTIRE AGREEMENT


This Agreement
represents the entire agreement and understanding between the Company and
Consultant concerning Consultant’s relationship with the Company and the
termination of that relationship and the events leading thereto and associated
therewith, and supersedes and replaces any and all prior agreements and
understandings concerning Consultant’s relationship with the Company, with the
exception of the Separation Agreement and Release and the Company’s Stock
Agreements, which shall remain in full force and effect.


13.   MODIFICATION


This Agreement may only be amended in a writing signed
by Consultant and the Company’s President.


14.   ATTORNEYS’ FEES


In the event that either Party bring an action to
enforce or effect its rights under this Agreement, the prevailing Party shall
be entitled to recover its costs and expenses, including the costs of
mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees
incurred in connection with such an action.


15.   SEVERABILITY


The invalidity or unenforceability of any provision of
this Agreement, or any terms thereof, shall not affect the validity of this
Agreement as a whole, which shall at all times remain in full force and effect.



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


	
  

  	
  CONSULTANT

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  /s/        Andrew
  J. Dale

  	
   

  	 

	
   

  	
  Andrew J. Dale

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  THE OUTDOOR CHANNEL,
  INC.

  	
   

  	 

	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Perry T.
  Massie

  	
   

  
	
   

  	
  Title: 

  	
  Co-President

  	
   

  
						



 



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