Exhibit
10.1


CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT (“Consulting
Agreement”) is entered into as of January 12, 2007 by and between
ARTISTdirect, Inc., a Delaware corporation (the “Company”), WNT
Consulting Group, a California limited liability company (“Consulting
Company”), and Eric Pulier, an individual (“Consultant”).


RECITALS


A.                                    Consultant is a
member of the Company’s Board of Directors (“Board”).


B.                                    Consultant
currently provides consulting services to the Company outside the scope of
ordinary Board services.


C.                                    Consulting
Company is wholly-owned by Consultant.


D.                                    In order to
provide for the continued availability of Consultant’s services to the Company,
the Company, Consulting Company and Consultant have agreed to enter into this
Consulting Agreement.


E.                                      The Company’s
management considers it in the best interests of the Company to foster the
continued availability of Consultant, and Consultant agrees to provide services
to the Company and its subsidiaries, in accordance with the terms hereof.


AGREEMENT


NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein and for other good and valuable
consideration, the parties agree as follows:


1.                                      Consulting
Services; Duties.  During the Term (as defined in Section
4 below), Consultant shall make himself reasonably available to provide
non-exclusive consulting and advisory services to the Company, and its
subsidiaries, outside of the ordinary course of what is provided by other
members of the Company’s Board.  If the
Company elects to engage Consultant to provide services under this Consulting
Agreement, the Company shall provide Consultant with reasonable advance written
notice, which shall contain a brief description of the scope of services to be
provided (each, a “Consulting Request”). 
Each Consulting Request shall be approved and signed by each of the
Company, Consulting Company and Consultant before any work shall commence
pursuant to a Consulting Request. 
Consultant will comply with the Company’s rules and policies relating to
workplace conduct and security while at the Company’s premises.  Consultant shall not remove any property of
the Company or any third party from the Company’s premises without the prior
written consent of an executive officer of the Company.  Notwithstanding execution of this Consulting
Agreement, the parties acknowledge and agree that the Company shall be under no
binding obligation to engage Consulting Company or Consultant for consulting or
advisory services.


2.                                      Hourly Fee.  During the Term, Consultant’s hourly
fee shall be paid by the Company to Consulting Company at the rate of $500 per
hour.  Accrued fees shall be paid by the
Company on a monthly basis by no later fifteen (15) calendar days following
receipt of a reasonably detailed invoice from Consulting Company describing
Consultant’s services for such period.


3.                                      Reimbursement; Benefits.  The Company
agrees to reimburse Consultant for reasonable and necessary out-of-pocket
expenses incurred during the Term related to performance of Consultant’s duties
under this Consulting Agreement, to the extent such expenses are approved by an
executive officer 



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of the Company in
advance.  Reimbursement is subject to
Consultant providing the Company with copies of satisfactory documentation in
sufficient detail to allow the Company to confirm the business nature of the
expenses and to claim applicable deductions. 
Except as required by applicable law, the Company shall have no
obligation to provide any benefits to Consultant during the Term.


4.                                      Term.  The term
(the “Term”) of this Consulting Agreement shall commence as January 12,
2007 (the “Effective Date”) and shall continue in effect until any party
provides ten (10) days prior written notice to the other parties of its
intention to terminate this Consulting Agreement.  Nothwithstanding the foregoing, this
Consulting Agreement shall automatically terminate upon the event of Consultant’s
death or disability.


5.                                      Rights
to Works.  In return
for the consideration described herein, Consulting Company and Consultant agree
as follows:


(a)                                  All inventions,
trade secrets, ideas, recordings, original works of authorship or other work
product of any kind that Consultant conceives, develops, discovers or makes in
whole or in part in the course or scope of his services (hereinafter referred
to as “Work Product”) shall belong solely and exclusively to the
Company.  The Company shall have the
perpetual and exclusive right to use, exhibit, distribute, or license
throughout the universe, any Work Product or part thereof in which Consultant’s
services with the Company are utilized in all forms of audio, visual, textual,
digital, electronic or other distribution that are now known or may hereafter
exist, and otherwise exploit such Work Product in such media, forums and for
such uses throughout the universe as it deems appropriate.  All revenues derived by the Company from the
use, exhibition, distribution, licensing, or other exploitation of such Work
Product shall be the sole and exclusive property of the Company.


(b)                                 To the extent
that Work Product is considered: (i) a contribution to collective works
and/or (ii) a part or component of audiovisual works, the parties hereby
expressly agree that  Work Product shall
be considered “works made for hire” under the United States Copyright Act of
1976, as amended (17 U.S.C.  Section 101
et seq.).  In accordance therewith, the
sole right of copyright in and to the Work Product shall belong exclusively to
the Company in perpetuity.  To the extent
that the Work Product is deemed a work other than a contribution to a
collective work and/or a part or component of an audiovisual work, Consultant
hereby irrevocably assigns and transfers to the Company to the maximum extent
permitted by law all right, title and interest in the Work Product, including
but not limited to, all copyrights, patents, trade secret rights, and other
proprietary rights in or relating to the Work Product.  At the Company’s reasonable written request
and sole expense, Consultant shall execute, verify, acknowledge, deliver and file
any and all formal assignments, recordations and any and all other documents
that the Company may prepare to give effect to the provisions of this
Consulting Agreement.  In furtherance of
the foregoing, Consultant hereby and irrevocably constitutes and appoints the
Company, with full power of substitution, to be Consultant’s true and lawful
attorney, in his name, place, and stead, to execute, acknowledge, swear to, and
file all instruments, conveyances, certificates, agreements, and other
documents, and to take any action which may be necessary or appropriate to
effect the provisions of this Section 5. 
The powers of attorney granted herein shall be deemed to be coupled with
an interest and shall be irrevocable.


(c)                                  It is
understood that the rights granted to the Company in this Section 5 shall
continue in effect after the termination or expiration of this Consulting
Agreement and when Consultant is no longer a member of the Board.


(d)                                 All provisions
of this Consulting Agreement relating to the assignment by Consultant of any
invention or innovation are subject to the provisions of California Labor Code
Sections 2870, 2871 and 2872.  In
accordance with Section 2870 of the California Labor Code, the obligation to 



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assign as provided in this Consulting Agreement
does not apply to an invention or innovation that Consultant developed entirely
on his own time without using the Company’s equipment, supplies, facilities, or
trade secret information except for those inventions that either: (i) relate to
either (A) the business of the Company or any of its subsidiaries at the time
of conception or reduction to practice of the invention, or (B) actual or
demonstrably anticipated research or development of the Company or any of its
subsidiaries; or (ii) result from any work performed by Consultant for the
Company or any of its subsidiaries.


(e)                                  Consultant
shall disclose all inventions and innovations to the Company, even if he does
not believe that he is required under this Consulting Agreement, or pursuant to
California Labor Code Section 2870, in order to assign his interest in such
invention or innovation to the Company.


6.                                      Consultant’s
Tax Obligations;  Insurance Coverage.  All fees, compensation, payments and other
benefits payable or provided under this Consulting Agreement shall be construed
to include local, state or federal sales, use, excise, personal property or
other similar taxes or duties, and any such taxes shall be assumed and paid for
by Consultant. Consultant shall be solely responsible for and shall make proper
and timely payment of any withholding or other taxes, such as Consultant’s
estimated state and federal income taxes, employment taxes and self-employment
taxes.


7.                                      Securities
Laws; Insider Trading Policies.


(a)                                  Consultant
agrees to comply with all provisions of the Company’s insider trading policy
and the securities laws of the United States, including, but not limited to
Section 16 of the Securities Exchange Act of 1934, as amended.


(b)                                 Consultant
agrees that he shall execute a mutually agreeable confidentiality agreement
which shall prohibit, among other things, disclosure by Consultant of
confidential information pertaining to the Company in violation of Regulation
FD.


8.                                      Other.  This Consulting Agreement is the complete
agreement and understanding between the parties with respect to its subject
matter and supersedes any prior understandings, agreements or representations,
written or oral, which may relate to the subject matter hereof in any way. The
provisions of this Consulting Agreement may be amended or waived only in a
writing signed by the Company, Consulting Company and Consultant.  This Consulting Agreement may be executed in
separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement. This Consulting
Agreement is intended to bind and inure to the benefit of and be enforceable by
all the parties and their respective heirs, successors and assigns, except that
Consultant may not assign his rights or delegate his obligations
hereunder.  This Consulting Agreement is
made and entered into, and shall be interpreted and construed in accordance
with the laws of, the State of California. 
Each of the parties represents that it/he has the full right, power and
authority to enter into this Consulting Agreement, and when executed, will
constitute a valid and binding obligation on it/him.


9.                                      Notices.  Any notice or communication
required or permitted by this Consulting Agreement shall be deemed sufficiently
given if in writing and, if delivered personally, when it is delivered or, if
delivered in another manner, the earlier of when it is actually received by the
party to whom it is directed or when the period set forth below expires
(whether or not it is actually received): 
(i) if deposited with the U.S. 
Postal Service, postage prepaid, and addressed to the party to receive
it as set forth below, forty-eight (48) hours after such deposit as registered
or certified mail; or (ii) if accepted by Federal Express or a similar delivery
service in general usage for delivery to the address of the party to receive it
as set forth next below, twenty-four (24) hours after the delivery time
promised by the delivery service.



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IN
WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the
date first written above.


	
  

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ARTISTDIRECT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert N. Weingarten

  
	
   

  	
  By:  Robert N. Weingarten

  
	
   

  	
  Its:  Chief Financial Officer

  
	
   

  	
  Address: 1601 Cloverfield Boulevard, Suite 400
  South

  
	
   

  	
  Santa Monica,
  California 90404-4082

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONSULTING COMPANY:

  
	
   

  	
   

  
	
   

  	
  WNT Consulting Group, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Eric Pulier

  
	
   

  	
  By:  Eric Pulier

  
	
   

  	
  Its:  Director

  
	
   

  	
  Address: 12366 Ridge Circle

  
	
   

  	
  Los Angeles, CA
  90049

  
	
   

  	
   

  
	
   

  	
  CONSULTANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Eric Pulier

  
	
   

  	
  Eric Pulier

  
	
   

  	
  Address: 12366 Ridge Circle

  
	
   

  	
  Los Angeles, CA
  90049

  



 



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