GLOBAL RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS STRATEGIC ALLIANCE AGREEMENT
GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
This
Strategic Alliance Agreement (this "Agreement") is entered into as of the 15th
day of November, 2007 (hereinafter referred to as the effective date of the
Agreement), by and among Global Intelligence Network, a Nevada corporation;
Attorney’s Process & Investigation Services, Inc., a Wisconsin corporation;
Xxxxxxx Investigations, a Nevada corporation; AmericanChecked, Inc., a Oklahoma
corporation; GGS-US, a Nevada corporation; International Investigative
Solutions, a Nevada corporation; and, AP-ID Incorporated, a Nevada corporation
(hereinafter referred to individually as “Member” and collectively as
“Members”)), and Global Risk Management & Investigative Solutions, a Nevada
corporation (hereinafter referred to as "GRMIS"), Members and GRMIS are
collectively referred to herein as the “Parties”.
WITNESSETH:
WHEREAS,
Members and GRMIS wish to enter into a strategic alliance to market and perform
certain complementary business consulting services;
WHEREAS,
GRMIS was created to be a one source risk management and security solution for
multiple industries;
WHEREAS,
Members are independently in various risk management and security solutions
businesses, including investigative, technical IT, background, document
verification, and data banks of security information to a wide range of clients;
and
NOW,
THEREFORE, in consideration of the foregoing and of the mutual premises
hereinafter expressed, the Parties hereto do mutually agree as
follows:
ARTICLE
I. SCOPE OF STRATEGIC
ALLIANCE.
1.
Members shall consist of:
1.1.1 GGS-US Ltd. – GGS-US Ltd
(“GGS”) is a Technology Risk Management Company contracting with major gaming
and non-gaming companies with international holdings. GGS consults in gaming
regulation and licensing matters. GGS conducts various technologies related
testing and auditing, including but not limited to the following: Sarbanes Oxley
404 Compliance, Disaster Recovery, Systems & Data Security, Games &
Systems Testing, Payment Card Industry Certification, Product & Quality
Assurance and Operational & Process Auditing.
1.1.2 Global Intelligence Network.
Global Intelligence Network (“Global”) is a private investigative firm which
conducts background investigations of individuals and companies for governmental
compliance, regulatory due diligence, pre-employment backgrounds and employee
re-evaluations in over 70 countries.
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
1.1.3. Xxxxxxx Investigations.
Xxxxxxx Investigations (“Xxxxxxx”) is the exclusive international supplier of
surveillance intelligence data providing complete historical database available
to gaming establishments. Xxxxxxx provides the first step in defense from
suspected cheaters and counters assisting in identifying the
subject.
1.1.4. API. API provides litigation
support services and assists corporations and government agencies with their
growing investigative support needs. API provides local, regional, national, and
international clients with successful solutions to their security and personnel
challenges.
1.1.5. AP-ID. AP-ID produces ePAC.
ePAC, Electronic Patriot Act Compliance, is comprised of sophisticated document
scanner and revolutionary software that identifies the form of document,
authenticates that the document is valid, and then validates the individuals’
status against nations “watch” lists as well as the clients own internal lists,
and procedures.
1.1.6. AmericanChecked.
AmericanChecked is a single source provider offering a complete menu of
background screening, assessment and drug testing services.
1.1.7 International Investigative
Solutions. International Investigative Solutions is a provider of
background investigations of individuals and companies for pre-employment
backgrounds and employee re-evaluations.
1.2.
Members shall, in a professional manner, take all steps necessary to market and
perform their Risk Management and Security Solutions Business and its other
services (collectively the "Services") for clients referred to amongst Members
and coordinated through GRMIS. Any engagement to perform Services shall be on
such terms and conditions as Members and GRMIS may approve in their sole
discretion. GRMIS will coordinate the referrals of all Member Services and
provide marketing and advertising unity amongst Members. Notwithstanding the
foregoing, GRMIS may, at its election, xxxx the client directly for Services and
under such circumstances Members shall xxxx GRMIS the pre-agreed amount for the
engagement as adjusted by any client-approved change orders; otherwise, Members
will xxxx the client directly. GRMIS agrees to include reference to Members
responsible for the Services in each contract and proposal involving Member
Services. Members Risk Management and Security Solutions Business, and other
proprietary information and associated products, copyrights, trademarks, trade
names and logos developed by Members individually shall remain the property of
each Member and reference to Members's rights shall be made in all uses of such
materials in at least 12 point type.
1.3.
GRMIS shall, in a professional manner, take all steps necessary to market and
perform its Risk Management and Security Solutions consulting services
(collectively the "GRMIS Services") for Members. Any engagement to perform GRMIS
Services shall be on such terms and conditions as Members may collectively
approve in their collective discretion. GRMIS will market the Services of
Members, for and on behalf of Members, and Services contracted by GRMIS shall be
performed by Members.
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
1.4.
Members shall, in addition to Services referred by GRMIS, perform Services
referred to individual Members by other Members through GRMIS.
ARTICLE
II. PERIOD OF
PERFORMANCE.
2. This
Agreement shall be effective as of the date first set forth above and, shall
expire on the later of (i) five (5) years from the date hereof, or (ii) with
respect to any projects identified in any contract for which GRMIS is billing
the client directly, upon the completion of Members's Services and receipt of
payment by Member from GRMIS for said services. This Agreement shall be
automatically renewed for successive one year periods unless either party gives
written notice of termination to the other party at least thirty (30) days prior
to the date of expiration. Notwithstanding the foregoing, this Agreement shall
be earlier terminated (x) by mutual agreement of the parties, or (y) at any time
upon sixty (60) days advance written notice to the other party. Time is of the
essence in this Agreement.
ARTICLE
III. COMPENSATION.
3.
Compensation and Referrals. Compensation amongst the Parties shall be based upon
the referral of business by and amongst the Parties.
3.1
Compensation. Subject
to the terms of this Agreement, GRMIS will act as a coordinator of referrals
originating from Members to Members. Members will be compensated for actual
sales of products and services to customers and end users resulting from sales
referrals (“Referrals”) generated by other Members.
3.2
Submission of
Referrals. All Referrals shall be submitted from Members or their
affiliate organizations (“Referral Provider”) to GRMIS. GRMIS shall determine
which Member (“Recipient”) to refer the Referral to based upon each Members
product, service, and ability to service the customer or end user.
3.3
Payment. Recipient will
pay GRMIS a ten percent (10%) commission for sales of Recipient’s products and
services, unless otherwise agreed upon by the Referral Provider, GRMIS, and the
Recipient. GRMIS shall pay the Referral Provider one-half of the collected
commission. Recipient reserves the right to charge back to GRMIS any commissions
paid for customers or end users that cancel, return product(s) or who dispute
the transaction. Upon a charge back to GRMIS, GRMIS will have the right to
charge back to the Referral Provider the commissions received in the concurrent
transaction.
3.4
Competing Referrals. In
the event there are more than one Referral Provider capable of servicing the
client or customer, then in that event the Members shall establish a voting
methodology by which each Member will have a vote towards determining the
ultimate recipient of the Referral.
3.5
Reporting and Payment. (a) GRMIS will provide a monthly report to Members within
forty-five (45) days following the end of a calendar month of all Referrals
submitted by the Referral Provider and the payments and or obligations for
payments from the recipient.
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
3.6
Audit. GRMIS may from time to time, but not more than once every twelve (12)
months, perform an audit upon reasonable notice to Members to determine
compliance with the terms of this Agreement. Any audit must be conducted during
the hours of 8 AM and 5 PM Pacific Time by an independent certified public
accountant selected by GRMIS and reasonably satisfactory to Members and all
costs of an audit shall be borne by GRMIS; provided, however, that if the
results of an audit disclose a shortfall, the Member creating such shortfall
shall promptly pay to GRMIS the amount of such underpayment and, if the results
disclose a shortfall of more than two percent (2%) shall also promptly pay to
GRMIS interest on such underpayment at the rate of twelve percent per annum and
the reasonable costs of the audit.
ARTICLE
IV. MANAGEMENT.
4. Each
party shall designate a partner, officer or other senior person to be
responsible for the overall administration of this Agreement. GRMIS shall have
ultimate responsibility for client relationships for those clients that it
elects to xxxx directly for Member Services and Members will respond to GRMIS's
direction.
ARTICLE
V. CONFIDENTIAL
INFORMATION.
5. The
parties acknowledge and agree that in the course of the performance of the GRMIS
Services and the Member Services (collectively, the "Services") and the
providing of any products, or additional services pursuant to this Agreement,
that each may be given access to, or come into possession of, confidential
information of the other party which information may contain trade secrets,
proprietary data or other confidential material of that party. Therefore the
parties have executed a Non-Disclosure Agreement which is attached hereto as
Exhibit A, and
incorporated by reference as if fully set forth herein. Materials used in any
engagement undertaken pursuant to this Agreement shall not be altered or changed
without the consent of both parties.
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
ARTICLE
VI. NO
PARTNERSHIP.
6.
Nothing herein contained shall be construed to imply a joint venture,
partnership or principal-agent relationship between GRMIS and Members, and
neither party shall have the right, power or authority to obligate or bind the
other in any manner whatsoever, except as otherwise agreed to in writing. The
parties do not contemplate a sharing of profits relating to the GRMIS Services
or the Member Services so as to create a separate taxable entity under Section
761 of the Internal Revenue Code of 1986, as amended, nor co-ownership of a
business or property so as to create a separate partnership under the law of any
jurisdiction, including, without limitation, Nevada. Accordingly, for tax,
property and liability purposes GRMIS will provide the GRMIS Services, and
Members will perform the Member Services, each on a professional basis and as an
independent contractor of the other. Revenues and expenses relating to the
Services and any additional services shall be reported separately by the parties
for tax purposes. During the performance of any of the Services, GRMIS's
employees will not be considered employees of Members, and vice versa, within
the meaning or the applications of any federal, state or local laws or
regulations including, but not limited to, laws or regulations covering
unemployment insurance, old age benefits, worker's compensation, industrial
accident, labor or taxes of any kind. GRMIS's personnel who are to perform the
GRMIS Services or additional services to be provided by GRMIS hereunder shall be
under the employment, and ultimate control, management and supervision of GRMIS.
Members's personnel who are to perform the Member Services or additional
services to be provided by Member hereunder shall be under the employment, and
ultimate control, management and supervision of Member. It is understood and
agreed that Member's employees shall not be considered GRMIS's employees within
the meaning or application of GRMIS's employee fringe benefit programs for the
purpose of vacations, holidays, pension, group life insurance, accidental death,
medical, hospitalization, and surgical benefits, and vice versa.
ARTICLE
VII. TRADEMARK, TRADE
NAME AND COPYRIGHTS.
7. Except
as expressly provided herein, this Agreement does not give either party any
ownership rights or interest in the other party's trade name, trademarks or
copyrights.
ARTICLE
VIII. INDEMNIFICATION.
8. Each
of GRMIS and Members, at their own expense, shall indemnify, defend and hold the
other, its partners, shareholders, directors, officers, employees, and agents
harmless from and against any and all third-party suits, actions, investigations
and proceedings, and related costs and expenses (including reasonable attorney's
fees) resulting solely and directly from the indemnifying party's negligence or
willful misconduct. Neither GRMIS nor Members shall be required hereunder to
defend, indemnify or hold harmless the other and/or its partners, shareholders,
directors, officers, directors, employees and agents, or any of them, from any
liability resulting from the negligence or wrongful acts of the party seeking
indemnification or of any third-party. Each of GRMIS and Members agrees to give
the other prompt written notice of any claim or other matter as to which it
believes this indemnification provision is applicable. The indemnifying party
shall have the right to defend against any such claim with counsel of its own
choosing and to settle and/or compromise such claim as it deems appropriate.
Each party further agrees to cooperate with the other in the defense of any such
claim or other matter.
ARTICLE
IX. NON-SOLICITATION
OF PERSONNEL.
9.
Members and GRMIS agree not to engage in any attempt whatsoever, to hire, or to
engage as independent contractors, the other's employees or independent
contractors during the term of this Agreement and for a period of six (6) months
following expiration or termination of this Agreement except as may be mutually
agreed in writing.
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
ARTICLE
X. INTELLECTUAL
PROPERTY
10. Work
performed on engagements pursuant to this Agreement by either GRMIS and/or
Members and information, materials, products and deliverables developed in
connection with engagements pursuant to this Agreement shall be the property of
the respective parties performing the work or creating the information. All
underlying methodology utilized by Members and GRMIS respectively which was
created and/or developed by either prior to the date of this Agreement and
utilized in the course of performing engagements pursuant to this Agreement
shall not become the property of the other. Each party's rights, titles and
interests are described in the Non-Disclosure Agreement attached hereto as Exhibit
A.
ARTICLE
XI. GENERAL
PROVISIONS.
10.1.
Entire
Agreement: This Agreement together with all documents incorporated by
reference herein, constitutes the entire and sole agreement between the parties
with respect to the subject matter hereof and supersedes any prior agreements,
negotiations, understandings, or other matters, whether oral or written, with
respect to the subject matter hereof. This Agreement cannot be modified, changed
or amended, except for in writing signed by a duly authorized representative of
each of the parties.
10.2.
Conflict: In
the event of any conflict, ambiguity or inconsistency between this Agreement and
any other document which may be annexed hereto, the terms of this Agreement
shall govern.
10.3.
Assignment and
Delegation: Neither party shall assign or delegate this Agreement or any
rights, duties or obligations hereunder to any other person and/or entity
without prior express written approval of the other party.
10.4.
Notices: Any
notice required or permitted to be given under this Agreement shall be in
writing, by hand delivery, commercial overnight courier or registered or
certified U.S. Mail, to the address stated below for Members or to the address
stated below for GRMIS, and shall be deemed duly given upon receipt, or if by
registered or certified mail three (3) business days following deposit in the
U.S. Mail. The parties hereto may from time to time designate in writing other
addresses expressly for the purpose of receipt of notice hereunder.
If to
Global Risk Management & Investigative Solutions:
Xxxx
Xxxxxxx
0000 Xxxx
Xxxxxxx Xxxx
Xxxxx
000
Xxx
Xxxxx, Xxxxxx 00000
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
If to
Members:
Global Intelligence
Network
Xxxxx Xxxxx
0000 Xxxx Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Attorney’s Process & Investigation
Services, Inc.
Xxxxxx Xxxxxx
000 Xxxx Xxxxxx
Xxxxx 000
Xxxxx Xxx, XX 00000
|
GGS-US
|
Copy
To:
|
GGS-US
|
|
Xxxxxxx
Xxxxxxxxx
|
Xxxxxxx
Xxxxxxxxx
|
|
|
X.X.
Xxx 000 Xxxxxxxxxxx
|
X.X.
Xxx 00000
|
|
|
XXX,
0000, Xxxxxxxxx
|
Xxx
Xxxxx, Xxxxxx 00000
|
Xxxxxxx Investigations
Xxxxxxx X. Xxxxxxx
00000 Xxxxxxxxxx Xxx.
Xxx Xxxxx, XX 00000
AmericanChecked,
Inc.
Xxxxx
Xxxxxx
0000 X.
Xxxxx Xxx.
Xxxxx
000
Xxxxx, XX
00000
AP-ID
Incorporated
Xxxxxxx Xxxx
000 Xxxx Xxxxxx
Xxxxx 000
Xxxxx Xxx, XX 00000
International Investigative
Solutions
Xxxx Xxxxxxx
0000 Xxxx Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
10.5.
Severability:
If any provision of this Agreement is declared invalid or unenforceable, such
provision shall be deemed modified to the extent necessary and possible to
render it valid and enforceable. In any event, the unenforceability or
invalidity of any provision shall not affect any other provision of this
Agreement, and this Agreement shall continue in full force and effect, and be
construed and enforced, as if such provision had not been included, or had been
modified as above provided, as the case may be.
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
10.6.
Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada without giving effect to its choice of law
principles.
10.7.
Paragraph
Headings: The paragraph headings set forth in this Agreement are for the
convenience of the parties, and in no way define, limit, or describe the scope
or intent of this Agreement and are to be given no legal effect.
10.8.
Counterparts:
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
10.9.
Exhibits: The
Exhibits attached hereto are made a part of this Agreement as if fully set forth
herein.
IN
WITNESS WHEREOF, the parties, by their duly authorized representatives, have
caused this Agreement to be executed as of the date first written
above.
Global
Risk Management & Investigative Services,
a Nevada
corporation
|
By:
|
/s/ Xxxx Xxxxxxx
|
|
Xxxx
Xxxxxxx,
President
|
|
|
MEMBERS:
|
|
|
Global
Intelligence Network,
|
|
|
a
Nevada corporation
|
|
|
By:
|
/s/ Xxxxx Xxxxx
|
|
Xxxxx
Xxxxx, President
|
|
|
Attorney’s
Process & Investigation Services, Inc.,
|
|
|
a
Wisconsin corporation
|
|
|
By:
|
/s/ Xxxxxx Xxxxxx
|
|
Xxxxxx
Xxxxxx, President
|
|
|
GGS-US,
|
|
|
a
Nevada corporation
|
|
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By:
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Xxxxxxx
Xxxxxxxxx, CEO
|
|
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
|
Xxxxxxx
Investigations,
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a
Nevada corporation
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|
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx, President
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|
|
AmericanChecked,
Inc.,
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|
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a
Oklahoma corporation
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|
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By:
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/s/ Xxxxx Xxxxxx
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Xxxxx
Xxxxxx, President
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AP-ID
Incorporated,
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a
Nevada
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By:
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/s/ Xxxxxxx Xxxx
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Xxxxxxx
Xxxx, CEO
|
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International
Investigative Solutions
|
|
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a
Nevada corporation
|
|
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By:
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/s/ Xxxx Xxxxxxx
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|
Xxxx
Xxxxxxx, President
|
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GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
Exhibit
A
NONDISCLOSURE
AGREEMENT
In
connection with a Strategic Alliance Agreement, Global Risk Management &
Investigative Solutions ("Company"), and its Members as set forth in the
Strategic Alliance Agreement of which this Nondisclosure Agreement is an
Exhibit, has disclosed or may disclose to you business information, technical
information and/or ideas ("Proprietary Information").
In
consideration of any disclosure and any negotiations concerning the proposed
business relationship, you agree as follows:
1. You
will hold in confidence and not possess or use (except to evaluate within the
U.S. the proposed business relationship) or disclose any Proprietary Information
except information you can document (a) is in the public domain through no fault
of yours, (b) was properly known to you, without restriction, prior to
disclosure by Company, or (c) was properly disclosed to you by another person
without restriction, and you will not reverse engineer or attempt to derive the
composition or underlying information, structure or ideas of any Proprietary
Information. The foregoing does not grant you a license in or to any of the
Proprietary Information.
2. If
you decide not to proceed with the proposed business relationship or if asked by
Company, you will promptly return all Proprietary Information and all copies,
extracts and other objects or items in which it may be contained or
embodied.
3. You
will promptly notify Company of any unauthorized release of Proprietary
Information.
4. You
understand that this statement does not obligate Company to disclose any
information or negotiate or enter into any agreement or
relationship.
5. You
acknowledge and agree that due to the unique nature of the Proprietary
Information, any breach of this agreement would cause irreparable harm to
Company and the Members of the Strategic Alliance Agreement for which damages
are not an adequate remedy and that Company and the Members of the Strategic
Alliance Agreement shall therefore be entitled to equitable relief in addition
to all other remedies available at law.
6. The
terms of this Agreement will remain in effect with respect to any particular
Proprietary Information until you can document that it falls into one of the
exceptions stated in Paragraph 1 above.
7. This
Agreement is governed by the internal laws of the State of Nevada and may be
modified or waived only in writing. If any provision is found to be
unenforceable, such provision will be limited or deleted to the minimum extent
necessary so that the remaining terms remain in full force and effect. The
prevailing party in any dispute or legal action regarding the subject matter of
this Agreement shall be entitled to recover attorneys' fees and
costs.
A-1
GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
Acknowledged
and agreed on November 15, 2007:
Global
Risk Management & Investigative Services,
a Nevada
corporation
|
By:
|
/s/ Xxxx Xxxxxxx
|
|
Xxxx
Xxxxxxx,
President
|
|
|
MEMBERS:
|
|
|
Global
Intelligence Network,
|
|
|
a
Nevada corporation
|
|
|
By:
|
/s/ Xxxxx Xxxxx
|
|
Xxxxx
Xxxxx, President
|
|
|
Attorney’s
Process & Investigation Services, Inc.,
|
|
|
a
Wisconsin corporation
|
|
|
By:
|
/s/ Xxxxxx Xxxxxx
|
|
Xxxxxx
Xxxxxx, President
|
|
|
GGS-US,
|
|
|
a
Nevada corporation
|
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Xxxxxxx
Xxxxxxxxx, CEO
|
|
|
Xxxxxxx
Investigations,
|
|
|
a
Nevada corporation
|
|
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx
|
|
Xxxxxxx
X. Xxxxxxx, President
|
|
|
AmericanChecked,
Inc.,
|
|
|
a
Oklahoma corporation
|
|
|
By:
|
/s/Xxxxx Xxxxxx
|
|
Xxxxx
Xxxxxx, President
|
|
A-2
GLOBAL
RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS
|
a
Nevada
|
|
|
By:
|
/s/ Xxxxxxx Xxxx
|
|
Xxxxxxx
Xxxx, CEO
|
|
|
International
Investigative Solutions
|
|
|
a
Nevada corporation
|
|
|
/s/ Xxxx Xxxxxxx
|
|
|
Xxxx
Xxxxxxx, President
|
|
A-3
