DDK CONSULTING
DDK
CONSULTING
June
1,
2008
Xx.
Xxxxxxx Xxxxx
CFO
0000
Xxxxxx of the Stars
Suite
2550
Los
Angeles, CA 90067
Dear
Xxxxxxx:
This
letter agreement (the “Agreement”) will confirm our understanding regarding the
business relationship between DDK Consulting (“DDK”) and Driftwood Ventures,
Inc. (“Driftwood”), a Delaware corporation.
Whereas
DDK is an advisory and consultancy firm that provides consultancy services
to
privately held and publicly traded companies, and Driftwood desires to retain
DDK to provide strategic consultancy and other related services to
Driftwood on
an
independent contractor basis. In consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, DDK and Driftwood hereby agree as
follows:
| 1. |
Term.
The term of this Agreement (“Term”) shall commence on June 1, 2008 and
shall continue on a month to month basis, unless terminated, with
or
without cause, by either party upon 10 days prior written notice.
|
| 2. |
Advisor
and Consultancy Services.
DDK shall provide Driftwood with advisory and consultancy services
including, but not limited to, general controller services as well
as
advisory regarding operations and business strategy, as reasonably
requested by Driftwood.
|
| 3. |
DDK
Fees.
In consideration for DDK’s services set forth in paragraph 2 above,
Xxxxxxxxx shall
pay to DDK a fee of Eight Thousand Three Hundred and Thirty Three
Dollars
and Thirty Three Cents ($8,333.33) per month for each month DDK services
are employed. The monthly payment is due on the 15th
of
each month for services from the 1st
to
the 30th
or
31st.
|
0000
X.
Xxxxx Xxxxxx, #00
Los
Angeles, CA 90006
Xx.
Xxxxxxx Xxxxx
June
1,
2008
Page
2
| 4. |
Representaions
and Covenants.
DDK represents that it: (a) will adhere to the terms of this Agreement
and
will perform all duties in a professional manner, and (b) will keep
confidential DDK’s knowledge of any pending financing, partnership, and/or
merger and acquisition activity regarding
Driftwood.
|
| 5. |
Independent
Contractor.
DDK’s performance under this Agreement shall be as an independent
contractor, and, as such, DDK shall be responsible for all of DDK’s own
expenses, including but not limited to office, travel, telephone,
supplies, legal, taxes and benefits. Nothing contained herein or
done
under the terms of this Agreement shall constitute the parties entering
into an employer/employee relationship, joint venture or partnership,
or
shall constitute any party the agent of any other party for any
purpose.
|
| 6. |
Violations
of Law.
The parties shall comply with all applicable governmental laws, ordinances
and regulations. Each party will be sole responsible for its own
individual violations of any such laws, ordinances and regulations,
as
well as legal and other expenses associated with any such
violations.
|
| 7. |
Third
Party Contacts.
If DDK is contacted by members of the news media seeking information
or
comments on a story relating to Driftwood, DDK shall be courteous
but
decline to answer any questions. DDK shall refer all such callers
to
Driftwood. DDK shall immediately refer all regulatory inquiries to
Driftwood for response.
|
| 8. |
Assignment.
Neither party to this Agreement may assign this Agreement or any
rights
under this Agreement without the express written permission of the
other
party, and any attempt to do so shall be null and void. Subject to
the
foregoing, this Agreement shall be binding upon and shall inure to
the
benefit of the respective permitted successors and assigns of the
parties.
|
| 9. |
Other
Parties.
Nothing in this Agreement, express or implied, is intended to confer
upon
any party other than the parties hereto or their respective permitted
successors and assign any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided
in this
Agreement.
|
| 10. |
Notices.
Driftwood is
to deliver any notices to DDK to Xxxxxx Xxx at 0000 X. Xxxxx Xxxxxx,
#00,
Xxx Xxxxxxx, XX 00000. DDK is to deliver any notices to Driftwood
to 0000
Xxxxxx xx xxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000. The parties
to
this Agreement may change these addresses by giving written
notice.
|
0000
X.
Xxxxx Xxxxxx, #00
Los
Angeles, CA 90006
Xx.
Xxxxxxx Xxxxx
June
1,
2008
Page
3
| 11. |
Indemnification.
Driftwood agrees
to defend, indemnify and hold harmless DDK and its officers, employees
and
agents, for any and all loss, damage, liability, and attorneys’ fees
(including, but not limited to, reasonable fees and disbursements
of
counsel incurred by DDK in any action or proceeding between DDK and
Driftwood or between DDK and any third party) resulting from a breach
of
any obligation contained in this Agreement by Xxxxxxxxx, and DDK
agrees to
defend, indemnify and hold harmless Driftwood and its officers, employees
and agents, for any and all loss, damage, liability, and attorneys’ fees
(including, but not limited to, reasonable fees and disbursements
of
counsel incurred by Xxxxxxxxx in any action or proceeding between
Driftwood and DDK or between Driftwood and any third party) resulting
from
a breach of any obligation contained in this Agreement by
DDK.
|
| 12. |
Entire
Agreement.
This Agreement sets forth the entire understanding of the parties
hereto
with respect to the subject matter hereof and shall not be modified,
except by a written document signed by the
parties.
|
| 13. |
Paragraph
Headings.
The paragraph headings used in this Agreement are included solely
for
convenience and shall not affect or be used in connection with
interpretation of this Agreement.
|
| 14. |
Governing
Law. This
Agreement shall be governed by and construed, and the legal relations
between the parties shall be determined, in accordance with the laws
of
the State of California, without giving effect to the principals
of
conflicts of laws. This
Agreement supersedes all prior understandings and negotiations, oral
and
written, and constitutes the entire understanding between the parties
on
this subject.
|
Please
confirm Driftwoods’ agreement
with the foregoing by signing and returning one copy of this letter to the
undersigned whereupon this Agreement shall be become a binding
agreement.
Very
Truly Yours,
/s/
Xxxxxx Xxx
Xxxxxx
Xxx
President
0000
X.
Xxxxx Xxxxxx, #00
Los
Angeles, CA 90006
AGREED
TO AS OF THE
DATE BELOW:
| DRIFTWOOD VENTURES, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxx | |
|
Xxxxxxx Xxxxx, CFO |
||
| Date: June 1, 2008 | ||
0000
X.
Xxxxx Xxxxxx, #00
Los
Angeles, CA 90006
