SERVICES AGREEMENT
EXHIBIT 10.3
This Services Agreement (this “Agreement”) is dated February 17, 2003as amended as of August 1, 2003 between Xxxxx X. Xxxxxxx (“Xxxxxxx”) and MagnaData, Inc. (the “Company”).
In consideration of the following mutual covenants, and intending to be legally bound, the parties agree as follows:
1. Services.
1.1 During this Agreement, Xxxxxxx will provide the Company with executive and financial planning services. Xxxxxxx will serve as Vice President and Director of the Company, if requested by the Company. This Agreement shall not cover any services for which a license is required, including selling securities or practicing law or accounting.
1.2 Xxxxxxx will be an independent contractor. Unless Xxxxxxx is an officer of the Company, he shall have no right to commit the Company to any agreement.
2. Fees.
2.1 The Company will pay Xxxxxxx $5,000.00 for each calendar month until a total of $20,000 is paid.
2.2 The first payment is due when this Agreement is signed. Subsequent payments must be paid to and received by Xxxxxxx on or before the 20th day of each calendar month to which it relates.
2.3 The Company will reimburse Xxxxxxx for direct out-of-pocket expenses including travel, long distance and cell phone charges, shipping, and third party printing and document production costs, subject to prior approval by the Company and reasonable evidence of the expenditures.
3. Confidentiality.
3.1 Xxxxxxx will maintain the confidentiality of Confidential Information of the Company during the term of this Agreement and for a period of three (3) years thereafter. Xxxxxxx xxx disclose Confidential Information if required by a court or governmental agency, but Xxxxxxx will inform Company prior to disclosure.
3.2 “Confidential Information” means information concerning the Company or its business that is (i) disclosed in a writing marked “confidential” or (ii) disclosed orally and identified as “confidential” in writing prior to or within two days following disclosure. Confidential Information does not include information in our possession as of the date of this Agreement, (ii) received by us after the term of this Agreement, (iii) that is or becomes publicly available or generally known to persons in your industry without breach of our obligations under this section, (iv) received from persons having no obligation of confidentiality to the Company, or (v) that we independently develop without reference to any Confidential Information.
4. Term. The term of this Agreement will begin on the date first set forth above and will continue until one year after the date of this Agreement unless sooner terminated as provided herein. Either party may terminate this Agreement without cause upon 30 days prior written notice to the other.
5. Entire Agreement. This Agreement us concerning and supersedes all prior and contemporaneous agreements.
6. Amendments. This Agreement may not be amended, changed or modified except by a written instrument executed by or on behalf of both you and us.
7. Assignment. Neither party may assign this Agreement to any other party without our prior written consent, except the Company may assign this Agreement to any party that substantially all of the assets of the Company.
8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina.
9. Counterparts. This Agreement may be executed in any number of counterparts and all executed counterparts will constitute one agreement binding on all parties to this Agreement, notwithstanding that all parties have not signed the same counterpart.
IN WITNESS WHEREOF, this Agreement is executed and effective as of the date first above noted.
XXXXX X. XXXXXXX
By: /S/ Xxxxx X. Xxxxxxx
Title:
MAGNADATA, INC
By: /S/ Xxxxx X. Xxxxxxx
Title: Secretary
