Exhibit 10.4
IP PROMOTIONS, INC.
March 20th, 2005
Xxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx # 000
Xxxxxxx, Xx. 00000
Re: Employment Agreement
Dear Xx. Xxxxxxx,
This letter confirms our understanding and agreement between Xxxxxxx Xxxxxxx
(Xxxxxxx) and IP Promotions, Inc. ("IP Promotions or the Company") with regard
to all matters described below, including, without limitation, the matters
described in the paragraph 1 as follows:
1. IP Promotions hereby engages Xxxxxxx as the Company's President and Chief
Executive Officer and to serve as a member of the Board of Directors of IP
Promotions Inc.,
2. Xxxxxxx hereby accepts the engagement described in paragraph 1 and, in
connection with such engagement agrees to:
(a) To faithfully and to the best of his abilities serve as the
President and Chief Executive Officer of IP Promotions, Inc; and
(b) to faithfully serve as a member of the Board of Directors of IP
Promotions and to act in the best interest of the company; and
(c) to supervise the completion of the company's audit for the purposes
of filing a registration statement with the SEC; and
(d) to supervise the preparation and filing of a Registration statement
and subsequently required quarterly and annual reports with the SEC;
and
(e) to manage the Company, its employees and customers within and
outside the United States,
3. The Board of Directors of IP Promotions Inc. shall make available to Xxxxxxx
all information concerning the business of IP Promotions Inc. which Xxxxxxx
reasonably requests in connection with the performance of his obligations
hereunder. All such information provided by or on behalf of the Xxxxxxx shall be
complete and accurate and not misleading in all material respects, and Xxxxxxx
xxx rely upon the accuracy and completeness of all such information without
independent verification.
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4. As compensation for the services rendered by Xxxxxxx hereunder, the Company
shall pay Xxxxxxx as follows:
(a) Upon the signing of this Employment and Compensation Agreement IP
Promotions Inc. shall issue Xxxxxxx 1,00,000 shares of its common stock
in return for past services provided to IP Promotions, Inc. and duties
performed; and
(b) Upon receipt of adequate funds IP Promotions Inc. shall pay Xxxxxxx
$25,000 for past services provided to IP Promotions, LLC. pursuant to
the engagement letter that exists between Xxxxxxx and IP Promotions,
LLC which was adopted by IP Promotions, Inc. by board resolution; and
(c) Upon the signing of this agreement, the Company shall pay Xxxxxxx
an annual salary of $100,000 per year ; and
(d) Upon the declaration of the Company's registration statement as
"effective" by the SEC, the Company shall issue Xxxxxxx 100,000 shares
of the Company's common stock; and
(e) Upon the Company obtaining a listing of its common stock to that of
a major stock exchange either the OTC BB, American Stock Exchange, New
York Stock Exchange or the NASDAQ market, the Company shall issue
Xxxxxxx 500,000 shares of the Company's common stock; and
(f) The shares of the Company's common stock issued to Xxxxxxx in 4(a),
4(d), and 4(e) shall carry "piggy back" registration rights allowing
their inclusion in the shares to be registered should an appropriate
registration statement be planned, or "demand registration" rights for
registration via an S-8 Registration statement that Xxxxxxx shall pay
the expense of should he decide to exercise such "demand registration"
rights.
5. In addition to any fees paid pursuant to paragraph 4 herein, the Company
shall reimburse Xxxxxxx for all reasonable out-of-pocket expenses incurred
during the term of this engagement hereunder with respect to the services to be
rendered by Xxxxxxx. Furthermore, any expenses beyond travel and entertainment
expenses shall be approved in writing, by the Board of Directors prior to
expenditure.
6. In consideration of Patrick's services contemplated hereby, IP Promotions
agrees to: (a) indemnify and hold harmless Xxxxxxx against any and all losses,
claims, damages or liabilities to which Xxxxxxx xxx become subject arising in
any manner out of or in connection with the rendering of services by Xxxxxxx
hereunder, unless it is finally judicially determined by a court of competent
jurisdiction that such losses, claims, damages or liabilities resulted directly
from the negligence, bad faith, or willful misconduct of Xxxxxxx; and (b)
reimburse Xxxxxxx immediately for all reasonable legal or other expenses
reasonably incurred and actually paid by Xxxxxxx in connection with
investigating, preparing to defend or defending any lawsuits, claims or other
proceedings naming him as a defendant and arising in any manner out of or in
connection with the rendering of services by Xxxxxxx hereunder.
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7. IP Promotions Inc. agrees: (a) that the indemnification and reimbursement
commitments set forth in paragraph 6 shall apply whether or not Xxxxxxx is a
formal party to any such lawsuits, claims or other proceedings; and (b) that if
Xxxxxxx is advised in writing by counsel that there are one or more defenses
available to him that are different from in addition to those available to IP
Promotions Inc., that Xxxxxxx is entitled to retain separate counsel of his
choice in connection with any of the matters to which such commitments relate.
8. IP Promotions, Inc. and Xxxxxxx agree that if any indemnification or
reimbursement sought pursuant to paragraph 6 judicially determined to be
unavailable for a reason other than the negligence, bad faith or willful
misconduct of Xxxxxxx, then IP Promotions Inc. shall contribute to the losses,
claims, damages, liabilities and expenses for which such indemnification or
reimbursement is held unavailable (I) in such proportion as is appropriate to
reflect the relative benefits to IP Promotions Inc. on the one hand, and Xxxxxxx
on the other hand, in connection with the transactions to which such
indemnification or reimbursement relates, or (ii) if the allocation provided by
clause (I) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (1)
but also the relative faults of IP Promotions Inc. on the one hand, and Xxxxxxx
on the other hand, as well as any other equitable considerations; PROVIDED,
HOWEVER, that in no event shall the amount to be contributed by Xxxxxxx pursuant
to this paragraph exceed the amount of fees actually received by Xxxxxxx
hereunder.
9. Except as contemplated by the terms hereof or as required by applicable law
or pursuant to an order entered or subpoena issued by a court of competent
jurisdiction, Xxxxxxx shall keep confidential all material non-public
information provided to it by IP Promotions Inc. and shall not disclose such
information to any third party, other than such of its advisors as Xxxxxxx
determines to have a need to know.
10. This engagement will extend for twelve months from the date hereof and shall
renew automatically thereafter on a month-to-month basis unless either party has
given at least thirty (30) days' prior written notice to the other that it
desires to terminate this engagement; PROVIDED, HOWEVER, that in the event of
such termination, IP Promotions, Inc. shall be responsible for the reimbursement
of expenses referred to in paragraph 5 incurred through date of termination and
the payment of fees under paragraph 4 for transactions of the type contemplated
by this agreement which are concluded during the term hereof or within or within
two (2) years after the day of termination; and provided, further, that the
provisions of paragraphs 6, 7, and 8 shall survive the termination of this
letter and shall be binding upon any successors or assigns of IP Promotions,
Inc.
(a) In the event that IP Promotions, Inc. shall decide to terminate
this Employment and Compensation Agreement after a Registration
Statement has been filed with the SEC, but prior to its being declared
effective, then IP Promotions, Inc. shall immediately cause to be
issued the shares specified in Item 4(d).
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(b) In the event that IP Promotions, Inc. shall decide to terminate
this Employment and Compensation Agreement after an application has
been made to upgrade the quality of listing of the Company's common
stock, but prior to its being declared effective, then IP Promotions,
Inc. shall immediately cause to be issued the shares specified in Item
4(e).
(c) In the event that IP Promotions, Inc. shall decide to terminate
this Employment and Compensation Agreement prior to its expiration,
then registration rights specified in Item 4(f) shall remain in effect.
(d) In the event that IP Promotions, Inc. shall decide to terminate
this Employment and Compensation Agreement prior to its expiration,
then IP Promotions, Inc. shall immediately pay Xxxxxxx two (2) months
salary as specified in Item 4(b).
(e) In the event that Xxxxxxx shall decide to terminate this Employment
and Compensation Agreement prior to its termination, then the
registration rights specified in Item 4(e) shall remain in effect, the
company shall pay Xxxxxxx two (2) months salary as specified in Item
4(b), however the rights to any un-issued shares shall be forfeited.
11. The terms and provisions of this letter are solely for the benefit of IP
Promotions, Inc. and Xxxxxxx and their respective successors, assigns, heirs and
personal representatives, and no other person shall acquire or have any right by
virtue of this letter. This letter shall be governed by, and construed in
accordance with, the substantive laws of the State of Georgia without regard to
the principle of conflicts of law, and may be amended, modified or supplemented
only by written instrument executed by parties hereto.
12. The invalidity or enforceability of any provision of this letter shall not
affect the validity or enforceability of any other provisions of this letter,
which shall remain in full force and effect.
13 This letter may be executed in counterparts, all of which together shall
constitute one agreement binding on all the parties hereto, not withstanding
that all such parties are not signatories to the original or the same
counterpart.
Agreed to & Accepted, Agreed to & Accepted,
March 20th, 2005 March 20th, 2005
On Behalf of IP Promotions, Inc.
/S/ Xxxxxxx Xxxxxxx /S/ Xxxx Xxxxxx
--------------------------- ----------------------------------
Xxxxxxx Xxxxxxx Xxxx Xxxxxx
(an Individual) Chairman of the Board
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