CONSULTANT AGREEMENT
Exhibit
1
THIS
AGREEMENT ("Agreement”) is made
as of
the 11th day of December, 2007 by and between StrikeForce Technologies,
Inc. (herein
referred to as the "Company") and Xxxxxxxx Associates, LLC (herein
referred to as the
"Consultant").
WITNESSETH:
WHEREAS,
the Company desires to consider strategic
alternatives available to it which include, but are not limited to,
outside financial advisory services; and
WHEREAS,
the Consultant has offered to assist the Company as such a .financial
advisor
and aid the Company in the introduction of potential investors, and the Company
desires to secure the services of the Consultant on the terms and conditions
hereinafter set forth.
AGREEMENT
NOW,
THEREFORE, in
consideration of the premises and the mutual promises, conditions and
covenants herein contained, the parties hereto do hereby agree as
follows:
1.
Engagement
of
Consultant.
The
Company hereby appoints the Consultant as a financial
advisor
to introduce potential
investors to the Company (the "Consultant
Services").
The Consultant,
on the basis of the
representations and warranties herein contained, but subject to the terms and conditions
herein set forth,
accepts such appointment. This appointment shall commence as of the date
indicated M the
preamble above and end upon the termination of the Agreement in accordance
with
Section
7
herein (the "Term").
2. Representations
and Warranties of the Company. In order to induce the Consultant to enter
into this Agreement, the Company hereby represents and warrants to and agrees
with the
Consultant
as follows:
(a) Accuracy
of Information. All public information provided by the Company to the
Consultant regarding the Company is true and does not omit any material fact
necessary
to make such information, in light of the circumstances under which
it
was delivered, not misleading.
(b) No
Defaults. The execution and delivery of this Agreement, and the consummation
of the transactions herein contemplated, and compliance with the terms of this
Agreement will not conflict
with or
result in a material breach of any of the terms, conditions or provisions
of, or constitute a default under, the Articles of Incorporation or By-Laws
of
the Company
(in any respect that is material to the Company), any material note,
indenture, mortgage, deed of trust, or other agreement or instrument to which
the Company is a party or by which the Company or any property of the Company
is
bound, or to the Company's knowledge, any existing law, order, rule, regulation,
writ, injunction or decree of any government, governmental instrumentality,
agency or body, arbitration tribunal or court, domestic or foreign, having
jurisdiction over the Company or any property of the Company.
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(c)
Incorporation and Authorization. The Company is duly formed and validly
existing in good standing as a corporation under the laws of the State of its
incorporation. The execution and delivery by the Company of this Agreement
have
been duly authorized by all necessary action, and this Agreement is the valid,
binding and legally enforceable obligation of the Company.
3.
Representations and Warranties of the Consultant, In order to induce the
Company to enter into this Agreement, the Consultant hereby represents and warrants
to and agrees with the Company as follows:
(a) No
Defaults. The execution and delivery of this Agreement, and the consummation
by the Consultant of the
transactions herein
contemplated, and the compliance by the Consultant
with the terms of this Agreement will not conflict with or result in a breach
of
any of the terms, conditions or provisions of, or constitute a default under,
the Articles of Incorporation or By-Laws of the Consultant (in any
respect that is material to the Consultant), any material, note, indenture,
mortgage, deed of trust, or
other agreement or instrument to which the Consultant is a part),
or by
which the Consultant or any property of the
Consultant
is bound, or to the Consultant's knowledge, any existing law, order, rule,
regulation, writ, injunction or decree of any government, governmental
instrumentality, agency or body,
arbitration tribunal or court, domestic or foreign, having jurisdiction
over the Consultant or any property of the Consultant.
(b) Incorporation
and Authorization. The Consultant is duly formed and validly existing in
good standing as a corporation
under the laws of the
State of its incorporation. The execution and
delivery by the Consultant of this Agreement have been duly authorized by all
necessary action, and this Agreement is the valid, binding
and legally enforceable obligation of the Consultant.
(c) Broker
Dealer. The Consultant shall
not be acting as a broker dealer and will only act to financially advise
and introduce prospective investors to the Company. Any decision by a
prospective investor to subscribe to the Company's securities shall be based
solely on information provided to the prospective investor by the Company.
The
Consultant shall not make any representations regarding the
Company.
4.
Fee. The Company shall pay the Consultant a fee of five million shares
of
restricted common stock for the
financial advisory and consulting services being rendered. Additionally,
the Company shall also pay the Consultant a fee of five thousand ($5,000.00) per month and
customary expenses for such services.
5.
Non-Circumvention. The Company hereby agrees as follows:
(a) The
Company agrees to maintain the confidentiality of the Consultant's contacts,
except as required by applicable law. For a period of six months from the
termination of this Agreement, the Company will not solicit or enter into any
transaction covered by this Agreement with the Consultant's contacts without
the
written consent of the Consultant and payment to the Consultant compensation no less
than the compensation to be paid to the Consultant hereunder.
(b) In
the
event that the Company breaches Section 5(a) of this Agreement, the Consultant
shall be entitled to receive compensation in the same proportion to the
transaction done
without the Consultant's participation as the compensation to the Consultant
under this Agreement bears to the transaction.
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6.Indemnification.
(a) The
Company agrees to indemnify and hold harmless the Consultant
and the Consultant's employees,
accountants, attorneys and Consultants (the "Consultant's
Indemnities")
against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under any statute or at common law for any legal, or other expenses
(including the costs of any investigation and preparation) incurred by them
in
connection with any litigation, whether or not resulting in any liability,
but
only insofar as such losses, claims, damages,
liabilities and litigation arise out of
or are based
upon a breach of this Agreement; provided.,
however,
that the indemnity agreement contained
in this
Section 6(a) shall not apply to amount paid in settlement of any such
litigation, if such
settlements
are made without the consent
of
the Company, nor shall it apply to the Consultant's Indemnities in respect
to
any such losses, claims, damages or liabilities arising out of or based upon
any
breach on their part of this Agreement. This indemnity is in addition to any
other liability the Company may otherwise have to the Consultant's
Indemnities.
(b) The
Consultant
agrees, in the same manner and to the same extent as
set
forth in Section 6(a) above, to indemnify and hold harmless the Company and
th.e
Company's employees, accountants, attorneys and Consultants (the "Company's Indemnities")
with, respect to any breach, of any representation, warranty
or
covenant made by the Consultant in this Agreement
7.
Termination.
(a) Either
party may terminate this Agreement upon thirty (30) days' prior written
notice.
(b) Any
termination of this Agreement pursuant to this Section
shall be without liability of any character (including, but not limited to, loss of
anticipated profits or
consequential damages)
on the part
of
any party thereto, except that the Company shall remain obligated to pay the
costs and expenses provided to be paid by it specified in Sections 4 and 5
and
that have been earned by the Consultant up to the date of such termination;
and
the Company and the Consultant shall be obligated to pay, respectively,
all losses, claims, damages or liabilities, joint or several, under
Section 6 hereof.
8.
Miscellaneous.
(a) Notice.
Whenever
notice is required by the provisions of this Agreement to be given
to the Company, such notice shall
be in writing, addressed to the Company, at:
|
If
to
Company:
|
StrikeForce Technologies, Inc, | ||
| 0000 Xxxx Xxxxxxx Xxxx Xxxx Xxxxx 000 | |||
| Xxxxxx, XX 00000 | |||
| Attn: Xxxx X. Xxx, CEO | |||
| Fax: 000 000 0000 |
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Whenever
notice is required by the
provisions
of
this Agreement to be
given. to the Consultant, such notice shall be
given in writing,
addressed to the Consultant, at:
|
If
to
the
Consultant:
|
Xxxxxxxx Associates, LLC | ||
| c/o Xx. Xxxxx X. Xxxxxxxx | |||
| 000 Xxxxxxxxxxx Xxxxx | |||
| Xxxxx Xxxxxxx, Xxx Xxxxxx 00000 |
(b) Governing
Law. The validity, interpretation, and construction of this Agreement will
be governed by the Laws of the State of New Jersey.
(c) Counterparts.
This Agreement may be executed in any number of counterparts, each, of which
may
be deemed an original and all of which together will constitute one and the
same instrument.
(d)
Confidential Information. All confidential financial or business
information (except publicly available or freely usable material otherwise
obtained from another source) respecting either party will be used solely by
the
other party in connection with the within transactions, be revealed only to
employees or contractors of such, other party who are necessary to
the conduct of such transactions, and be otherwise held in strict
confidence.
IN
WITNESS WHEREOF,
the parties hereto have duly
caused this Agreement to be executed as of the
day
and year first above written.
| COMPANY | CONSULTANT | |||
| StrikeForce Technologies, Inc, | Xxxxxxxx Associates, LLC | |||
|
/s/
Xxxx X.
Xxx
|
/s/
Xxxxx
X. Xxxxxxxx
|
|||
|
Xxxx X.
Xxx
|
Xxxxx
X.
Xxxxxxxx
|
|||
|
CEO
|
Manager
|
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