Exhibit 10.17
February 22, 2005
Interactive Brand Development, Inc.
0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000
RE: Interactive Brand Development, Inc. / LTC Group Inc. Engagement Letter
----------------------------------------------------------------------
This letter agreement (the "Agreement") sets forth the services to be provided
by LTC Group, Inc. ("LTC") to Interactive Brand Development, Inc. and its
subsidiaries (hereinafter collectively referred to as the "Client" or "IBD") and
the terms and conditions under which such services will be performed (the
"Engagement"). All references in this agreement to LTC shall include officers,
executives, owners, members, agents and employees of LTC, and independent
contractors retained by LTC, if any.
1. SCOPE OF WORK: LTC will be engaged by the Client on various matters
outlined below. The Client may expand the scope of services from time to time,
provided that LTC agrees to such expansion. LTC will report to the Client's
Board of Directors (the "Board"), or any party designated by the Board. As of
the date of this Agreement, the parties agree LTC's services shall include:
A) Develop and advise IBD on an operational restructuring plan for the
xxx.xXxxXXX.xxx website.
B) Work with IBD's existing management team and advise on operating
issues at the xxx.xXxxXXX.xxx subsidiary.
C) Provide monthly update to IBD, via conference call.
D) Take over complete operational and marketing control of
xxx.xXxxXXX.xxx.
2. TERM: The term of the Engagement shall commence as of March 1, 2005 and
will continue for two years. Agreement will automatically renew in two year
increments as long as the website is producing a minimum of $20,000 per month of
gross revenue.
3. COMPENSATION: LTC will take over the credit card processing as of March 1,
2005. LTC will collect the gross revenues subject to the following:
A) LTC will pay to IBD on the 15th of the following month a percentage
of gross revenue as follows
(i) 20% up to $19,999 per month
(ii) 18% from $20,000 - $29,999 per month
(iii) 16% from $30,000- $39,999 per month
(iv) 14% from $40,000-$49,999 per month
(v) 12% from $50,000-$59,999 per month
(vi) 10% over $60,000
B) LTC will subtract from the gross revenue any Charity auctions,
Charity commissions, any revenue shared auctions, any refunds
stemming from auctions, and any Bid Bucks.
C) LTC will be given 2 offices in the IBD facility at no charge to LTC.
D) LTC will be responsible for a incoming xxx.xxxxxxx.xxx phone line.
E) LTC will be responsible for their own postage and office supplies
F) IBD will supply LTC with the 2 existing computers and programs to
run credit cards and certs.
G) LTC will pay all hosting costs directly to MPI Net.
H) LTC will be responsible for all new employees
I) LTC does not have the right to bind IBD in any contractual
obligations.
J) LTC will have the right to use any and all existing logos and
collateral material as they relate to xxx.xXxxXXX.xxx.
K) LTC is not responsible for any existing payables.
4. RIGHTS TO WORK OUTPUT: LTC shall retain exclusive rights to ownership of
all work output by LTC in connection with its engagement hereunder, including
without limitation any reports or other written product generated by LTC, all
working papers of LTC and any correspondence, memoranda, calculations, notes,
etc. that LTC may have used in the development of the reports above or such
working papers or in the performance of any work within the scope of this
Agreement.
5. PERSONNEL: Each party hereto agrees that it will not employ personnel or
representatives of the other party hereto during the period of work provided for
hereunder and for a period of one (1) year after the termination of this
Agreement or completion of the project or work contemplated hereunder without
the written agreement of the other party.
6. INDEPENDENT CONTRACTOR: Neither LTC nor any of its personnel performing
work or services hereunder shall be deemed to be an agent or employee of IBD,
but shall be deemed to be an independent contractor of IBD.
7. CONFIDENTIALITY: LTC will maintain in strict confidence any and all
information of a non-public nature relating to IBD or its business that it may
gain or develop in the course of its engagement by IBD (including, without
limitation, its own work product and advice to client), and will not disclose
any such information to any person during or after its engagement by IBD except
with the written consent of IBD, as permitted by law or as required by court
order. Upon termination of this Agreement, LTC will return to IBD all materials
of a non-public nature received from IBD in the course of its engagement, and
will either deliver to IBD or destroy any copies thereof that it may have made
or received. Notwithstanding the confidentially provisions of this Section 7,
Client acknowledges and agrees that LTC may publish an announcement either in
newspapers, journals, magazines, or other publications or by direct mailings to
third parties, whereby LTC informs the public or such parties of the fact of its
engagement by IBD, the general nature of the services provided by LTC, the time
period of such engagement, the general
nature of the business or industry in which IBD is engaged, the relative size in
financial terms of the Client or the transactions in which LTC was involved, and
similar information that generally describes the nature and extent of LTC's
engagement by Client. With the prior written consent of IBD. A PRESS RELEASE
AND/OR AND 8K MAY BE REQUIRED PER SEC RULES, LTC WILL HAVE THE RIGHT TO APPROVE
THE FINAL VERSION, SAID APPROVAL SHALL NOT BE UNREASONABLE WITHHELD.
8. LIMITATION OF LIABILITY. Client agrees that LTC, its affiliates and its
directors, officers, agents, employees and controlling persons, or any of their
respective successors or assigns ("Covered Persons") shall not have any
liability to the Client or the Estate for or in connection with this engagement
or any transactions or conduct in connection therewith except for losses,
claims, damages, liabilities or expenses incurred by the Client which are
finally judicially determined to have resulted primarily from the bad faith,
gross negligence or willful misconduct of such Covered Persons.
9. REPRESENTATIONS AND WARRANTIES: IBD and LTC each hereby represents and
warrants that they both: (i) are a validly existing entity and in good standing
under the laws of its jurisdiction; (ii) have the relevant entity authority to
execute and deliver this Agreement and to perform its obligations under this
Agreement; (iii) have taken all action necessary to authorize the execution and
delivery of this Agreement and the performance of its obligations under this
Agreement; and (iv) this Agreement has been duly executed and delivered by, and
is enforceable against, IBD and LTC.
10. WARRANTY LTC cannot warrant or guarantee the results or outcome of the
engagement.
11. NO THIRD PARTY BENEFICIARIES; ASSIGNMENT. There shall be no third party
beneficiaries to this Agreement. Neither party hereto may assign this Agreement
without the written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
INTERACTIVE BRAND DEVELOPMENT, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: CEO
LTC GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President
