Exhibit 10.3
Staunton McLane LLC letterhead
STANDARD SERVICE AGREEMENT
This is an Agreement between Staunton McLane LLC ("SM" or "Consultants") of New
Canaan, CT and SiriCOMM, Inc. ("Client") of Joplin, Missouri.
Whereas Client requests that Consultants provide unique professional services to
Client for which Client will compensate Consultants. Unless Consultants are
otherwise notified in writing by Client's management, Xxxxx X. Xxxxxxx, CEO, and
Xxxxxxx Xxxx will be the primary interface between Client and Consultants.
Over time, Client and Consultants may discuss and agree on specific work
assignments as Client's requirements change and evolve. A "Work Addenda" to this
Agreement will be created for such specific work. Consultant's compensation for
work will be based on the scope and intensity of the work assignment then
negotiated and agreed upon at that time and stated in such Addenda.
Either party may cancel this Agreement at any time after the initial six-month
period; however, if Client cancels this Agreement while Consultants are doing
agreed upon work, Client must pay Consultants for professional services just as
though Consultant's work were provided and complete for the total of that work.
Consultant will invoice Client periodically, and Client will pay Consultant for
professional services rendered and for out-of-pocket expenses incurred by
Consultant on behalf of Client while performing work agreed to in the Work
Addendum. Client acknowledges that time is of the essence in paying Consultant's
invoices.
While working with Client, Consultants acknowledges that certain Client
proprietary information may be made available to them. Consultants further
acknowledge that it may be harmful to Client if such information were made known
to others outside Client (or inside Client, but without an explicit
need-to-know). Consultants will not knowingly make any such information
available to anyone without the permission of a Client officer, and will
safeguard such information with the same care that Consultants give to their own
personal business information.
This Agreement constitutes the entire agreement between Client and Consultants.
This Agreement shall not be modified orally, but only by a signed written
document. This Agreement may be executed in multiple counterparts, each of which
shall be considered an original and all of which shall constitute one and the
same document. This Agreement shall be construed and enforced in accordance with
the laws of the State of Connecticut. This Agreement shall be binding upon, and
shall insure to the benefit of, Client and Consultants and their respective
successors, and assigns. In the event of an alleged breach of this Agreement by
either party, the party alleging said breach shall provide written notice of the
same to the alleged defaulting party who shall have ten (10) business days from
receipt of said notice to cure the alleged default.
Accepted and agreed
For SiriCOMM, Inc.
/s/ Xxxxx X. Xxxxxxx
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By Xxxxx X. (Xxxx) Xxxxxxx Date 5/30/03
Chief Executive Officer
Accepted and agreed
For Staunton McLane LLC
/s/ Xxxxxx X. Xxxxxxxx
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By Xxxxxx X. Xxxxxxxx Date 5/29/03
Page 1 of 1
Printed on 5/28/03
Staunton McLane LLC letterhead
Xxxxx X. Xxxxxxx
Chief Executive Officer
SiriCOMM, Inc.
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
WORK ADDENDUM TO THE STANDARD SERVICE AGREEMENT
Dear Xxxx,
Confirming our discussions, we have agreed that we will do work for SiriCOMM on
the following basis:
Definition of Work:
SiriCOMM is in its formative stages of development and its management wishes to
be advised on a variety of matters. Because of our proven experience and
expertise of over 30 years in the use of information, technology and electronic
media to leverage client-company assets, SiriCOMM has asked us to assist it in
building its business both organically and strategically. Along with our
affiliates, we will provide SiriCOMM with regular financial, operating and
strategic consulting advice, initially including: analysis of the business,
operations, and financial needs; assisting with long-range business projections;
modification of the business plan; advice on the sales and marketing strategy,
including price and promotion; advice on the product offerings to suit client
needs; assistance with introductions and negotiations with potential customers
and vendors; staffing; changes in capitalization; changes in corporate
structure; structuring and positioning; and alternative uses of corporate
assets. Over time, we may discuss and agree on other specific work assignments
and deliverables as specific needs arise, change and evolve. It is understood
and acknowledged by the parties that the value of our service is not readily
quantifiable and, although we shall be obligated to render the advice
contemplated by this Addendum upon reasonable request, that we shall not be
obligated to spend any specific amount of time in doing so.
Term: A twelve-month minimum, with the right by either party to cancel at the
end of six months, with a one month written notice of cancellation.
Compensation:
SiriCOMM will pay a professional fee of $10,000 per month in cash. Payment will
be made at the time the Agreement is signed and every month thereafter.
Additionally, we will receive five year, transferable warrants to purchase
370,000 shares of SiriCOMM common Stock at $1.00 per share at the time the
Agreement is signed.
Expenses:
SiriCOMM will also reimburse us for out-of-pocket expenses incurred on behalf of
SiriCOMM. We will provide itemized expenses each month.
Communication:
At least weekly, either in person or via conference call.
Sincerely, Accepted and Agreed
For SiriCOMM, Inc.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxx
---------------------------- ---------------------------
Xxxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxxx
Date 5/29/03 Date 5/30/03
Staunton McLane LLC letterhead
Xxxxx X. Xxxxxxx
Chief Executive Officer
SiriCOMM, Inc.
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
SECOND ADDENDUM TO THE STANDARD SERVICE AGREEMENT
Dear Xxxx,
Confirming our discussions, we have agreed that we will do work for SiriCOMM on
the following basis:
Definition of Work:
SiriCOMM is in its formative stages of development and its management wishes to
be advised on a variety of business and financial matters relating to the
financing of the Company. Because of our proven experience and expertise of over
30 years in assisting clients develop and structure strategic relationships to
support financing efforts, SiriCOMM has asked us to assist it in its financing
efforts. Along with our affiliates, we will provide SiriCOMM with regular
financial, operating and strategic consulting advice, initially including:
assist in the preparation of necessary Financial Models; identification and
qualification of potential strategic and financial partners; assist and advise
on the formation and structuring of strategic relationships with partners; and
advise on the terms of definitive agreements. It is understood and acknowledged
by the parties that the value of our service is not readily quantifiable and,
although we shall be obligated to render the advice contemplated by this
Addendum upon reasonable request, that we shall not be obligated to spend any
specific amount of time in doing so.
Term: A twelve-month minimum, with the right by either party to cancel at the
end of six months, with a one month written notice of cancellation.
Compensation:
Upon the receipt of proceeds from a financing of at least $1 million, SiriCOMM
will promptly pay: a) a cash fee of between $100,000 to $250,000, as mutually
agreed upon by the parties based on a good faith assessment of the value of the
services we provided; and b) five year, transferable warrants to purchase
between 250,000 and 400,000 shares of SiriCOMM common stock, as mutually agreed
upon by the parties as set forth above, with the exercise price of the warrants
to equal the price of the most recent financing.
Expenses:
SiriCOMM will also reimburse us for out-of-pocket expenses incurred on behalf of
SiriCOMM. We will provide itemized expenses each month.
Communication:
At least weekly, either in person or via conference call.
Sincerely, Accepted and Agreed
For SiriCOMM, Inc.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxx
----------------------------- ----------------------------
Xxxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxxx
Date 5/29/03 Date 5/30/03
ADDENDUM TO SECOND ADDENDUM TO THE STANDARD SERVICE
AGREEMENT BETWEEN STAUNTON XXXXXXX, LLC AND SIRICOMM, INC.
The following section shall replace the section entitled "Compensation" in the
agreement referenced above.
Compensation:
Upon the receipt of proceeds form a financing of at least $500,000, SiriCOMM
will promptly pay: a) a cash fee of between $50,000 to $250,000, as mutually
agreed upon by the parties based on a good faith assessment of the value of the
services we provided; and b) five year, transferable warrants to purchase
between 125,000 and 400,000 shares of SiriCOMM common stock, as mutually agreed
upon by the parties as set forth above, with the exercise price of the warrants
to equal the price of the most recent financing.
Accepted and Agreed
For Staunton McLane, LLC
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Xxxxxx X. Xxxxxxxx
Date __________________________
Accepted and agreed
For SirCOMM, Inc.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
8/1/03
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Date
