EXHIBIT 10.1
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (this "Agreement") is made as of the 18th
day of January, 2005 by and between Techlabs, Inc., a Florida corporation (the
"Company"), with its principal place of business at 0000 Xxxxxxxx Xxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxxx 00000 and Xxxxxx X. Xxxxxxxx, an individual
("Dorrough"), with his principal place of business located at 000-XX Xxxxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxx 00000.
R E C I T A L S:
WHEREAS, the Company desires to retain Dorrough to provide certain
services to it as hereinafter set forth.
WHEREAS, Dorrough is willing to be engaged by the Company to perform
those services.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Dorrough for a period of six
(6) months from the date hereof to consult with it on the business operations of
potential transaction candidates with a view toward increasing the revenues of
the Company, including, but not limited to (i) identify and initiate discussions
on behalf of the Company with potential transactions candidates, (ii) assist
management in negotiation of letters of intent and definitive purchase
agreements with transactional candidates, and (iii) such other services as
requested by the Company reasonably related to the foregoing (collectively, the
"Services"). Dorrough shall be permitted to engage additional consultants to
assist him in the performance of the Services, which such additional consultants
shall agree to be bound by the provisions of Section 5 of this Agreement.
Dorrough shall be responsible for the compensation due to such additional
consultants.
2. Compensation for Services. As full and complete consideration for
the performance of the Services, the Company shall issue Dorrough 60,000 shares
of the Company's common stock, which is equal to approximately $63,000 based
upon the fair market value of the Company's common stock as of the date hereof.
Such shares shall be issued pursuant to the Company's 1999 Stock Incentive Plan
and, upon issuance, shall be fully paid, duly issued and freely tradeable.
Dorrough shall bear all of his own expenses related to the Services to be
rendered to the Company pursuant to this Agreement, including but not limited to
telephone, telecopier, Internet, overnight mails and travel.
3. Representations and Warranties of Dorrough. Dorrough represents and
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warrants that he has the full right, power and capacity to execute and deliver
this Agreement and perform his obligations hereunder; that the execution and
delivery of this Agreement and the performance by Dorrough of his obligations
pursuant to this Agreement do not constitute a breach of or a default under any
agreement or instrument to which he is a party or by which he or any of his
assets are bound; and that this Agreement, upon execution and delivery of the
same by Dorrough, will represent the valid and binding obligation of Dorrough
enforceable in accordance with its terms. The representations and warranties set
forth herein shall survive the termination of this Agreement.
4. Limitation on Scope of Services; Indemnification.
a. The scope of the services to be rendered by Dorrough to the Company
are as set forth herein, it being understood by the parties that all content of
documents to which the Company is a party are the responsibility of the Company.
The Company acknowledges its understanding that Dorrough is not an attorney,
that the scope of the services to be provided by him are not legal in nature,
that he will not be providing any legal advice regarding the Services or any
other matter, and that the Company will seek the counsel of its attorneys in all
matters related to the Services as it deems necessary.
b. The Company will indemnify and hold Dorrough harmless against any
losses, claims, damages or liabilities, joint or several (which will, for all
purposes of this Agreement, include, but not be limited to, all costs of defense
and investigation and all reasonable attorneys' fees, including appeals) to
which Dorrough may become subject in connection with the Services to be
performed by him pursuant to this Agreement and reimburse Dorrough for any legal
or other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, action, proceeding or investigation. The
foregoing indemnity agreement will be in addition to any liability which the
Company may otherwise have.
5. Confidentiality. Dorrough agrees that all non-public information
pertaining to the prior, current or contemplated business of the Company
constitutes valuable and confidential assets of the Company. Such information
shall include, without limitation, information relating to customer lists,
bidding procedures, intellectual property, patents, trademarks, trade secrets,
financing techniques and sources and such financial statements of the Company as
are not available to the public. Dorrough shall hold all such information in
trust and confidence for the Company and shall not use or disclose any such
information for other than the Company's business and shall be liable for
damages incurred by the Company as a result of the use or disclosure of such
information by Dorrough, except (i) where such information is publicly available
or later becomes publicly available other than through a breach of this
Agreement, or (ii) where such information is subsequently lawfully obtained by
Dorrough from a third party or parties, or (iii) if such information is known to
Dorrough prior to the execution of this Agreement, or (iv) as may be required by
law. Dorrough acknowledges and agrees that the Company's remedy at law for a
breach or threatened breach of any of the
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provisions of this paragraph would be inadequate and the breach shall be per se
deemed as causing irreparable harm to the Company. In recognition of this fact,
in the event of a breach or threatened breach by Dorrough of any of this
paragraph, Dorrough agrees that, in addition to any remedy at law available to
the Company including, but not limited to, monetary damages, and the Company,
without posting any bond, shall be entitled to obtain equitable relief in the
form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available
to the Company. Nothing herein contained shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or
threatened breach.
6. Amendment or Assignment; Parties in Interest. No modification,
waiver, amendment, discharge or change of this Agreement shall be valid unless
the same is evidenced by a written instrument, executed by the party against
which such modification, waiver, amendment, discharge, or change is sought. This
Agreement is not assignable by Dorrough without the prior written consent of the
Company, which such consent may not be forthcoming. The Agreement herein set
forth is made solely for the benefit of the Company and Dorrough, any person
controlling either of them, and their respective executors, administrators,
successors and assigns; and no other person will acquire or have any rights
under or by virtue of this Agreement.
7. Notices. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses
herein above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set forth.
8. Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
9. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
10. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
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principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this Agreement shall
be brought in the state or federal courts located in St. Lucie County in the
State of Florida. The parties hereto hereby accept the exclusive jurisdiction
and venue of those courts for the purpose of any such suit, action or
proceeding. The parties hereto hereby irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any judgment entered by any court in respect thereof
brought in St. Lucie County, Florida, and hereby further irrevocably waive any
claim that any suit, action or proceeding brought in St. Lucie County, Florida,
has been brought in an inconvenient forum.
11. Binding Nature, No Third Party Beneficiary. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and
specifically for their benefit. No other person shall have any rights, interest
or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
12. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TECHLABS, INC.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, President
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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