EXHIBIT 10.30
AGREEMENT
THIS AGREEMENT is made and entered into ____ day of April, 1999, by and
between XXXXXX X. XXXXXXXXX (Xxxxxxxxx), with an address at JRT Associates,
Inc., 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxx 00000, and FINANCIAL
INTRANET, INC. (the "Company"), a Nevada corporation having offices at 000 Xxx
Xxxx Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000.
WHEREAS, the Company desires to employ Xxxxxxxxx as an independent
contractor, and Xxxxxxxxx desires to accept such employment with the Company,
subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Xxxxxxxxx agree as follows:
1. Period of Engagement.
The Company shall engage Xxxxxxxxx, and Xxxxxxxxx shall serve the
Company for one (1) year commencing as of the date hereof (the "Term"). The Term
may be extended by one (1) additional year with the same compensation package in
year two (2) as in year one (1)
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at the option of Xxxxxxxxx upon a minimum of sixty (60) days prior written
notice to the Company.
2. Duties and Responsibilities.
During the Term of this Agreement, Xxxxxxxxx shall be engaged by the
Company as a spokesperson.
(a) Question and Answer Session.
Xxxxxxxxx agrees to participate in six (6) question and answer sessions
on the Company's chat room during the Term at intervals of not more than once
per week. Xxxxxxxxx will answer questions by talking via telephone to a
representative of the Company who will then put Theismann's comments on the
Internet. Xxxxxxxxx may be located anywhere in the United States during his
participation in each session, The Company shall provide Xxxxxxxxx with a
minimum of two (2) weeks notice prior to each session, and the parties shall
mutually agree on the exact date and time. The Company shall have the right to
advertise Theismann's scheduled appearance on its chat room in any manner and
through any medium at its sole cost and expense. The topics to be discussed by
Xxxxxxxxx shall be selected by the Company and shall be mutually acceptable to
both the Company and Xxxxxxxxx. During each session, the company shall select
the questions to be answered by Xxxxxxxxx. Each session shall be a maximum of
thirty (30) minutes in duration.
(b) Trade Show.
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Xxxxxxxxx agrees to appear at one (I) trade show in the United States
as selected by the Company during the Term to sign autographs and answer
questions regarding Financial Intranet. The Company shall give notice to
Xxxxxxxxx no less than six (6) weeks prior to his appearance, and the parties
shall mutually agree on the exact date and time for Theismann's appearance.
(c) Video Production.
Xxxxxxxxx agrees to devote a maximum of eight (8) hours on a single day
for the production of video tapes and audio tapes by the Company on a minimum of
six weeks prior notice from the Company, and the parties shall mutually agree on
the exact date and time for the video/audio production. The video tapes and
audio tapes may include, but not be limited to, such commercials, infomercials,
testimonials, and motivational talks as the Company desires to produce subject
to Xxxxxxxxx' s approval. The Company shall have the right, at its discretion,
to distribute and reproduce such tapes and audio tapes over the Internet during
the Term of this Agreement only.
(d) Promotional Efforts.
During the Term, Xxxxxxxxx shall use his best efforts to utilize his
name and image to promote the Company's products and services and to assist the
Company in improving
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customer relations. The parties acknowledge that Xxxxxxxxx will only be required
to provide such services on a part-time basis and that, except for the specific
time to be devoted by Xxxxxxxxx to the Company's business under Sections 2(a),
(b) and (c), the amount of time to be devoted by Xxxxxxxxx for such promotional
efforts shall be determined solely by Xxxxxxxxx. Statements by Xxxxxxxxx with
respect to the business and operation of the Company shall be subject to the
review and approval of the Company.
3. Compensation.
(a) As compensation for services rendered hereunder and in
consideration of this Agreement, the Company shall (i) pay Xxxxxxxxx a fee of
$7,500.00 payable upon execution of this Agreement, (ii) issue to Xxxxxxxxx
warrants to purchase 100,000 shares of the Company's common stock at an exercise
price of Seventy Five Cents ($0.75) per share for twelve (12) months from the
date of this Agreement, such warrants to vest on the first day of each month at
a rate of 8,333 shares per month for the first eight months and 8,334 per month
for the last four months of the Term, and these warrants shall be exercisable
for eighteen (18) months from the date of grant regardless of whether this
Agreement is extended beyond the initial Term described herein or terminated as
provided herein, and (iii) issue to Xxxxxxxxx warrants to purchase an additional
50,000 shares of the Company's common stock at an exercise price equal to twenty
percent (20%) below the closing bid price of the Company's common stock as
listed on Bloomberg Systems on the day of the Production of video tapes and
audio tapes under Section 2 above, which warrants vest on the day of production
and shall be exercisable for twelve (12)
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months from the date of grant, regardless of whether this Agreement is extended
beyond the initial Term described herein or terminated as provided herein.
(b) The Company shall include the 150,000 shares of common stock
issuable upon exercise of the warrants in its registration statement filed with
the Securities and Exchange Commission in February 1999 so that the shares of
common stock will be registered under the Securities Act of 1933.
(c) The compensation described herein is only for the initial one (1)
year Term of this Agreement. In the event the Term is extended to a second year
as provided herein, Xxxxxxxxx shall be entitled to the same compensation package
in year two (2).
(d) The Company expressly agrees that the warrants to be issued to
Xxxxxxxxx shall be unencumbered, unrestricted, freely assignable or
transferrable by Xxxxxxxxx to a third party, fully paid and non-assessable, free
from taxes, liens, and other charges.
(e) The Company further expressly agrees that the shares deliverable on
the exercise of these warrants shall be unencumbered, unrestricted, freely
assignable or transferrable by Xxxxxxxxx to a third party, fully paid and
non-assessable, free from taxes, liens, and other charges, upon the
effectiveness of the registration statement described in paragraph 6.
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(f) The Company shall at all times reserve and hold available
sufficient shares of stock to satisfy all conversion and purchase rights of
outstanding convertible securities, options, and warrants including but not
limited to the warrants described herein.
(g) The purchase rights represented by these warrants are exercisable
at the option of Xxxxxxxxx or his assigns, in whole or in part, as they become
vested as described herein. In the case of the exercise of warrants for less
than all the shares exercisable, the Company shall execute and deliver new
warrants of like tenor for the balance of the shares purchased.
(h) If the Company, by stock dividend, split, reverse split,
reclassification of shares, or otherwise, changes as a whole the outstanding
common stock into a different number or class of shares, then:
(1) The number and class of shares so changed shall, for the
purposes of these warrants, replace the shares outstanding
immediately prior to the change; and
(2) these warrants' purchase price in effect, and the number of
shares purchasable under these warrants, immediately prior to the
date upon which the change becomes effective, shall be
proportionately adjusted (the price to the nearest cent).
Irrespective of any adjustment or change in the warrants' purchase
price or the number of shares purchasable under this or any other
warrant of like tenor, the warrants theretofore and thereafter
issued may continue to express the warrant purchase price per
share and the number of shares purchasable as the warrant purchase
price per share and the number of shares of purchasable were
expressed in the warrants when initially issued.
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(i) If the Company consolidates with or merges into another
corporation, the registered owner shall thereafter be entitled on exercise to
purchase, with respect to each share of common stock purchasable hereunder
immediately before the consolidation or merger becomes effective, the securities
or other consideration to which a holder of one share of common stock is
entitled in the consolidation or merger without any change in or payment in
addition to the warrant purchase price in effect immediately prior to the merger
or consolidation. The Company shall take any necessary steps in connection with
a consolidation or merger to assure that all of the provisions of these warrants
shall thereafter be applicable, as nearly as reasonably may be, to any
securities or other consideration so deliverable on exercise of these warrants.
The Company shall not consolidate or merge unless, prior to consummation, the
successor company (if other than the Company) assumes the obligations of this
paragraph by written instrument executed and mailed to the registered owner at
the address of the owner on the books of the Company. A sale or lease of all or
substantially all the assets of the Company for a consideration (apart from the
assumption of obligations) consisting primarily of securities is a consolidation
or merger for the foregoing purposes.
6) On the happening of an event requiring an adjustment of the
warrants' purchase price or the shares purchasable hereunder, the Company shall
forthwith give written notice to the registered owner stating the adjusted
warrants' purchase price and the adjusted number and kind of securities or other
property purchasable hereunder resulting from the event and setting forth in
reasonable detail the method of calculation and the facts upon which the
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calculation is based. The Board of Directors of the Company, acting in good
faith, shall determine the calculation.
4. Expenses.
The Company shall reimburse Xxxxxxxxx for all reasonable and ordinary
expenses incurred in the performance of Theismann's duties provided that the
Company approves all expenses in excess of $100.00 in advance. Xxxxxxxxx shall
provide to the Company any and all statements, bills or receipts evidencing the
expenses for which Xxxxxxxxx seeks reimbursement, and such other related
information or materials as the Company may from time to time reasonably
require. In the event that Xxxxxxxxx travels to any location outside of the
Washington, D.C. metropolitan area, including, but not limited to any trade
shows, the Company shall be responsible and shall pay for first class round trip
air tickets and hotel accommodations for Xxxxxxxxx. Xxxxxxxxx shall make all
first class round-trip air reservations and invoice Financial Intranet and the
Company shall promptly pay such invoices.
5. Termination.
(a) The Company shall have the right to terminate this Agreement prior
to the end of the Term for "Cause" at any time and without prior notice. For
purposes of this Agreement, Cause shall include: (i) material default or other
material breach by Xxxxxxxxx of Theismann's obligations hereunder; (ii) failure
by Xxxxxxxxx to perform diligently and
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competently Theismann's duties hereunder; or (iii) misconduct, dishonesty,
insubordination, acts of moral turpitude or other act by Xxxxxxxxx detrimental
to the Company or its good will or damaging to its relationships with its
customers, suppliers, or employees, including, without limitation, (A) use of
alcohol or illegal drugs such as to interfere with the performance of Xxxxxxxxx'
s obligations hereunder, (B) conviction of or plea of guilty or no contest to a
felony or a misdemeanor involving moral turpitude, and (C) material failure by
Xxxxxxxxx to comply with applicable laws or governmental regulations with
respect to Company operations or the performance of Theismann's duties. in the
event Xxxxxxxxx is terminated for Cause by the Company or Xxxxxxxxx voluntarily
ceases to provide the services required under this Agreement, all warrants due
to or vested in Xxxxxxxxx, regardless of whether the warrants have been
exercised, pursuant to the terms of this Agreement, shall remain the sole and
exclusive property of Xxxxxxxxx to do with as he wishes upon the terms contained
herein. Any right to future warrants shall terminate in the event of a
termination for cause or in the event Xxxxxxxxx voluntarily ceases to provide
the services required herein. For example, if the Company terminates Xxxxxxxxx
for cause at the end of the seventh month, Xxxxxxxxx shall be entitled to the
following warrants: 8,333 x 7 months 58,331. This example does not take into
consideration warrants due for the production of the video which shall vest on
the day of production of the video.
(b) If the Company terminates this Agreement prior to the end of the
Term for a reason other than cause, the total compensation required pursuant to
Section 2 shall be due to
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Xxxxxxxxx in full, immediately, in full and complete satisfaction of any and all
obligations owing to Xxxxxxxxx pursuant to this Agreement
6. Confidential Information.
Both during and after the Term Xxxxxxxxx shall not, directly or
indirectly, divulge, publish, communicate, or make available to any person,
corporation, governmental agency, or other entity (except in performing
Theismann's duties hereunder), or use for Theismann's own or any other person or
entity's purposes or benefit, any trade secret, confidential business
information, e-mailing or customer lists, finances (including prices, costs, and
revenues), and other confidential business information or date of the Company or
any affiliate which is not generally known to the public (separately and
collectively, "Information"), and shall use Theismann's best efforts to prevent
the publication or disclosure by any other person or entity of any such
Information. All documents and Information compiled, received, held, or used by
Xxxxxxxxx in connection with the business of the Company shall remain the
Company's property and shall be delivered by Xxxxxxxxx to the Company upon the
termination of Theismann's engagement or at any earlier time requested by the
Company.
7. Promotional Material.
Xxxxxxxxx agrees to allow the Company to use his name, image and
biographical information and transcripts, photographs and videos of previous
motivational speeches as approved by Xxxxxxxxx in his sole discretion and
provided that the proposed use does not violate any preexisting agreement to
which Xxxxxxxxx is presently a party, through any type of media
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chosen by the Company, for the advertising of the Company's products and
services and the promotion of the Spokesman's appearance during the Term hereof.
Xxxxxxxxx shall assist in providing the Company with photographs and videos of
prior motivational speeches, which the. Company shall have the right to edit,
reproduce and distribute on the Company's web-site during the Term, subject to
the restrictions contained herein. Xxxxxxxxx agrees to allow the Company to use
his name and image, through any type of media, for the advertising of the
Company's products and services during the Term of the Agreement only. The
Company agrees that any promotional material developed by the Company using
Xxxxxxxxx or his likeness can be used by the Company only during the Term of
this Agreement.
8. Arbitration.
Any dispute between the Company and Xxxxxxxxx relating to this
Agreement or relating to or arising out of Theismann's engagement with the
Company, shall be settled by binding arbitration before a single arbitrator in
New York, New York, pursuant to the Rules of the American Arbitration
Association. Each party shall bear its own costs, expenses and fees, including,
without limitation, attorneys' fees and experts' fees with respect to any such
arbitration. Judgment upon any resulting arbitration award may be entered in any
court of competent jurisdiction and shall be binding on both parties.
9. Independent Contractor.
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Xxxxxxxxx shall have the status of an independent contractor under this
Agreement and shall not have the authority and shall not represent to third
parties that he has the authority to bind or obligate the Company
10. Indemnification
The Company agrees to and does hereby indemnify, defend and hold
Xxxxxxxxx harmless from and against any and all claims, causes of action,
liabilities, losses and damages, (including reasonable attorney's fees) arising
from actions or omissions of the Company with respect to this Agreement or
arising from or in connection with Theismann's involvement with the Company,
including but not limited to all claims involving the product and services
provided by the Company including any product or services provided to any third
party including its customers and the public. Promptly after any such claims,
causes of action, liabilities, losses and damages become known to Xxxxxxxxx,
Xxxxxxxxx shall give the Company prompt written notice of, and an opportunity to
defend, any and all asserted claims, causes of action, liabilities, losses and
damages.
11. Notice.
Any notice or other communication required or permitted under this
Agreement by either party hereto to the other shall be in writing, and shall be
deemed effective upon (a) personal delivery, if delivered by hand, (b) three
days after the date of deposit in the mails, postage prepaid, if mailed by
certified or registered mail, or (c) the next business day, if sent by a prepaid
overnight courier service, and in each case addressed as follows:
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If to Xxxxxxxxx Xxxxxx X. Xxxxxxxxx
c/o JRT Associates, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxx 00000
If to the Company Financial Intranet, Inc.
000 Xxx Xxxx Xxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
With a copy to:
XxXxxxxxxx & Xxxxx, LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esquire
Facsimile: (000) 000-0000
Either party may change the address or addresses to which notices are
to be sent by giving notice of such change of address.
12. Entire Agreement.
This Agreement represents the entire agreement between the Company and
Xxxxxxxxx with respect to Theismann's engagement with the Company, and
supersedes and is in full substitution for any and all prior agreements or
undertakings, whether oral or written, relating to Theismann's engagement.
13. Amendment.
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This Agreement may not be canceled, changed, modified, or amended
orally, and no cancellation, change, modification or amendment hereof shall be
effective or binding unless in a written instrument signed by the Company and
Xxxxxxxxx.
14. No Waiver.
The failure at any time either of the Company or Xxxxxxxxx to
require the performance by the other of any provision of this Agreement shall in
no way affect the full right of such party to require such performance at any
time thereafter, nor shall the waiver by either the Company or Xxxxxxxxx of any
breach of any provision of this Agreement be taken or held to constitute a
waiver of any future breach of such or any other provisions of this Agreement.
15. Assignment.
This Agreement is binding on and for the benefit of the Company and
Xxxxxxxxx and their respective successors, heirs, executors, administrators, and
other legal representatives. Neither this Agreement nor any right or obligation
hereunder may be sold, transferred, assigned, or pledged by the Company or by
Xxxxxxxxx without the prior written consent of the other.
16. Interpretation and Severability.
In the event any provision of this Agreement, or any portion
thereof, is determined by any arbitrator or court of competent jurisdiction to
be void or unenforceable, the remaining provisions of this Agreement shall
nevertheless be binding upon the Company and
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Xxxxxxxxx with the same effect as though the void or unenforceable provision or
portion thereof had been severed and deleted.
17. No Conflict.
With the exception of certain agreements that Xxxxxxxxx is a party
to concerning the use of his image, photos, videos, and/or motivational
speeches, the parties represent and warrant that they are not subject to any
agreement, order, judgment or decree of any kind which would prevent them from
entering into this Agreement or performing fully their obligations hereunder.
18. Governing Law.
This Agreement shall be governed by and construed in accordance
with the substantive laws of the State of New York, without application of its
conflict or choice of law provisions.
19. Execution.
This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day, month and year first above written.
/s/Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
FINANCIAL INTRANET, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxx,
President, Authorized Agent
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