EXHIBIT 10.3
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is dated February 17, 2003as
amended as of August 1, 2003 and February 1, 2004 between Xxxxx X. Xxxxxxx
("Xxxxxxx") and MagnaData, Inc. (the "Company").
In consideration of the following mutual covenants, and intending to be
legally bound, the parties agree as follows:
1. Services.
1.1 During this Agreement, Xxxxxxx will provide the Company with
executive and financial planning services. Xxxxxxx will serve as Vice President
and Director of the Company, if requested by the Company. This Agreement shall
not cover any services for which a license is required, including selling
securities or practicing law or accounting.
1.2 Xxxxxxx will be an independent contractor. Unless Xxxxxxx is an
officer of the Company, he shall have no right to commit the Company to any
agreement.
2. Fees.
2.1 The Company will pay Xxxxxxx $5,000.00 for each calendar month
until a total of $20,000 is paid. Xxxxxxx agrees that the $20,000 has been paid.
If the Company raises at least $2,250,000 from sales of securities after
February 1, 2004, the Company will again begin paying Xxxxxxx $5,000.00 per
month for each month remaining during the term of this Agreement commencing the
month in which the total raised since February 1, 2004 is $2,250,000 or greater.
2.2 The first payment is due when this Agreement is signed. Subsequent
payments must be paid to and received by Xxxxxxx on or before the 20th day of
each calendar month to which it relates.
2.3 The Company will reimburse Xxxxxxx for direct out-of-pocket
expenses including travel, long distance and cell phone charges, shipping, and
third party printing and document production costs, subject to prior approval by
the Company and reasonable evidence of the expenditures.
3. Confidentiality.
3.1 Xxxxxxx will maintain the confidentiality of Confidential
Information of the Company during the term of this Agreement and for a period of
three (3) years thereafter. Xxxxxxx xxx disclose Confidential Information if
required by a court or governmental agency, but Xxxxxxx will inform Company
prior to disclosure.
3.2 "Confidential Information" means information concerning the Company
or its business that is (i) disclosed in a writing marked "confidential" or (ii)
disclosed orally and identified as "confidential" in writing prior to or within
two days following disclosure.
Confidential Information does not include information in our possession as of
the date of this Agreement, (ii) received by us after the term of this
Agreement, (iii) that is or becomes publicly available or generally known to
persons in your industry without breach of our obligations under this section,
(iv) received from persons having no obligation of confidentiality to the
Company, or (v) that we independently develop without reference to any
Confidential Information.
4. Term. The term of this Agreement will begin on the date first set forth above
and will continue until March 31, 2005 unless sooner terminated as provided
herein. Either party may terminate this Agreement without cause upon 30 days
prior written notice to the other.
5. Entire Agreement. This Agreement us concerning and supersedes all prior and
contemporaneous agreements.
6. Amendments. This Agreement may not be amended, changed or modified except by
a written instrument executed by or on behalf of both you and us.
7. Assignment. Neither party may assign this Agreement to any other party
without our prior written consent, except the Company may assign this Agreement
to any party that substantially all of the assets of the Company.
8. Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of North Carolina.
9. Counterparts. This Agreement may be executed in any number of counterparts
and all executed counterparts will constitute one agreement binding on all
parties to this Agreement, notwithstanding that all parties have not signed the
same counterpart.
IN WITNESS WHEREOF, this Agreement is executed and effective as of the date
first above noted.
XXXXX X. XXXXXXX .
By: /S/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Title:
MAGNADATA, INC
By: /S/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Title: Secretary
