Services Extension Agreement
Exhibit 10.9
Page 1
Chief
of Staff
Services
Extension Agreement
THIS EXTENSION OF SERVICES
AGREEMENT made as of the 2nd day of
July, 0000
X
X X X X X X:
River Star, LLC, or
nominee,
(the
“Chief of Staff”)
- and
-
Halberd
Corporation, a Nevada Public Corporation;
and
any Subsidiary entities of
Halberd
Corporation,
(the
“Company”)
Whereas: The Company entered
into an initial Chief of Staff Services Agreement with Chief of Staff on
November 14, 2008; and,
Whereas: At this time, the
Company desires to extend the current Chief of Staff Services Agreement through
the end of its 2009/2010 fiscal year; and,
Whereas: The Chief of Staff
desires to extend its Agreement with the Company.
Now therefore in consideration of
the mutual covenants, terms and agreements herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
|
1.
|
Extension
of Services. The Chief of Staff shall continue assist and advise
the executives of the corporation, during the Term (as defined below) and
provide the following services (the “Services”) to the Company, at such
times as the Company may reasonably
request:
|
|
|
1.
|
Assist
with Strategic and Tactical Business Development
planning;
|
|
|
2.
|
Assist
with SEC and related regulatory compliance
matters
|
00000
Xxxxxxxx Xxxx. N. • Suite A • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 2
|
|
3.
|
Liaise
with legal and accounting professionals acting on behalf of the
company;
|
|
|
4.
|
Advise
on potential mergers and acquisitions as the opportunities may
arise;
|
|
|
5.
|
Liaise
with corporate finance groups including information and closing document
management;
|
|
|
6.
|
Direct
and manage all required Due Diligence matters;
and
|
|
|
7.
|
Provide
other such services to Company to assist them in achieving their specific
operational, financial and growth needs as requested and agreed upon
between the parties.
|
|
2.
|
Compensation
for Services.
|
|
(a)
|
Basic
Rate. The Company shall pay to the Chief of Staff the
sum of Seven Thousand Five Hundred ($7,500) Dollars per
month for each month of the term (as hereinafter defined) of this
Agreement.
|
|
(b)
|
Capital
Raises. The Company shall pay a comparable and standard bonus to
the Chief of Staff for any capital raises that occur during the term of
this contract and for the period described in Section 3 below. Comparable
and Standard bonus shall be defined as the amount paid to either the top
executive of the corporation as a result of any capital raise, as defined
by board consent of the Company or employment contract; or as comparable
to any other third party that would raise money for the Company, whichever
is greater. Company hereby agrees that the bonus shall be paid
to the Chief of Staff as part of the distribution of funds to the Company
from any funding source.
|
|
(c)
|
Public
Registration. Upon the execution of this Extension Agreement, the
Company shall register, through the filing of Form S-1 with the United
States Securities and Exchange Commission, ONE MILLION (1,000,000) shares
of the Company’s common stock in the name of the Chief of
Staff;
|
|
(d)
|
Board
of Advisors. Chief of Staff shall remain an Advisor to the Board of
Directors and/or a non-executive member of the Board of Directors, if
elected, and Chief of Staff shall remain eligible to participate in all
Board of Director Compensation.
|
|
(e)
|
Subcontracted
Services. If during the term of this Agreement, the
Chief of Staff is requested or required by the Company to subcontract
additional infrastructure services on behalf of the Company including, but
not limited to: accounting services, investor relations services, press
management services, trade show services, administrative services or
executive services, the Company agrees to enter into a separate
sub-contract agreement for each such service and pay to the Chief of Staff
all related fees plus an administrative charge of
15%.
|
|
(f)
|
Expenses.
The Company shall reimburse the Chief of Staff for all reasonable
pre-approved expenses incurred in connection with its services regarding
this Agreement. Reasonable expenses include, but are not limited to such
items as: reproduction costs, binding, ink, paper, photocopying, supplies,
outside agency or service fees, subscriptions, database costs, postage,
meals and entertainment, mileage or travel expenses). Any
additional expenses or production-related costs will be submitted to the
client for approval before proceeding. Typical office related
costs such as normal letter correspondence, facsimiles, etc. are covered
as part of the service.
|
00000
Xxxxxxxx Xxxx. N. • Suite A • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 3
Monthly
Service Payments. The Company shall pay to the Chief of Staff
all amounts owed each month, in advance of services, on or before the 10th day of
each month for the term of this Agreement. Company shall be allowed a
5% discount for each Basic
Rate payment made on or
before the 10th day of each
month. All invoiced amounts owed to Chief of Staff not paid within 30-days of
invoice date subject to a 7% interest fee at the sole discretion of Chief
of Staff.
Monthly
Stock Issuance. The Company shall issue to Chief of
Staff the registered shares of common stock in SIXTEEN (16) equal monthly
installments beginning August 2009.
The
Company shall pay all amounts and deliver such shares as called for herein to
such place as directed by the Chief of Staff.
Upon
termination of this Agreement for any reason and upon request of the Company,
the Chief of Staff shall deliver to the Company all written or descriptive
matter which has been developed, maintained or copied by the Chief of Staff in
furtherance of this Agreement, or which may contain Confidential Information (as
defined below), including, but not limited to drawings, files, lists, plans,
blueprints, papers, documents, tapes or any other such media. The Chief of Staff
shall secure all such written or descriptive matter in locked files at all times
to prevent their loss or unauthorized disclosure, and to segregate Confidential
Information at all times from the material of others. In the event of loss or
destruction of any such written or descriptive matter, the Chief of Staff shall
promptly notify the Company of the particulars of the same in
writing.
Company
also agrees that any relationship brought to the Company by the Chief of Staff
is the property of the Chief of Staff. Further, any fund, fund manager or other
financial, legal, or other person or specialist brought to the Company by the
Chief of Staff and any funding brought to the Company by any such person
entitles the Chief of Staff to the bonus listed in Section 2(b) above regardless
of when it is received.
00000
Xxxxxxxx Xxxx. X. • Xxxxx X • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 4
|
4.
|
Confidential
Information.
|
|
(a)
|
For
the purposes of this Agreement, the term “Confidential Information” means
all information disclosed to, or acquired by, the Chief of Staff, its
employees or agents in connection with, and during the term of this
Agreement which relates to the Company’s past, present and future
research, developments, systems, operations and business activities,
including, without limiting the generality of the
foregoing:
|
|
(i)
|
all
items and documents prepared for, or submitted to, the Company in
connection with this Agreement, and
|
|
(ii)
|
all
information specifically designated by the Company as
confidential;
|
but shall
not include any information which was known to the Chief of Staff, its employees
or agents prior to the date hereof, or which was publicly disclosed otherwise
than by breach of this Agreement.
|
(b)
|
The
Chief of Staff acknowledges that pursuant to the performance of its
obligations under this Agreement, it may acquire Confidential Information.
The Chief of Staff covenants and agrees, during the Term and following any
termination of this Agreement, to hold and maintain all Confidential
Information in trust and confidence for the Company and not to use
Confidential Information other than for the benefit of the Company. Except
as authorized in writing by the Company, the Chief of Staff covenants and
agrees not to disclose any Confidential Information, by publication or
otherwise, to any person other than those persons whose services are
contemplated for the purposes of carrying out this Agreement, provided
that such persons agree in writing to be bound by, and comply with the
provisions of this paragraph. The Chief of Staff shall obtain similar
covenants and agreements to those contained in this paragraph for the
benefit of the Company from each of its employees or agents who are, or
may be, exposed to Confidential
Information.
|
|
5.
|
Warranties.
The Chief of Staff represents and warrants as
follows:
|
|
(a)
|
That
it is under no obligation or restriction, nor will it assume any such
obligation or restriction, which would in any way interfere or be
inconsistent with, or present a conflict of interest concerning the
services to be furnished by it under this
Agreement.
|
00000
Xxxxxxxx Xxxx. N. • Suite A • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 5
|
(b)
|
That
all items delivered to the Company pursuant to this Agreement are original
and that no portion of such items, or their use or distribution, violates
or is protected by any copyright or similar right of any third
party.
|
|
(c)
|
That
any information disclosed by the Chief of Staff to the Company is not
confidential and/or proprietary to the Chief of Staff and/or any third
party.
|
The
Company represents, warrants and acknowledges as follows:
|
|
(a)
|
that
the Chief of Staff provides similar services to various other companies,
and that;
|
| the time spent delivering services will vary depending on the tasks at hand. | |
|
(b)
|
that
there is no specific time allotted to the Company's requirements by the
Chief of Staff;
|
|
(c)
|
the
manner in which the services shall be provided to the Company will be in
the Chief of Staff’s sole
discretion.
|
|
6.
|
Trade
Marks and Trade Names. Notwithstanding any other provision of this
Agreement, the Chief of Staff shall have no right to use the Trade Marks
or Trade Names of the Company or to refer to this Agreement or the
Services, directly or indirectly, in connection with any product, service,
promotion or publication without the prior written approval of the
Company.
|
|
7.
|
Notices.
All notices, requests, demands or other communications required by this
Agreement or desired to be given or made by either of the parties to the
other hereto shall be given or made by fax or email to the last known fax
or email address, and such communication shall constitute valid delivery
of any notice as required
hereunder.
|
|
8.
|
Chief
of Staff’s Agreement With its Employees. The Chief of Staff shall
have an appropriate agreement with each of its employees or others whose
services it may require, which Agreement shall be sufficient to enable it
to comply with all the terms of this
Agreement.
|
|
9.
|
Compliance
With Laws. The parties hereto and their officers, directors,
employees, and contractors agree that each shall comply with all
applicable laws, ordinances, regulations and codes in the performance of
its obligations under this Agreement. The parties hereto further agree to
hold each other harmless and indemnify each other against any loss or
damage to include reasonable legal or other solicitor’s fees that may be
sustained by reason of the failure of either party or their respective
employees, agents or subcontractors to comply with such laws, ordinances,
regulations and codes.
|
00000
Xxxxxxxx Xxxx. N. • Suite A • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 6
|
10.
|
Entire
Agreement. This Agreement sets forth the entire Agreement between
the parties hereto and is an extension to all previous Agreements in
connection with the subject matter hereof. No alteration,
amendment or qualification of this Agreement shall be valid unless it is
in writing and is executed by both of the parties
hereto.
|
|
11.
|
Severability.
If any paragraph of this Agreement or any portion thereof is determined to
be unenforceable or invalid by the decision of any court by competent
jurisdiction, which determination is not appealed or appealable, for any
reason whatsoever, such unenforceability or invalidity shall not
invalidate the whole Agreement, but the Agreement shall be construed as if
it did not contain the particular provision held to be invalid and the
rights and obligations of the parties shall be construed and enforced
accordingly.
|
|
12.
|
Further
Assurances. The parties hereto covenant and agree that each shall
and will, upon reasonable request of the other, make, do, execute or cause
to be made, done or executed, all such further and other lawful acts,
deeds, things, devices and assurances whatsoever for the better or more
perfect and absolute performance of the terms and conditions of the this
Agreement.
|
|
13.
|
Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
Michigan.
|
|
14.
|
Relationship.
The Chief of Staff shall perform the Services as an independent
contractor. Nothing contained in this Agreement shall be deemed to create
any association, partnership, joint venture, or relationship of Company
and agent or employer and employee between the parties hereto or to
provide either party with the right, power or authority, whether express
or implied, to create any such duty or obligation on behalf of the other
party. The Chief of Staff also agrees that it will not hold itself out as
an affiliate of or partner, joint venturer, co-Company or co-employer with
the Company, by reason of the Agreement and that the Chief of Staff will
not knowingly permit any of its employees, agents or representatives to
hold themselves out as, or claim to be, officers or employees of the
Company by reason of the Agreement. In the event that the Company is
adjudicated to be a partner, joint venturer, co-Company or co-employer of
or with the Chief of Staff, the Company shall indemnify and hold harmless
the Chief of Staff from and against any and all claims for loss, liability
or damages arising therefrom.
|
|
15.
|
Construction.
In this Agreement, except as otherwise expressly provided, all words and
personal pronouns relating thereto shall be read and construed as the
number and gender of the party or parties referred to in each case require
and the verb shall be read and construed as agreeing with the required
word and pronoun.
|
00000
Xxxxxxxx Xxxx. N. • Suite A • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 7
|
16.
|
Headings.
The division of this Agreement into paragraphs and the use of headings is
for convenience of reference only and shall not modify or affect the
interpretation or construction of this Agreement or any of its
provisions.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY BLANK –
SIGNATURE
PAGE TO FOLLOW]
00000
Xxxxxxxx Xxxx. X. • Xxxxx X • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
Page 8
IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.
Legal Company
Name: Halberd
Corporation, a Nevada Public Corporation
Complete Legal
Address: 00000
Xxxxxx Xxxxxx
Xxxxxxxxxx Xxxxx,
XX 00000
Officer or Chairman
Name:
Xxxx X. Xxxxxxxxx, CEO
Signature
of CEO or Chairman: _______________________________________________
River
Star, LLC
By: ________________________________
Xxxxxxxx X. Xxxxx
Managing Director
00000
Xxxxxxxx Xxxx. X. • Xxxxx X • Xxxxxx Xxxxxxxx, XX 00000 •
000-000-0000 • xxxxxxxxxxxx.xxx
