ONLINE VACATION CENTER HOLDINGS, CORP. CONSULTING SERVICES AGREEMENT
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Exhibit 10.7
March 15, 2006
Xxxx Xxxxx Services: Please see attached Exhibit A
Address: 0000 XX 00 Xxxxxxx
Xxxx X-0, Xxxxx, XX 00000
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Dear Xx. Xxxxx:
Online Vacation Center Holdings, Corp. (formerly known as Xxxx Xxxxxxx Cigar
Corporation) ("WE" or "US"), 0000 XX 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 does
hereby offer to engage and retain YOU ("YOU") upon the following terms and
conditions:
1. ENGAGEMENT: YOU will be engaged by US as an independent contractor, and
not an employee, to perform the Services as set forth in Exhibit A
attached hereto and YOU will devote such time as may be necessary to
perform these Services. YOU will not perform, nor be compensated for, any
services outside the scope of the Services without our prior written
approval.
2. TERM: The term of this Agreement shall commence upon execution of this
Agreement and automatically terminate when all of the Services have been
provided to OUR satisfaction in OUR absolute discretion.
3. COMPENSATION: YOU will be compensated for Services performed in the
amounts, at the times and in the manner set forth in Exhibit A attached
hereto.
4. INDEMNITY: YOU will indemnify and hold us harmless from any claim, loss or
damage arising or asserted in connection with your performance of the
Services and any action, omission, negligence, gross negligence or willful
misconduct by YOU or others in connection therewith.
5. CONFIDENTIALITY AND NON-SOLICITATION: YOU hereby acknowledge and agree
that WE have expended significant time and resources in developing our
existing and prospective customers, suppliers, opportunities, businesses,
concepts, ideas and operations and any information related thereto,
including, but not limited to, prices, methods, plans, programs,
literature, and documents ("Confidential Information"), all of which YOU
hereby acknowledged and agree to be proprietary and confidential. YOU
hereby agree during your term of engagement and for one year thereafter
(which time period YOU acknowledge and agree is reasonable) that YOU will
not, on your own behalf or in the service of or on behalf of others, (A)
provide or disclose, use or divulge, or allow to be used or divulged, any
Confidential Information, to any person for any purpose, or (B) solicit,
divert or hire away, any customer, opportunity or employee of ours,
whether or not such relationship is by written or verbal agreement,
full-time, part-time or temporary, or (C) copy or retain any Confidential
Information.
6. WORK PRODUCT: YOU hereby acknowledge and agree that any and all work
product which is conceived, designed, developed or contributed by YOU in
your capacity as an independent contractor hereunder ("Work Product") (A)
is deemed to be within the scope of your engagement, (B) is deemed to be
"works made for hire" under the United States Copyright Act or other
applicable laws, and (C) is deemed to be specifically ordered and
commissioned by US, and YOU hereby assign, transfer and convey to US any
and all worldwide right, title and interest which YOU may have in and to
the Work Product, including, without limitation, any right, title and
interest therein arising under trade secret, copyright, mask work, patent
or any other laws. YOU will execute such further instruments and documents
and take such further action as may be requested by US to effectuate our
ownership and the purposes hereof. Work Product shall include, without
limitation, products, designs, works, discoveries, inventions,
improvements, intellectual property, graphic materials, electronically
produced or stored material, ideas, routines, object and source codes,
specifications, flow charts, licenses, copyrights, trademarks, patents,
scripts, and other materials and documentation, together with all
information data and know-how, alterations, corrections, improvements and
upgrades thereto
7. OTHER: All notices and communications hereunder will be deemed given upon
receipt by personal delivery, overnight courier, or fax or upon the 3rd
day following mailing by registered or certified mail, return receipt
requested, and either delivered or addressed to the addresses set forth
herein. This Agreement constitutes the entire agreement between YOU and US
and supersedes any prior understandings or agreements, written or verbal,
between YOU and US. This Agreement may be amended, supplemented, modified
or discharged only in writing executed by both YOU and US. In the event
any provision of this Agreement shall be held invalid or unenforceable for
any reason, such holding shall not invalidate or render unenforceable any
other provision hereof. This Agreement may not be assigned by YOU. YOU
agree any dispute hereunder shall be resolved by arbitration and YOU waive
any right to a trial by jury in connection herewith. YOU agree our
remedies for any breach hereof include damages, specific performance,
injunctive relief and other equitable remedies, no bond shall be required
in connection therewith and the prevailing party shall be entitled to
recover attorneys fees and costs. This Agreement will be governed by the
laws of the State of Florida and venue and jurisdiction will lie only in
Broward County, Florida.
Agreed and accepted March 15, 2006:
YOU: ONLINE VACATION CENTER HOLDINGS, CORP.
/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
Xxxx Xxxxx Name: Xxxxxx X. Xxxxxx, President
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ONLINE VACATION CENTER HOLDINGS, CORP. CONSULTING SERVICES AGREEMENT
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EXHIBIT A
A. Description of Services: "Services" shall mean and include the following:
YOU shall do all things necessary or appropriate to assist US in compliance with
OUR reporting requirements pursuant to applicable federal and state law,
including but not limited to the following:
o Assist US and our accountants and auditors in the preparation and
completion of OUR annual, quarterly and other filings with the Securities
and Exchange Commission ("SEC") for fiscal years 2005 and 2006, including
providing any certifications (including, but not limited to, Section 302
and 906 certifications or sub-certifications related thereto),
confirmations, acknowledgments, or representation letters requested by US
or our accountants and auditors in our or their absolute discretion;
o Assist US and our accountants and auditors in the preparation and
completion of OUR financial statements, federal and state tax returns for
tax years 2005 and 2006; and
o Cooperate with US, our accountants, auditors, advisors and attorneys in
the event of any inquiries made by the SEC, federal and state tax and
employment agencies in connection with the aforementioned SEC filings and
tax returns; and
o Assist US, our accountants, auditors, advisors and attorneys in any other
manner reasonably requested by US.
B. Compensation: YOU will be paid a monthly fee equal to Eight Thousand Seven
Hundred Twenty-Two Dollars and Sixteen Cents ($8722.16) per month
beginning on April 15, 2006 and thereafter every 15th day of the month for
six months ending on September 15, 2006 for a total of Fifty-Two Thousand
Three Hundred Thirty Three Dollars and 0 cents ($52,333.00).
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