EXHIBIT 10.18
BUSINESS DEVELOPMENT AGREEMENT
THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is effective as
of September 20, 2004 by and between SAGAMORE HOLDINGS, INC., a Florida
corporation (the "Company"), and CELERITY SYSTEMS, INC., a Delaware corporation
("Celerity").
RECITALS:
WHEREAS, the Company desires to engage Celerity, and Celerity desires
to be engaged by the Company, to provide certain business development services
in accordance with and subject to the terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
AGREEMENT:
ARTICLE 1.
ENGAGEMENT
1.1. Engagement. The Company hereby engages Celerity, and Celerity
hereby accepts such engagement.
1.2. Services. Upon the request of the Company, Celerity shall perform
the services set forth on Exhibit "A" hereto.
ARTICLE 2.
TERM OF ENGAGEMENT
2.1. Term. The engagement of Celerity pursuant to the terms hereof
shall commence on the date hereof and shall continue on a month-to-month basis
until terminated by either party by providing thirty (30) days prior written
notice to the other party (the "Term").
2.2. Independent Consultant. The Company and Celerity acknowledge and
agree that Celerity is an independent contractor and that nothing in this
Agreement is intended to cause Celerity to be a fiduciary, agent, joint
venturer, legal representative, partner or servant of the Company for any
purpose whatsoever. Celerity agrees that the Company shall in no event assume
liability for or be deemed liable hereunder as a result of any contract,
agreement, understanding, debt or obligation entered into by Celerity on the
Company's behalf without the Company's prior written consent. Celerity shall be
solely responsible for and shall pay all taxes, assessments, and fees incident
to the performance of his obligations pursuant to this Agreement.
ARTICLE 3.
COMPENSATION OF CONSULTANT
3.1. Compensation. As compensation for the services to be provided
hereunder, the Company shall pay Celerity a fee payable by the issuance of
7,500,000 shares of the Company's common stock, par value $0.001 per share. This
fee shall be deemed fully earned as of the date hereof.
ARTICLE 4.
MISCELLANEOUS
4.1. Notices. All notices hereunder, to be effective, shall be in
writing and shall be deemed delivered when delivered by hand, upon confirmation
of receipt by telecopy or when sent by first-class, certified mail, postage and
fees prepaid, as follows:
(a) for notices and communications to the Company
Sagamore Holdings, Inc.
00 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Chief Executive Officer
(b) for notices and communications to Celerity:
Celerity Systems, Inc.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
By notice complying with the foregoing provisions of this Section, each party
shall have the right to change the address for future notices and communications
to such party.
4.2. Modification. This Agreement constitutes the entire Agreement
between the parties hereto with regard to the subject matter hereof, superseding
all prior understandings and agreements, whether written or oral. This Agreement
may not be amended or revised except by a writing signed by both of the parties
hereto.
4.3. Assignment. This Agreement and all rights hereunder are personal
to Celerity and may not, unless otherwise specifically permitted herein, be
assigned by it. Notwithstanding anything else in this Agreement to the contrary,
the Company may assign this Agreement to and all rights hereunder shall inure to
the benefit of any person, firm or corporation succeeding to all or
substantially all of the business or assets of the Company whether by purchase,
merger or consolidation.
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4.4. Captions. Captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.
4.5. Severability. The provisions of this Agreement are severable, and
the invalidity of any provision shall not affect the validity of any other
provision. In the event that any arbitrator or court of competent jurisdiction
shall determine that any provision of this Agreement or the application thereof
is unenforceable because of the duration or scope thereof, the parties hereto
agree that said arbitrator or court in making such determination shall have the
power to reduce the duration and scope of such provision to the extent necessary
to make it enforceable, and that the Agreement in its reduced form shall be
valid and enforceable to the full extent permitted by law.
4.6. Governing Law. This Agreement shall be construed under and
governed by the laws of the State of New Jersey without regard to its principles
of conflicts of laws. The parties hereto agree that except as otherwise provided
in this Agreement, any claim or dispute arising under or in connection with this
Agreement shall be submitted for adjudication exclusively in Middlesex County,
New Jersey and each of the parties hereto expressly agrees to be bound by such
selection of jurisdiction and venue for purposes of such adjudication.
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IN WITNESS WHEREOF, the parties hereto have caused this Business
Development Agreement to be executed by their representatives thereunto duly
authorized.
SAGAMORE HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
CELERITY SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Name: /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Title: /s/ President & CEO
-----------------------------------------
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EXHIBIT "A"
DESCRIPTION OF SERVICES
CELERITY SYSTEMS SHALL, UPON REQUEST, ASSIST THE COMPANY IN MANAGERIAL
ASSISTANCE, INCLUDING SIGNIFICANT GUIDANCE AND COUNSEL IN MANAGEMENT, OPERATIONS
OR BUSINESS OBJECTIVES AND POLICIES. SUCH ASSISTANCE MAY INCLUDE STRATEGIC AND
FINANCIAL PLANNING, DESIGNING BUDGETS AND CONTROL SYSTEMS.
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