Exhibit 10.18
Lami Park LLC
0000 Xxxxxx Xxxxxxx Xxxxxx . Xxxx Xxxx Xxxx . Xxxx 00000-0000
Contract for Services
1. Names
This agreement is between FreeHand Systems, International, Inc., a Delaware
corporation (Client), and Lami Park LLC, a Utah limited liability company
(Contractor) entered into on this date March 31, 2007. This agreement supersedes
and replaces the Agreement dated December 12, 2006 between FreeHand Systems,
Inc., a Nevada corporation and Contractor.
2. Services to be Performed
Contractor agrees to perform the following services for Client:
Contractor will provide Xxx X. Xxxxxxx to act as the Chief Accounting and
Financial Officer (CFO) of Client. In this capacity Xx. Xxxxxxx will report to
Xxx Xxxx, CEO. Xx. Xxxxxxx will perform all of the customary duties associated
with the Chief Accounting and Financial Officer and any other responsibilities
mutually agreed between Xx. Xxxxxxx and Xx. Xxxx. It is understood that if
appointed as CFO, Xx. Xxxxxxx will sign Registration Statements filed with the
Securities and Exchange Commission in that capacity.
Although Xx. Xxxxxxx is a CPA licensed in the States of California and Utah,
this engagement is not for professional accounting services as set forth by
either the AICPA or the laws of those states. Neither the Contractor nor Xx.
Xxxxxxx will express opinions on the financial statements or accounts of Client.
3. Time for Performance
The term of this contract will be from the date signed through March 31, 2008,
unless extended by mutual agreement.
4. Payment
Client will pay Contractor as follows: $2,000 per day onsite, including 1/2 of
travel time, up to 10 hours; $250 per hour for hours above 10 per day onsite and
all other hours worked by Contractor. . Contractor will accept 3/4 of this
amount in cash. Contractor will submit invoices monthly that include an
accounting of hours spent. Travel and subsistence expenses will be billed
monthly at actual cost, supported by receipts. Services and reimbursable
expenses are due when billed. Amounts unpaid after 90 days will incur a penalty
of 10% plus interest calculated from the date of the xxxx at the highest legal
rate.
Additionally, to compensate Contractor, Client shall issue options commensurate
with other senior executives with vesting ratably through the termination date
of this agreement. In considering the commensurate number of options, Client may
take into account the accelerated vesting schedule and reduce the number of
options accordingly.
Contractor expects the total number of days worked each month to be
approximately 1/2 of a full time schedule.
5. Terms of Payment
Contractor will submit travel and subsistence and services invoices monthly.
Client shall pay Contractor within 10 business days from the date of
Contractor's invoice.
6. Late Fees
Late payments by Client shall be subject to late penalty fees as outlined in
section 4.
Attachment 1 -- Page 1
7. Limited Liability
This provision allocates the risks under this Agreement between Contractor and
Client. Contractor's pricing reflects the allocation of risk and limitation of
liability specified below.
Contractor's total liability to Client under this Agreement for damages, costs
and expenses shall not exceed the compensation received by Contractor under this
Agreement. However, Contractor shall remain liable for bodily injury or personal
property damage resulting from grossly negligent or willful actions of
Contractor, or Contractor's employees or agents, while on Client's premises to
the extent such actions or omissions were not caused by Client.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT
OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE
POSSIBILITY OF SUCH DAMAGES.
Client agrees to indemnify Contractor for all actions other than those caused by
Xx. Xxxxxxx'x willful action or gross negligence that may be brought against
Contractor by a third party as a result of this engagement, including attorneys'
fees and court and other costs incurred by Contractor to defend against such
actions. In addition, Contractor will be entitled to compensation for any time
and expenses (including, without limitation, reasonable legal fees and expenses)
that it may incur in considering or responding to discovery requests or other
requests for documents or information, or in participating as a witness or
otherwise in any legal, regulatory, or other proceedings as a result of Xx.
Xxxxxxx'x performance of these services. Such indemnification will include the
same type of indemnity given to other officers by the Client, including coverage
of Xx. Xxxxxxx under any D&O insurance policy.
8. Equipment and Supplies
Contractor, at Contractor's expense, will provide all equipment, tools, and
supplies necessary to perform the contractual services, except for the
following, which will be provided by Client:
Suitable workspace, access to company network and email and normal business
supplies.
9. Expenses
Contractor will be responsible for all expenses required for the performance of
the contractual services, except for the following, which will be paid for by
Client:
Airfare
Hotel
Meals
Transportation - rental car.
Airport transfers and/or parking
Contractor shall submit an itemized statement of these expenses. Client shall
pay Contractor as outlined in Section 4. All expenses shall be approved by the
company.
10. Terminating the Agreement
This agreement will become effective when signed by both parties and will
terminate on the earlier of the date Contractor completes the services required
by this Agreement or the date a party terminates the Agreement as provided
below.
With reasonable cause, either party may terminate this Agreement effective
immediately by giving written notice of termination for cause. Reasonable cause
includes:
o A material violation of this Agreement, or
o Client's failure to pay Contractor's fees as provided in this
agreement, where Contractor has demanded payment, in writing, and has
not received payment at least 20 days after the date that such demand
was sent to Client.
In addition, either party may terminate this Agreement at any time by giving 30
days written notice of termination.
Attachment 1 -- Page 2
Contractor shall be entitled to full payment for services performed prior to the
date this Agreement is terminated.
11. Releases - Not Applicable
12. Independent Contractor Status
The parties intend Contractor to be an independent contractor in the performance
of the services. Contractor and Client agree to the following rights consistent
with an independent contractor relationship.
o Contractor will have the right to control and determine the methods and
means of performing the contractual services.
o Contractor has the right to perform services for others during the term
of this Agreement.
o Contractor has the right to hire assistants as subcontractors, or to
use employees to provide the services required by this Agreement.
o Client shall not require Contractor or Contractor's employees or
subcontractors to devote full time to performing the services required
by this Agreement.
o Neither Contractor nor Contractor's employees or subcontractors are
eligible to participate in any employee pension, health, vacation pay,
sick pay or other fringe benefit plan of Client.
13. State and Federal Taxes Client will not:
(a) withhold Social Security and Medicare taxes from Contractor's payments
or make such tax payments on Contractor's behalf, or
(b) withhold state or federal income tax from Contractor's payments or make
state or federal unemployment contributions on Contractor's behalf.
Contractor will pay all applicable taxes related to the performance of services
under this contract. This includes income, Social Security, Medicare and
self-employment taxes. Contractor will also pay any unemployment contributions
related to the performance of services under this contract.
If Contractor is required to pay any federal, state or local sales, use,
property or value added taxes based on the services provided under this
Agreement, the taxes shall be separately billed to Client. Client shall be
responsible for paying any interest or penalties incurred due to late payment or
nonpayment of any taxes by Client.
14. Disputes
If a dispute arises, the parties will try in good faith to settle it through
mediation conducted by a mediator to be mutually selected.
The parties will share the costs of the mediator equally. Each party will
cooperate fully and fairly with the mediator and will attempt to reach a
mutually satisfactory compromise to the dispute. If the dispute is not resolved
within 30 days after it is referred to the mediator, it will be arbitrated by an
arbitrator to be mutually selected.
Judgment on the arbitration award may be entered in any court that has
jurisdiction over the matter. Costs of arbitration, including lawyers' fees,
will be allocated by the arbitrator.
15. No Partnership
This Agreement does not create a partnership relationship. Neither party has
authority to enter into contracts on the other's behalf. Xx. Xxxxxxx in his
capacity as Chief Financial Officer may enter into contracts for the Client in
accordance with guidelines set forth.
Attachment 1 -- Page 3
16. Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any
and all oral agreements between the parties, as well as any prior writings.
17. Successors and Assignees
This agreement binds and benefits the heirs, successors and assignees of the
parties.
18. Notices
All notices must be in writing. A notice may be delivered to a party at the
address that follows a party's signature or to a new address that a party
designates in writing. A notice may be delivered:
o in person
o by certified mail, or
o by overnight courier.
19. Governing Law
This agreement will be governed by and construed in accordance with the laws of
the state of Utah.
20. Counterparts
This agreement may be signed by the parties in different counterparts and the
signature pages combined will create a document binding on all parties.
21. Modification
This agreement may be modified only in a writing signed by all the parties.
22. Waiver
If one party waives any term or provision of this agreement at any time, that
waiver will be effective only for the specific instance and specific purpose for
which the waiver was given. If either party fails to exercise or delays
exercising any of its rights or remedies under this agreement, that party
retains the right to enforce that term or provision at a later time.
23. Severability
If any court determines that any provision of this agreement is invalid or
unenforceable, any invalidity or unenforceability will affect only that
provision and will not make any other provision of this agreement invalid or
unenforceable and such provision shall be modified, amended or limited only to
the extent necessary to render it valid and enforceable.
Attachment 1 -- Page 4
Signature Page
CLIENT
FreeHand Systems, Inc.,
a Nevada corporation
00 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Dated: March 31, 2007
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Xxxx Xxxxxxxx
Senior Vice President
CONTRACTOR
Lami Park LLC,
a Utah limited liability company
0000 Xxxxxx Xxxxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Taxpayer ID: 00-0000000
Dated: March 31, 2007
By: /s/ Xxx X. Xxxxxxx
----------------------------
Xxx X. Xxxxxxx
Manager
Attachment 1 -- Page 5
