SUPPORT SERVICES AGREEMENT
Support Services Agreement
(this "Agreement") dated as of June 24, 2010 (the "Effective Date") between
Cardiff Partners, LLC, a California limited liability company ("CP") and
Axiologix Education Corp., a Nevada Corporation, (“AXLX”).
WHEREAS, AXLX wishes to engage
CP to provide the Services (as defined below) on the terms and conditions set
forth herein and CP wishes to be so retained;
NOW THEREFORE, in
consideration of the premises and of the mutual covenants, conditions and
agreements contained herein, the parties agree as follows:
ARTICLE
ONE
SERVICES
1.1 Management
Services. AXLX hereby
engages CP to perform the Management Services set forth in Schedule 1 hereto for
the benefit of AXLX, and CP agrees to perform such Management Services, on the
terms and conditions set forth herein.
1.2 Other
Services. AXLX may, from
time to time, engage CP to perform other services for the benefit of AXLX
(“Other Services”). The scope of, the applicable fee for, and
any additional terms and conditions relating to any such other services shall be
reflected in a Services Addendum to this Agreement in the form of Exhibit A
hereto.
1.3 Reporting. AXLX
shall have the right to request written reports at any time during the term of
this Agreement, which shall be furnished within ten (10) days after such
request, describing the progress, status of, and other matters pertaining to the
Management Services and any Other Services provided pursuant to Section 1.2
(collectively, the “Services”) as AXLX shall request. AXLX may freely utilize
all such information arising out of the performance of the Services under this
Agreement in any manner desired.
ARTICLE
TWO
COMPENSATION
2.1 Compensation.
(a)
Management
Services. For each month during the term of this Agreement,
AXLX will pay to CP a fee in respect of the Management Services (the “MS Fee”)
equal to $8,000 in cash. The MS Fee will be due and
payable on the first business day of such month and is
non-refundable. Additionally, CP shall have the right to
participate with AXLX’s other executive officers in any executive stock option
plan / restricted stock plan adopted by AXLX. Upon execution of this
agreement, CP or its assignees will be issued common stock equivalent to 5% of
the total fully diluted shares outstanding as a retainer.
(b) Other
Services. IF AXLX has engaged to perform any Other Services,
AXLX will pay to CP the fee specified for such Other Services in the applicable
Services Addendum (the “Other Services Fee”). Unless otherwise
specified in the applicable Services Addendum, the Other Services Fee will be
due and payable in cash within seven (7) days following AXLX’s receipt of CP’s
invoice therefore.
2.2 Reimbursement. AXLX will
reimburse CP for any and all reasonable expenses incurred by CP in
connection with CP's performance of the Management Services and any Other
Services; provided,
however, that any such expenses must be pre-approved by AXLX and
otherwise adhere to control procedures implemented by AXLX. All requests for
reimbursement for expenses must be accompanied by documentation in form and
detail satisfactory to AXLX. AXLX will reimburse CP for expenses
incurred in compliance with this Section 2.2 within seven (7) days following
AXLX’s receipt of CP’s invoice therefore.
ARTICLE
THREE
REPRESENTATIONS,
WARRANTIES AND COVENANTS
3.1 Representations
and Warranties. Each party
represents and warrants to the other that:
(a) It
has not entered into any agreement, whether written or oral, in conflict with
this Agreement; and
(b) It
has the full power and authority to enter into this Agreement.
3.2 CP’s
Covenants. CP:
(a) shall
act as an independent contractor with no authority to obligate AXLX by contract
or otherwise;
(b) shall
exercise only such powers and perform such duties as may from time to time be
vested in CP or assigned to CP by AXLX;
(c) shall
devote such time and effort as is reasonably necessary to provide the
Services;
(d) shall
comply with all applicable laws in the performance including all applicable
securities laws and regulations of the Services; and
(e) shall
not assign or subcontract performance of this Agreement or any of the Services
to any person, firm, company or organization without AXLX’s prior written
consent.
ARTICLE
FOUR
CONFIDENTIAL
INFORMATION
4.1 Confidentiality. CP shall, during
the term of this Agreement and for a period of five years thereafter, keep all
AXLX Confidential Information confidential and use such information only for the
purposes expressly set forth herein. AXLX Confidential Information
shall mean all information concerning AXLX or its current or planned business,
which is disclosed to CP by AXLX or which results from, or in connection with,
any Services performed pursuant to this Agreement.
4.2 Access. CP agrees to
limit the access to AXLX Confidential Information to only those persons under
CP's direct control who, with AXLX’s knowledge and consent, are responsible for
performing the Services set forth in Article One.
4.3 Authorized
Disclosure. CP shall have no obligation of confidentiality and
non-use with respect to any portion of AXLX Confidential Information which (i)
is or later becomes generally available to the public by use, publication or the
like, through no act or omission of CP; (ii) is obtained from a third party who
had the legal right to disclose the information to CP; or (iii) CP already
possesses as evidenced by CP’s written records predating receipt thereof from
AXLX.
4.4 Return of
Information. Upon the
termination of this Agreement, CP will promptly return to AXLX all materials,
records, documents, and other AXLX Confidential Information in tangible
form. CP shall retain no copies except as required by law of such
materials and information and, if requested by AXLX, will delete all AXLX
Confidential Information stored in any magnetic or optical disc or
memory.
4.5 Third
Party Information. CP shall not, in connection with the
Services to be performed under this Agreement, disclose to AXLX any information,
which is confidential or proprietary to CP, or any third party.
ARTICLE
FIVE
INDEMNITY;
LIMITATION OF LIABILITY
5.1 Indemnity.
(a) AXLX
will indemnify and hold harmless CP against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (and any and all actions, suits, proceedings and investigations in
respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation, the costs, expenses and
disbursements, reasonably incurred, as and when incurred, of investigating,
preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which CP is a party), directly
or indirectly, caused by, relating to, based upon, arising out of, or in
connection with this Agreement or CP's performance hereunder, except to the
extent primarily caused by the gross negligence or willful misconduct of
CP.
(b) The
indemnification provisions shall be in addition to any liability which AXLX may
otherwise have to CP or the persons indemnified below in this sentence and shall
extend to the following: CP, its affiliated entities, members, employees, legal
counsel, agents and controlling persons (within the meaning of the federal
securities laws) of any of them. All references to CP in this Article Five shall
be understood to include any and all of the foregoing.
5.2 Limitation
of Liability. CP shall not have any liability (whether direct
or indirect, in contract or tort or otherwise) to AXLX for or in connection with
this Agreement or CP’s performance hereunder, except to the extent that any such
liability is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) to have resulted primarily from CP's gross negligence
or willful misconduct. In no case shall CP’s liability (whether
direct or indirect, in contract or tort or otherwise) to AXLX for or in
connection with this letter agreement or CP’s performance hereunder exceed the
aggregate fees paid by AXLX to CP hereunder.
ARTICLE
SIX
TERM
AND TERMINATION
6.1 Term. The initial term of this
Agreement shall be for a period of twelve (12) months from the Effective Date
(the “Initial Term”). After the Initial Term, the term of this
Agreement will automatically be extended for additional successive twelve month
periods unless either party provides written notice to the other party of its
intent not to so extend the term at least 30 days before the expiration of the
then current term. Upon each annual renewal the MS Fee shall be
increased by five percent.
6.2 Termination. (a) This
Agreement may be terminated by either party upon the breach of a material term
hereof by the other party, which breach remains uncured for 30 days after the
date that the non-breaching party has served written notice on the other party,
which notice will set forth the basis of such breach and the non-breaching
party's intent to terminate the Agreement.
6.3 Effect of
Termination. Upon the
expiration or termination of this Agreement, each party shall be released from
all obligations and liabilities hereunder except those arising under Articles
Four, Five and Eight; provided that, following such termination, CP shall be
entitled to receive all amounts payable by AXLX to CP through the date of
expiration or termination of this Agreement.
ARTICLE
SEVEN
MISCELLANEOUS
7.1 Relationship
of the Parties.
(a) AXLX
is a sophisticated business enterprise that has retained CP for the limited
purposes set forth in this letter agreement, and the parties acknowledge and
agree that their respective rights and obligations are contractual in nature.
AXLX recognizes that the relationship contemplated hereby is not an exclusive
relationship for CP or any of its personnel. Each party disclaims an
intention to impose fiduciary obligations on the other by virtue of the
engagement contemplated by this Agreement.
(b) The
Services do not include requiring CP to engage in any activities for which an
investment advisor's registration or license is required under the U.S.
Investment Advisors Act of 1940, or under any other applicable federal or state
law; or for which a "broker's" or "dealer's" registration or license is required
under the U.S. Securities Exchange Act of 1934, or under any other applicable
federal or state law. CP's work on this engagement shall not
constitute the rendering of legal advice, or the providing of legal services, to
AXLX. Accordingly, CP shall not express any legal opinions with
respect to any matters affecting AXLX.
7.2 Waiver. None of the terms of this
Agreement may be waived except by an express agreement in writing signed by the
party against whom enforcement of such waiver is sought. The failure
or delay of either party in enforcing any of its rights under this Agreement
shall not be deemed a continuing waiver of such right.
7.3 Entire
Agreement.
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings among the parties (whether written or oral) relating to said
subject matter.
7.4 Amendments. This Agreement
may not be released, discharged, amended or modified in any manner except by an
instrument in writing signed by a duly authorized officer of AXLX and
CP.
7.5 Assignment. AXLX has
specifically contracted for the Services of CP and, therefore, CP may not assign
or delegate CP's obligations under this Agreement, either in whole or in part,
without the prior written consent of AXLX.
7.6 Severability. If any provision
of this Agreement is, becomes, or is deemed invalid, illegal or unenforceable in
any jurisdiction, such provision shall be deemed amended to conform to the
applicable laws so as to be valid and enforceable, or, if it cannot be so
amended without materially altering the intention of the parties hereto, it
shall be stricken and the remainder of this Agreement shall remain in full force
and effect.
7.7 Headings. Article and Section
headings contained in the Agreement are included for convenience only and are
not to be used in construing or interpreting this Agreement.
7.8 Notices. All notices
provided for in this Agreement shall be in writing and shall be deemed effective
when either served by personal delivery or sent by express, registered or
certified mail, postage prepaid, return receipt requested, to the other party at
the corresponding mailing address set forth below or at such other address as
such other party may hereafter designate by written notice in the manner
aforesaid.
7.9 Force
Majeure. CP shall be
excused for failure to provide the Services hereunder to the extent that such
failure is directly or indirectly caused by an occurrence commonly known as
force majeure, including, without limitation, delays arising out of acts of God,
acts or orders of a government, agency or instrumentality thereof (whether of
fact or law), acts of public enemy, riots, embargoes, strikes or other concerted
acts of workers (whether of CP or other persons), casualties or accidents,
delivery of materials, transportation or shortage of cars, trucks, fuel, power,
labor or materials or any other causes, circumstances or contingencies that are
beyond the control of CP; provided, however,
that CP shall use its best efforts to resume provision of the Services as soon
as possible. Notwithstanding any events operating to excuse performance by CP,
this Agreement shall continue in full force for the remainder of its term and
any renewals thereof.
7.10 Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be an
original and all of which together shall constitute one and the same document,
binding on all parties notwithstanding that each of the parties may have signed
different counterparts.
7.11 Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California and the parties to this
Agreement hereby submit to the exclusive jurisdiction of the courts, both state
and federal, in the County of Orange, State of California.
IN WITNESS WHEREOF, the
parties have entered into this Agreement on the date first above
written.
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CARDIFF
PARTNERS, LLC,
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a
California limited liability company
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a
Nevada Corporation
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By:
Xxxxx Xxxxx
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By:
Xxxx X. Xxxxxx
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Title:
Managing Member
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Title:
Chief Executive Officer
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Address:
00000 Xxxxxx Xxxxx Xx #000
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000
Xxxxxxxxxxx Xx. Xxxxx 000X
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Xxx
Xxxx Xxxxxxxxxx, XX 00000
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Egg
Xxxxxx Xxxxxxxx, XX 00000
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Schedule
1
Management
Services
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Make
available an individual acceptable to AXLX in its sole discretion to serve
as Principal Financial Executive of
AXLX.
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Perform
all principal accounting and financial executive
duties.
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Direct
all finance, accounting and treasury functions including SEC filings,
audits, cash forecasting, cash management, operational budgeting,
month-end closing, and ensure accuracy and compliance in
accounting/financial reporting.
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Analyze
financial and operating information for management to facilitate
decision-making and provide input for corrective action, where
applicable.
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Forecast
and monitor financial information against goals and operating
strategy.
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Manage/oversee
relationships with independent auditors, banks and investment banking
community.
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Handle
financial negotiations with other third party
relationships.
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Prepare
quarterly updates to the financial
forecast.
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Support
and evaluate all corporate capital formation activities including debt,
equity, and debt issuance
transactions.
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Attachment
A
Services
Addendum
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Scope
of Other Services:
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Other
Services Fee:
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Other
Terms and Conditions:
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Acknowledged
and agreed by:
By:
______________________
Date:
CARDIFF
PARTNERS, LLC
By:
______________________
Date:
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