EXHIBIT 10.21
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement"), dated November 2.2005 (the
"Effective Date"), is entered into by and between SEARCHHELP, INC. Delaware
corporation (the "Company"), AmberAlertAgent Development Company, LLC, a
California limited liability company ("Consultant") and Xxxx Xxxxxxx, Xxxxx
Xxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxx Xxxxxx and Xxxxxxx X. Xxxxxxxxx
("Principals") as to Section 6(g) of this Agreement only.
WITNESSETH:
WHEREAS, the Company desires to retain Consultant on an exclusive basis as
provided in this Agreement and Consultant desires to be so retained;
WHEREAS, the Company shall grant Consultant, as a consultant of the
Company, access to confidential information with respect to the Company and its
affiliates; and
WHEREAS, the members of the Consultant have entered into an Escrow
Agreement of even date with the Company whereby such members have deposited an
aggregate of 1,500,000 shares of common stock of the Company with the escrow
agent (the "Escrowed Shares").
NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS that for and in
consideration of the mutual covenants and agreements contained in this Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agree as follows:
1. Retention. The Company hereby retains Consultant on an exclusive basis,
and Consultant hereby accepts such retention, upon the terms and conditions set
forth in this Agreement.
2. Duties; Standard of Care; Authority.
(a) Duties. Consultant shall provide the services as set forth on Exhibit
A hereto (the "Services"). Consultant shall dedicate sufficient time for the
performance of the Services. Notwithstanding any of the foregoing, Consultant
shall not have any authority to bind the Company or otherwise commit the Company
contractually. Consultant may use the services of any employees or other third
parties in performing the Services; provided that such employees or third
parties agree in writing to the terms and conditions of Sections 6 and 7 of this
Agreement.
(b) Standard of Care. Consultant shall provide his services under this
Agreement in a good and workmanlike manner, giving advice and making
recommendations that are in accordance with all applicable laws and regulations
using the same degree of care, skill and prudence that would be customarily
exercised for his own account, in a manner he reasonably believes to be in the
best interest of the Company as an independent company hiring consulting
services to assist it to achieve its objectives.
(c) Authority. The Company shall retain the ultimate authority and
responsibility over the overall policy, operation and assets of the Company,
including but not limited to the sole authority to manage and supervise all
operations of the Company.
3. Term and Termination.
(a) The Company may terminate this Agreement for Cause (as hereinafter
defined) by giving Consultant thirty (30) days prior written notice of its
intent to so terminate. Consultant shall have an opportunity during such thirty
(30) day period to cure the condition representing the Cause for termination as
identified in the above-referenced notice of termination if such condition is
amenable to cure. If Consultant fails to cure such condition during the thirty
(30) day cure period, this Agreement shall immediately terminate and be of no
further force and effect except for obligations under Sections 6 and 7 below.
Upon such termination, except for obligations under Sections 6 and 7 below, the
parties shall have no further obligation to each othe, other than the Company's
obligation to pay the Fee compensation earned as of the date of termination. For
purposes of this Section 3(a), "Cause" shall be defined as any of the following:
(i) a material breach of a covenant, representation or warranty under this
Agreement;
(ii) commission of a criminal act or an act of fraud or malfeasance, any
of such acts of which damages the Company; or
(iii) failure to provide the Services as set forth in Exhibit A.
In the event that the Company terminates this Agreement without cause, or fails
to pay the Consulting Fee set forth in Exhibit B within thirty (30) days of the
due date,, Consultant will be entitled to all of the Fees set forth in Exhibit B
hereto and the release of the Escrowed Shares pursuant to Section 4.3(a) of the
Escrow Agreement of even date.
(b) Consultant may terminate this Agreement by giving the Company at least
fourteen (14) days prior written notice. Upon such termination, except for
obligations under Sections 6 and 7 below, the parties shall have no further
obligation to each other, other than the Company's obligation to pay the Fees
earned as of the date of termination and the release of the Escrowed Shares (but
only if the Services set forth in subpart (a) of Exhibit A have been completed).
(c) Unless earlier terminated in accordance with the terms set forth
hereinabove, this Agreement shall terminate upon the earlier of (i) thirty six
(36) months after the Effective Date hereof, or (ii) upon completion of the
Services as set forth in Exhibit A hereto (the "Term"), except for obligations
under Sections 6 and 7 below (the "Termination Date").
4. Compensation. As compensation for the services rendered under this
Agreement, Consultant shall be entitled to receive the following:
(a) Fees. During the term of this Agreement, Consultant shall receive fees
which are payable as set forth on Exhibit B hereto (the "Fees"). Unless an
additional agreement is entered into by the parties hereto, Consultant will not
charge, nor be entitled to any further compensation for the Services.
(b) Expenses. During the term of this Agreement, Consultant shall be
entitled to reimbursement from the Company for reasonable and necessary
out-of-pocket travel and other expenses incurred by Consultant in rendering
services under this Agreement, in accordance with the
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Company's standard reimbursement procedures, provided that Consultant must
obtain prior written consent from the Company to incur such expenses.
The compensation set forth in this Section 4 will be the sole compensation
payable to Consultant for consulting services and no additional compensation or
fee will be payable by the Company to Consultant by reason of any benefit gained
by the Company directly or indirectly through Consultant's consulting efforts
under this Agreement, nor shall the Company be liable in any way for any
additional compensation or fee for consulting services unless the Company shall
have expressly agreed thereto in writing.
5. Independent Contractor Status. The Company and Consultant agree that
Consultant is an independent contractor under this Agreement and shall in no way
be considered to be an agent, affiliate, partner or joint venturer of the
Company. Consultant shall only consult and render advice and shall not undertake
to commit the Company to any course of action in relation to third persons,
except as requested by the Company. Consultant shall be liable for any and all
federal, state, and local employment taxes, social security and unemployment
compensation taxes, worker's compensation payments and any other taxes arising
out of his performance of this Agreement and shall furnish evidence of such
compliance or an applicable waiver of requirements to the Company upon request.
6. Confidentiality. As used in this Agreement, the term "Confidential
Information" means all confidential and proprietary information related to the
business, products, or sales of the Company or any of its subsidiaries or
divisions, and its affiliates and customers. including without limitation any
inventions, discoveries, works in progress, trade secrets, reports,
investigations, experiments, research, know-how, techniques, processes, manuals,
codes, software, computer applications and programs, disks, tapes, data sheets,
files, records, documents, drawings, sketches, designs, plans, proposals,
marketing and sales programs, customer lists, customer mailing lists, supplier
lists, financial projections, cost summaries, pricing and other formulas and all
information derived from or related thereto as well as all other concepts,
ideas, materials, or information prepared or performed for or by the Company and
its affiliates and customers. All such information shall be Confidential
Information whether furnished to Consultant by the Company or its affiliates or
customers or whether made, conceived, developed, prepared, or acquired by
Consultant alone or in conjunction with others prior to or during the Term of
this Agreement or at any other point during which Consultant rendered services
to the Company. Confidential Information shall not include information which is
or becomes publicly published in any written documents or otherwise becomes a
part of the public domain through no act of Consultant.
(a) Disclosure. Consultant recognizes and acknowledges that he has had,
and during the term of his retention under this Agreement he will have, access
to Confidential Information and that such information constitutes a valuable
asset unique to the Company and its affiliates. Consultant recognizes and
acknowledges that the Company and its affiliates are entitled to prevent the
disclosure of Confidential Information and that any such disclosure will result
in irreparable injury and damage to the Company or its affiliates and constitute
a breach of this Agreement. Consultant agrees to hold in strict confidence and
not to use or disclose any Confidential Information for or to any person, firm,
corporation, association, or entity either during the term of this Agreement or
for a period of one (1) year following its termination for any reason, except as
authorized by the Company or as is necessary for the performance of duties
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under this Agreement but only after having received written consent from the
Company which consent shall be limited to the specific Confidential Information
described therein. Consultant shall take such protective measures as are
reasonably necessary to preserve the confidentiality of such Confidential
Information and shall exercise his best efforts to prevent any unauthorized
parties from gaining access thereto.
(b) Proprietary Interests. Consultant understands and agrees that any
Confidential Information is and shall remain the sole and exclusive property of
the Company and is subject to the obligations of confidentiality and non-use set
forth herein. Consultant agrees that ownership of all originals and copies of
any Confidential Information vests in the Company from the time of its creation,
together with all copyright and other intangible rights in works embodied
therein, Consultant shall promptly report the making of all Confidential
Information to the Company; and Consultant agrees to execute any and all
documents necessary to vest or protect the Company's interests in said
Confidential Information, including but not limited to the execution of written
assignments thereof to the Company. Consultant agrees to assist the Company, at
its expense, in making and prosecuting any and all patent, trademark, or
copyright applications relating to any Confidential Information. Consultant
agrees that any Confidential Information shall be promptly delivered to the
Company upon its request or upon the termination of this Agreement for any
reason, together with any and all copies or reproductions thereof.
(c) Confidential Information of Others. Consultant shall not, at any time
during the Term, improperly use or disclose any proprietary information or trade
secrets of any other person or entity and Consultant shall not bring onto the
premises of the Company any unpublished document or proprietary information
belonging to any such person or entity unless consented to in writing by such
person or entity.
(d) License. Nothing contained in this Agreement shall he construed as a
grant of any right or license or an offer to grant any rights or licenses with
respect to such Confidential Information. or any portion thereof, except as
expressly set forth herein.
(e) Return of Materials at Termination. Upon the termination of
Consultant's retention with the Company for any reason whatsoever, Consultant
will promptly deliver to the Company all data, documents and other information
pertaining to Confidential Information. Consultant shall not take any data,
documents, or other information or any reproduction or excerpt thereof which
contains or pertains to any Confidential Information. Consultant shall execute
such documents as the Company reasonably shall require confirming the return of
all such materials.
(f) Associations with Co-Workers. Consultant agrees that during his
retention and for the one (1) year following the termination of this Agreement
for any reason, he will not, either directly or indirectly or by acting in
concert with others, employ or solicit or attempt to employ or solicit for any
employment any of the Company's employees. Consultant will not, either directly
or indirectly or by acting in concert with others, seek to induce or influence
any employee to leave the Company's employment.
(g) Non-Competition Agreement.
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(i) Consultant and Principals agree that on the termination of this
Agreement for any reason whatsoever, he will not for a period of thirty-six (36)
months from and after the Effective date of this Agreement (the "Non-Compete
Term") engage in any business whether as an employee, principal, owner, manager,
director, consultant or otherwise, either directly or indirectly, alone or in
conjunction with any person, firm or corporation, related to the Software to he
developed in subpart (a) of Exhibit A to this Agreement, anywhere in the world.
As separate consideration for this non-competition provision, Company shall pay
to Consultant at the commencement of the Non-Compete Term the consideration
specified in Exhibit A hereto (the `Non-Competition Consideration").
(ii) Consultant further agrees that during the Non-Compete Term, he will
not, either directly or indirectly, alone or in conjunction with any person,
firm or corporation, contact or solicit for any business purpose whatsoever any
customer of Company.
(iii) Consultant's non-competition and secrecy obligations hereunder shall
not preclude Consultant from owning less than five percent (5%) of the common
stock of any publicly traded corporation conducting business activities similar
to those of the Company. If at any time the provisions of this Section 6(g) are
determined to be invalid or unenforceable by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 6(g) shall
be considered divisible and shall be immediately amended so that the
non-competition obligations pertain only such area, duration and scope of
activity as shall be determined to be reasonable and enforceable by the court or
other body having jurisdiction over the matter, and Consultant agrees that this
Section 6(g) as so amended shall be valid and binding as though any invalid or
unenforceable provision had not been included herein and the amended provisions
had been so included.
(iv) Consultant agrees that in the event he breaches the provisions of
this Section 6(g), Company shall be entitled to obtain a restraining order
and/or injunction restraining and enjoining Consultant from competing against
the Company or forming relationships, directly or indirectly, with similar
business or companies.
7. Inventions.
(a) Disclosure to Company. Consultant agrees to promptly disclose to the
Company any and all inventions, original works of authorship, software,
discoveries, improvements, developments, concepts, trade secrets, ideas,
formulas, trademarks, compositions, code, designs, programs, techniques,
processes, improvements and know-how, whether or not reduced to writing or
practice and whether or not patentable or registerable under copyright or
similar laws, conceived or developed or reduced to practice as described in
subpart (a) of Exhibit A to this Agreement by Consultant during the Term, either
alone or jointly in conjunction with others, which relate, to any extent, to or
result from the actual or anticipated business, work, research or investigations
of the Company or which result, to any extent, from the use of the Company's
premises or property (the work being hereinafter collectively referred to as the
"Intellectual Property").
(b) Proprietary Interest in Intellectual Property. Consultant acknowledges
and agrees that all Intellectual Property shall be the sole and exclusive
property of the Company or any other entity designated by it and Consultant
hereby transfers and assigns to the Company its entire right and interest in and
to such Intellectual Property. Consultant further agrees, as to all
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Intellectual Property, to assist the Company, at the Company's expense, to
obtain and from time to time to enforce patents and copyrights on the
Intellectual Property in any and all countries during the term of this
Agreement. To that end, by way of illustration but not limitation, Consultant
will testify in any suit or other proceeding involving any of the Intellectual
Property, execute all documents which the Company reasonably determines to be
necessary or convenient for use in applying for and obtaining patents and
copyrights on Intellectual Property and enforcing same, and execute all
necessary assignments of Intellectual Property to the Company or persons
designated by it. Consultant's obligation to assist the Company in obtaining and
enforcing patents and copyrights for the Intellectual Property shall continue
beyond the termination of its retention but the Company shall compensate
Consultant at a reasonable rate after such termination for the time actually
spent by Consultant, at the Company's request, on such assistance and the
Company's requests for assistance shall be reasonable in light of Consultant's
then existing business commitments. Consultant hereby irrevocably appoints the
Company and its duly authorized officers and agents as Consultant's agent and
attorney-in-fact to act for and on behalf of Consultant in filing all patent and
copyright applications, amendments, renewals, and all other appropriate
documents in any tray related to Intellectual Property. The Company will
promptly notify Consultant following any such filing, provided that the Company
will not be obligated to make such notification if, as a result, the Company
would be deemed in violation of any agreement or order to which it is subject or
bound.
(c) Work Made For Hire. Consultant acknowledges that any copyrightable
contributions made by Consultant to the Intellectual Property were prepared by
the Consultant within the scope of its engagement by the Company within the
meaning of 17 U.S.C. ss. 101. In no way limiting the foregoing, Consultant
agrees that portions of the Intellectual Property developed by Consultant for
the Company constitute contributions to one or more collective works and that
the Consultant and the Company agree for purposes of 17 U.S,C. ss. 101 that such
portions constitute works made for hire.
(d) No Obligation to Market. The decision whether or not to commercialize
or market any invention developed by Consultant solely or jointly with others is
within the Company's sole discretion and for the Company's sole benefit and,
except as set forth in this Agreement, Consultant agrees that no royalty will be
due to him as a result of the Company's efforts to commercialize or market any
such invention.
8. Miscellaneous.
(a) Remedies Upon Breach By Consultant. The Company shall be
entitled, if it so elects, to institute and prosecute proceedings in any court
of competent jurisdiction, either in law or in equity, to enjoin Consultant from
violating any of the terms of this Agreement, to enforce the specific
performance by Consultant of any of the terms of this Agreement, and to obtain
damages, or any of such remedies, including, without limitation, the return of
all compensation and consideration given to Consultant hereunder, and nothing
contained in this Agreement shall be construed to prevent such remedy or
combination of remedies as the Company may elect to invoke. Consultant
acknowledges that the injury that would be suffered by the Company as a result
of a breach of the provisions of this Agreement (including any provision of
Sections 6 and 7) would be irreparable and that an award of monetary damages to
the Company for such a breach would be an inadequate remedy. Consequently. the
Company will have the right, in addition to any other rights it may have, to
obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any provision of this
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Agreement. Consultant recognizes and agrees that the enforcement of this
Agreement is necessary to ensure the preservation and continuity of the business
and goodwill of the Company and its affiliates.
(b) Remedies Upon Breach by The Company. In the event of any breach of
this Agreement by the Company, Consultant shall be entitled, if he so elects, to
institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to enjoin the Company from violating any of the
terms of this Agreement and to obtain damage, or any of such remedies, but
nothing contained in this Agreement shall be construed to prevent such remedy or
combination of remedies as Consultant may elect to invoke. Notwithstanding the
foregoing, in the event that the Company fails to pay the Consulting Fee owing
to Consultant hereunder, Consultant shall give the Company fourteen (14) days
written notice of such failure to pay. In the event the Company has not paid
Consultant such amounts owing as Consulting Fee by the expiration of such
fourteen (14) day period, Consultant shall he entitled to terminate this
Agreement, and Consultant shall no longer be bound by his obligations to the
Company under Sections 6(f) or 6(g) hereof; provided, however; that should
Consultant prevail in a suit against the Company for amounts owing as Consulting
Fee hereunder, any amounts awarded to Consultant in such suit shall be offset by
such amounts (in cash, cash-equivalent or property) as Consultant receives. The
other provisions of Section 6 and Section 7 shall remain in full force and
effect following termination under this Section 8(b).
(c) Attorneys' Fees. In the event of any litigation concerning any
controversy, claim, or dispute between the parties to this Agreement which
arises out of or relates to this Agreement or the breach or interpretation
hereof, the prevailing party shall be entitled to recover from the losing party
reasonable expenses, attorneys' fees, and costs incurred in the litigation or in
the enforcement or collection of any judgment or award rendered therein. The
term "prevailing party" means the party determined by the court to have most
nearly prevailed, even if such party did not prevail in all matters, and not
necessarily the party in whose favor a judgment is rendered. In the event any
party defaults under this Agreement, such defaulting party shall pay all the
expenses, attorneys' fees, and costs incurred by the other party in connection
with such default, whether or not any litigation is commenced.
(d) Other Obligations. Consultant represents and warrants that he has not,
as of the execution of this Agreement, assumed any obligations inconsistent with
those contained herein,
(e) Notices. All notices, requests, demands, payments, and other
communications made pursuant to this Agreement shall be in writing and shall be
deemed properly given if hand delivered, if sent by mail, telegraph, or
overnight courier service, or if transmitted by telecopy or similar service to
the parties hereto either at the address set forth below for such person or at
such other address as such person may from time to time specify by written
notice pursuant to this Section 8(e). Any such notice shall be deemed to have
been delivered on the date of delivery if hand delivered, upon confirmation if
transmitted by telecopy or similar service, or as of three days after depositing
such notice with the United States postal service if sent by mail or if
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delivered to an overnight courier service and shall be delivered with postage
prepaid, return receipt requested, and properly addressed as follows:
If to the Company: SEARCHHELP, INC.
Attn: Xxxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxx, XX 00000
Fax: 000-000-0000
Email: xxxxxxxxx@xxxxxxxxxx.xxx
With copy to: Xxxxx X. Xxxxxxx. Esq.
Xxxxxxx Savage, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Consultant: Xxxx Xxxxxxx
0000 Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Fax: 000-000-0000
Email: xxxxx00@xxxxxxx.xxx
With copy to: Xxxxxxxxx Law Group PC
10085 Xxxxxxx Canyon Road,. Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X Xxxxxxxxx, Esq.
Fax: 000-000-0000
Email: xxxx@xxxxxxxxxxxxxxxxx.xxx
(f) Binding Agreement; Assignment. This Agreement and the rights and
obligations hereunder shall be binding upon and inure to the benefit of the
Company and its successors and assigns, and to Consultant's heirs. The Company
shall have the right to assign this Agreement to any affiliate or to its
successors or assigns in its sole discretion. The terms "successors" and
"assigns" shall include any person, corporation, partnership, or other entity
that buys all or substantially all of the Company's assets or all of its stock
or with which the Company merges or consolidates. The rights, duties, or
benefits of Consultant under this Agreement are personal to him and no such
right, duty, or benefit may be assigned by Consultant to any other person or
entity. The parties to this Agreement acknowledge and agree that the Company's
affiliates and customers are express third-party beneficiaries of the covenants
and agreements of Consultant set forth in Sections 6 and 7 above.
(g) Entire Agreement; Amendment. This Agreement, the Escrow Agreement and
the agreements incorporated and contemplated herein constitute the entire
agreement between the Company and Consultant with respect to the subject matter
hereof and supersede any and all prior or contemporaneous agreements between the
parties, either written or oral, with respect to the subject matter hereof. This
Agreement may be modified or amended only by an instrument in
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writing and signed by all the parties hereto. Any waiver of the terms and
conditions of this Agreement must be in writing and signed by all the parties
hereto and any such waiver shall not be construed as a waiver of any other terms
and conditions of this Agreement.
(h) Severability. If any provision of this Agreement shall he found to be
illegal, invalid, or unenforceable under present or future laws, such provision
shall be fully severable and the remaining provisions shall remain in full force
and effect. Any provision of this Agreement held illegal, invalid, or
unenforceable shall remain in full force and effect to the extent not so held.
In lieu of the provision held illegal. invalid, or unenforceable, there shall be
automatically added as part of this Agreement a provision as similar in its
terms to such invalid provision as may be possible and may be legal, valid, and
enforceable.
(i) Counterparts. This Agreement may be executed in several counterparts
and each such counterpart shall be deemed an original copy of this Agreement
when so executed and such counterparts shall, when taken together, constitute
and be one and the same instrument.
(j) Further Assurances. Each party hereby agrees to perform any further
acts and to execute and deliver any documents which may be reasonably necessary
to carry out the provisions of this Agreement.
(k) Captions. The captions and headings in this Agreement are made for
purposes of convenience and general reference only and shall not be construed to
define, limit, or otherwise affect any of the terms or provisions of this
Agreement.
(1) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
principles of conflicts of laws thereof.
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(m) Affiliate. An "affiliate" of any party hereto shall mean any person
controlling, controlled by, or under common control with such party.
IN WITNESS WHEREOF, the parties executed this Agreement to be effective
the Effective Date set forth above.
THE COMPANY:
SEARCHHELP, INC.
By: __________________
Xxx Xxxxxxxx, President
CONSULTANT:
AMBER ALERT AGENT DEVELOPMENT COMPANY, LLC
By: __________________
Xxxx Xxxxxxx, Manager
-------------------------------------
Xxxx Xxxxxxx, as to Section 6(g) only
--------------------------------------
Xxxxx Xxxxxxx, as to Section 6(g) only
-------------------------------------
Xxxxxx Xxxxx, as to Section 6(g) only
----------------------------------------
Xxxxxx Xxxxxxxx, as to Section 6(g) only
---------------------------------------------
Xxxxxxx X. Xxxxxxxxx, as to Section 6(g) only
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EXHIBIT A
SERVICES
The Services shall include:
(a) the creation of all such Software, within six (6) months from the receipt by
the Consultant of the initial installment of $25,000 of the $150,000 fee
("Fees") due on the Effective Date, as is necessary to permit the Company to
provide a user downloadable product to:
(i) receive Amber Alert Feeds directly from the NCMEC
(xxxx.xxxxxxxxxxx.xxx), Geo-Code the Alerts as they come in from NCMEC and send
the Alerts back out via email, cell text message and system tray to the
corresponding region, zip code or radius based on zip code, such that, by way of
example only, people in NY or CT will not receive an Amber Alert from Florida,
etc.;
(ii) receive alerts that are relevant to a person's area:
(iii) scrape or parse all state sites that display sex offender
information and then Geo-Code this information according to a radius based on
zip code provided by the user;
(iv) combine both products into an application for parents to download.
Once the application is downloaded, a small icon will reside in the system tray
(next to the computer's clock). The parent will log in, enter their zip code,
address or cross street and radius. Once the parent does this, a map will appear
and show the location for each sex offender in relation to where the parent
lives. Click on the offender and see their exact address, image, etc. This
application will notify the parent if any offender changed their address and
also show any new offenders in the subject area, will update the information
weekly and will permit those users who have already downloaded the Software to
automatically receive the updated information.
(v) create such additional Software such that in each application that
is downloaded, there will be technology built in (user is unaware of this
technology) that will capture all "404 Errors" that are generated by the used in
their browser's URL.
(vi) create such additional Software such that if the user uninstalls
the product for any reason, all files and the "404 Errors" is uninstalled,
including, without limitation Software that will upon installation advise the
user that the product contains "404 Error"" technology and obtains an End User
License Agreement ("XXXX") from the end user.
(vii) create additional Software to permit the Company to have a pop-up
box to permit the Company to display a message to permit the up selling of its
products.
(b) after completion of the development of the Software. Consultant will provide
assistance to Company for 180 days with Internet marketing, customer support,
maintenance of the product
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website, including maintenance of current data regarding Amber Alerts and Sex
Offenders, server hosting and related activities. Should Company desire
additional support after the completion of the 180 day post development period,
Company and Consultant agree to negotiate in good faith a subsequent agreement
to provide ongoing support at a level and rate to be mutually agreed upon.
(c) after completion of the development of the Software, receive Amber
Alert Fees from NCMEC for the earlier of (i) three (3) years from the date of
this Agreement: or (ii) the length of the agreement with NCMEC.
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EXHIBIT B
FEES
Consulting Fee: The Company is currently offering common stock pursuant to a
Private Placement Memorandum dated July 12, 2005 (the "Memorandum"). The Company
shall pay to Consultant a consulting fee to be used solely for the providing of
the Services set forth above and the creation of the Software and user
downloadable product ("Fees") in the amount of (i) $150,000 payable $25,000 on
the Effective Date and on the 1st day of each and every month thereafter until
paid; and (ii) one-half of funds provided by investors introduced by the
Consultant, its members and/or affiliates in excess of $300,000, payable within
five (5) business days of the receipt of such funds; provided, however, that the
maximum Consulting Fee to Consultant is $250,000. In the event that investor
funds are provided by investors introduced by the Consultant, its members and/or
affiliates in amounts up to $300,000 prior to the payment of the fee
installments in (i) of this paragraph, those installments shall be accelerated
up to one-half of the investor funds raised so that the fee of $150,000 may be
paid, payable within five (5) business days of the receipt of such funds.
Participation Fees: In addition, the Company shall provide to the Consultant
participation fees equal to fifty percent (50%) of the Net Profits of
AmberAlertAgent, Inc. ("AAA") as computed according to GAAP. The sole business
of AAA shall be the development of Software developed as a result of the
Services provided under subpart (a) of Exhibit A of this Agreement, and any
products resulting therefrom. Net profit shall mean for each Fiscal period, the
total revenue of the Company derived from the sale, licensing or other
commercialization of the Software, as limited above, minus the total expenses
incurred in the sale, licensing or other commercialization resulting therefrom,
including, but not limited to, any and all expenses related to the production,
marketing (direct and indirect) and or distribution of the Software,
commissions, promotions, in-kind discounts, written materials, mailings,
distribution or other lists, infomercials, CD costs, packaging, shipping and
handling, warehousing, rents, hardware and hardware upgrades, hosting and
bandwidth charges, and any and all applicable local, state and Federal taxes and
charges, and any other expenses as may to applicable thereto; provided however,
that such expenses are mutually approved by the Company and Consultant in
writing prior to the incurrence thereof. In the computation of Net Profits, the
Consulting Fee and Non-Competition Consideration otherwise paid to the
Consultant in this Agreement shall not be considered.
Non-Competition Consideration: The Company shall pay to Consultant a fixed fee
in the amount of Fifty One Thousand (51,000) shares of restricted common stock
of SEARCHHELP, INC. payable Seventeen Thousand (17,000) upon the Termination
Date and Seventeen Thousand (17,000) shares on the first and second
anniversaries of the Termination Date. These shares shall be registered pursuant
to the terms and conditions of any registration rights agreement between the
Company and the members or affiliates of the Consultant.
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