EXHIBIT 10.11
BUSINESS DEVELOPMENT AGREEMENT
THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered
into as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC.,
a Delaware corporation (the "Company"), and MOBILEPRO CORP., a Delaware
corporation ("Mobilepro").
RECITALS:
WHEREAS, the Company desires to engage Mobilepro, and Mobilepro 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 Mobilepro, and Mobilepro
hereby accepts such engagement.
1.2. Services. Upon the request of the Company, Mobilepro shall perform
the services set forth on Exhibit "A" hereto.
ARTICLE 2.
TERM OF ENGAGEMENT
2.1. Term. The engagement of Mobilepro 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 Mobilepro acknowledge and
agree that Mobilepro is an independent contractor and that nothing in this
Agreement is intended to cause Mobilepro to be a fiduciary, agent, joint
venturer, legal representative, partner or servant of the Company for any
purpose whatsoever. Mobilepro 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 Mobilepro on the
Company's behalf without the Company's prior written consent. Mobilepro 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 Mobilepro a fee payable by the issuance of a
number of shares of common stock equal to 5% of the Company's common stock
calculated on a fully-diluted basis. 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
Solution Technology International, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 0
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxxxx, President
Fax: (000) 000-0000
(b) for notices and communications to Mobilepro:
Mobilepro Corp.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxx, President
Fax: (000) 000-0000
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.
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4.3. Assignment. This Agreement and all rights hereunder are personal to
Mobilepro 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.
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 Maryland 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 courts of
Xxxxxxxxxx, County, Maryland, 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 Services
Agreement to be executed by their representatives thereunto duly authorized.
SOLUTION TECHNOLOGY INTERNATIONAL, INC.
By:
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Name:
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Title:
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MOBILEPRO CORP.
By:
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Name:
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Title:
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EXHIBIT "A"
DESCRIPTION OF SERVICES
Mobilepro shall be available to assist the Company with respect to ASP
services for the Company's insurance and reinsurance processing and such other
services as the parties may agree to.
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