1
MARKETING SERVICES AGREEMENT
This Marketing Services Agreement (the "Agreement") is entered into this
______ day of November 1999, by and between XXXX.xxx, Inc., a Florida
corporation ("RBID"), Growth Into Greatness, a Texas corporation,("GROWTH"), and
XXXXX XXXXXXXX ("XXXXXXXX").
RECITALS:
WHEREAS, RBID develops and markets Internet-related services including, but
not limited to, the Online Mall at xxx.xxxx.xxx, which is designed as an online
shopping mall with various vendors selling their own goods and services, for
which RBID receives a commission based upon the sales of the vendors through its
Online Mall; and
WHEREAS, XXXXXXXX provides sales and marketing services for businesses
including, but not limited to, the business of building of independent
distributors in the network marketing field (i.e., Multi-Level Marketing); and
WHEREAS, RBID and XXXXXXXX (through his entity GROWTH) had entered into an
agreement dated April ___, 1999 in which XXXXXXXX, through GROWTH, was granted
the right to act as a marketing person (the "Old Agreement") in order to
generate sales through its Online Mall; and
WHEREAS, GROWTH had assigned its rights and delegated its duties under the
Old Agreement to XXXXXXXX; and
WHEREAS, RBID and XXXXXXXX desire to terminate the Old Agreement and to
enter into a new marketing agreement under the terms and conditions set forth
herein; and
WHEREAS, RBID desires to engage the services of XXXXXXXX in order to
increase the sales generated through its Online Mall; and
WHEREAS, XXXXXXXX desires to perform marketing services for RBID in return
for the compensation of commissions and stock options from the network marketing
efforts.
1
2
NOW, THEREFORE, in consideration of the above recitals, mutual covenants,
agreements, and promises contained in this Agreement, the parties agree as
follows:
AGREEMENT:
1. SETTLEMENT PAYMENT.
A. SHARES. RBID, in complete satisfaction of all obligations under
the Old Agreement, shall cause to be delivered to XXXXXXXX on January 1, 2000
SEVEN HUNDRED THOUSAND (700,000) shares of the common stock of RBID which shares
were issued to Xxx Xxxxxx by Rbid in the 4th Quarter of 1998. Said transfer of
shares is in settlement of disputes existing under the April 1999 Agreement and
the only condition to the transfer of said shares shall be the execution of the
Agreement by XXXXXXXX and GROWTH. The failure of either of them to comply with
any other provisions of this Agreement shall not divest XXXXXXXX of said shares.
The shares will carry appropriate legends as may be required by applicable
Federal and State Law. This will result in the shares being restricted shares
and the shares may not be disposed of unless RBID causes the shares to be
registered or XXXXXXXX complies with applicable securities laws or an exemption
from registration thereof. RBID agrees that in the event that it shall file a
registration statement with the Securities and Exchange Commission to register
the shares of its common stock, it shall grant to XXXXXXXX the right to piggy
back all 700,000 shares with the registration statement. RBID shall be
reimbursed a proportionate amount of its reasonable fees and costs in connection
with the piggy backing of the XXXXXXXX shares and in connection with all
post-effective amendments thereto. The cost shall be prorated based upon the
ratio of shares registered for XXXXXXXX to the total number of shares
registered.
B. OMITTED
2. MARKETING SERVICES. During the Term of this Agreement, XXXXXXXX shall
perform marketing services, on a NON EXCLUSIVE basis, for RBID including,
without limitation, promoting the RBID Web site (through, among other things,
advertisements, public relations work, and networking with participants in
multi-level marketing) to retail customers in order to increase sales and to
potential distributors in order to entice them to join RBID Online Mall as
either an independent
2
3
distributor or a vendor. The parties intend for XXXXXXXX'x marketing services to
dramatically increase the sales volume of the RBID Online Mall, and the
foregoing description of marketing services is illustrative, and not
all-encompassing, of the types of services XXXXXXXX will provide for RBID.
3. MARKETING STRUCTURE. RBID will place XXXXXXXX as a fully qualified
National Affiliate in the full master position. In addition, RBID will pay
XXXXXXXX for each supersite sold compensation in the amount of Twenty Five
Dollars ($25.00). Further, RBID shall pay to XXXXXXXX a five dollar ($5.00) per
supersite unit override on the monthly fees paid by supersite owners. All
compensation to be paid to XXXXXXXX shall only be paid by RBID with respect to
sales made by XXXXXXXX or through his specific downline group. In no event shall
XXXXXXXX participate in the sales of other persons providing marketing services
and sales of sites to RBID.
4. START-UP BONUS. RBID shall pay XXXXXXXX a start-up bonus of $100 for
each of the first 300 supersites sold by XXXXXXXX through himself or his
downline group, during the term of this Agreement.
5. OPTIONS FOR PERFORMANCE. RBID will xxxxx XXXXXXXX an option to
purchase up to Two Million (2,000,000) shares based upon the following earn out
schedule:
(i) If gross sales of RBID generated by XXXXXXXX or his downline group
reach $10,000,000.00 for any twelve (12) month period during the term of
this Agreement, XXXXXXXX may acquire 500,000 shares of RBID's common stock
at a purchase price of $.50 per share;
(ii) If gross sales of RBID generated by XXXXXXXX or his downline group for
any twenty four (24) month period during the term of this Agreement is
greater than $35,000,000, but less than $60,000,000, XXXXXXXX may acquire
an additional 500,000 shares of RBID's Common Stock at a purchase price of
$.50 per share; and
(iii) If gross sales of RBID generated by XXXXXXXX or his downline group
for any thirty six (36) month period
3
4
during the term of this Agreement equals $60,000,000 or more, XXXXXXXX may
acquire an additional 1,000,000 shares of RBID's common stock at a purchase
price of $.50 per share. In no event shall the number of shares of RBID
common stock which XXXXXXXX may acquire exceed Two Million (2,000,000)
shares.
After XXXXXXXX has obtained the right to acquire two million (2,000,000)
shares of common stock of the RBID, XXXXXXXX shall have no further rights to
acquire any additional shares of Common Stock of RBID under this Agreement.
XXXXXXXX shall serve written notice upon RBID of the intent to exercise the
option and shall tender payment to the Company at the time of the notice of
exercise. In the event that RBID shall not attain the gross receipts required in
order for XXXXXXXX to acquire the shares of common stock within the time periods
set forth in this Agreement, the option granted XXXXXXXX shall lapse, terminate
and be of no further force or effect.
6. NON-EXCLUSIVE MARKETING BY XXXXXXXX FOR RBID. XXXXXXXX and any entity
or person in which Xxxxxxxx owns a legal or beneficial interest, or any person
that could be considered a related person as defined by Section 318 of the
Internal Revenue Code of 1986, as amended, shall be entitled to provide
marketing services to any other business on the Internet, including competitors
of RBID, so long xx XXXXXXXX does not violate the provisions of paragraph 8
below.
7. NON EXCLUSIVE MARKETING FOR RBID. XXXXXXXX and any entity or person in
which XXXXXXXX owns a legal or beneficial interest, or any person that could be
considered a related person as defined by Section 318 of the Internal Revenue
Code of 1986, as amended, agrees that during the term of this Agreement, RBID
may employ other persons to sell the supersites and other products of RBID and
that XXXXXXXX shall not be deemed to have an exclusive right to market on behalf
of RBID.
4
5
8. TRADE SECRETS.
(a) RBID covenants and agrees to protect the genealogy of XXXXXXXX
and to take all reasonable steps to protect the same.
(b) XXXXXXXX covenants and agrees to hold in strictest confidence,
and not disclose to any person without the express written consent of RBID, any
and all of RBID's proprietary information, as defined in Subsection (d) below,
except as such disclosure may be required in connection with his performance of
marketing services hereunder. This covenant and agreement shall survive this
Agreement and continue to be binding upon XXXXXXXX after the expiration or
termination of this Agreement, whether by passage of time or otherwise, so long
as such information and data shall remain proprietary information.
(c) Upon expiration or termination of this Agreement for any reason,
XXXXXXXX shall immediately turnover to RBID any "Proprietary Information."
XXXXXXXX shall have no right to retain any copies of any material qualifying as
Proprietary Information for any reason whatsoever after expiration or
termination of this Agreement without the express written consent of RBID.
(d) For purposes of this Agreement, "Proprietary Information" means
any information or data disclosed by RBID to XXXXXXXX which (i) if in tangible
form or other media that can be converted to readable form, is clearly marked
proprietary, confidential or private when disclosed, or (ii) if oral or visual,
is identified as proprietary, confidential or private on disclosure.
"Proprietary Information" shall not include any information which: (i) is or
becomes publicly available through no act or failure of XXXXXXXX; (ii) was or is
rightfully learned by XXXXXXXX from a source other than RBID before being
received from RBID; or (iii) becomes independently available to XXXXXXXX as a
matter of right from a third party. If only a portion of the Proprietary
Information is or becomes publicly available, then only than portion shall not
be Proprietary Information hereunder. XXXXXXXX acknowledges and agrees that all
such Proprietary Information is and shall be deemed to be RBID's trade secrets,
and any use of such Proprietary Information (whether by XXXXXXXX or a third
party) would constitute misappropriation of trade secrets and unfair competition
under the laws of the State of California.
5
6
9. WARRANTY OF XXXXXXXX. XXXXXXXX warrants and represents that XXXXXXXX
has the experience to develop an organization to provide the basis for sale of
the RBID products in the network marketing field.
10. TERM AND TERMINATION. This Agreement shall commence as of the date of
this Agreement and shall continue for a period of Three (3) years, and
automatically renew for successive (3) years terms (the "Term"), unless earlier
terminated pursuant to this Section. RBID may terminate this Agreement at any
time for Good Cause by giving XXXXXXXX written notice of termination at least
Five (5) days prior to the effective date of termination. For purposes of this
Section, "Good Cause" shall mean the following:
(a) The conviction of XXXXXXXX of a felony, fraud, embezzlement or an
act of moral turpitude which, in the good faith judgment of the Board of
Directors of RBID, is likely to cause material harm to the customer relations,
operations, business prospects or reputation of RBID or any of its affiliates;
or
(b) The commission of any act by XXXXXXXX constituting financial
dishonesty against RBID or any of its affiliates; provided, however, that in the
absence of a conviction or plea of guilty or nolo contendere, RBID will have the
burden of proving the commission of such act by a preponderance of the evidence;
or
(c) The repeated failure by XXXXXXXX to follow the reasonable and
lawful directives of Board of Directors of RBID with respect to a matter or
matters involving the marketing of RBID products; provided, however, that if any
such breach occurs, said breach may be cured by XXXXXXXX, after delivery by RBID
to XXXXXXXX of a written notice of the SPECIFIC breach and XXXXXXXX shall
effectuate a cure of said breach within ten (10) days after the delivery of said
written notice by RBID (time being of the essence with respect thereto); or
(d) The willful and material breach by XXXXXXXX of the provisions of
Section 3 hereof; provided, however, that if any such breach occurs, said breach
may be cured by XXXXXXXX, after delivery by RBID to XXXXXXXX of a written notice
of the SPECIFIC breach and XXXXXXXX shall effectuate a cure of said breach
within ten (10) days after the delivery of said written
6
7
notice by RBID (time being of the essence with respect thereto); or
(e) The sale by RBID of substantially all of its assets to a third
person. There shall be a Pro Ration of Options upon termination under this
paragraph 10(e) as set forth in paragraph 11 below.
(f) A change in control of RBID such that more than 50.1 percent of
the ownership of RBID is acquired by a third person. There shall
be a Pro Ration of Options upon termination under the paragraph 10(f) as set
forth in paragraph 11 below.
(g) The filing of a petition for relief under the Bankruptcy Code by
RBID on the date that the termination notice is transmitted.
For purposes of this Agreement, the Effective Date of Termination shall be
the eleventh (11th) day following the delivery by RBID to XXXXXXXX of a notice
of default under this Agreement that has not been cured or the date of delivery
of written notice that an event under this Section 10 (e), (f) or (g) has
occurred.
11. EFFECT OF TERMINATION. In the event that RBID terminates this
Agreement for Good Cause, then in addition to all other remedies RBID may have,
XXXXXXXX shall be entitled to receive all earned commissions up to the effective
date of termination and shall be entitled to exercise a pro rata amount of
options. In order to determine the amount of options that XXXXXXXX would be
entitled to exercise upon the Effective Date of Termination, RBID shall divide
the actual sales made by XXXXXXXX up to the Effective Date of termination by the
sales figures set forth in section 5 of this Agreement. For example, if the
Agreement is terminated 9 months from the execution, and XXXXXXXX has made sales
of $6,000,000, the number of shares that XXXXXXXX can acquire by option will be
$6,000,000 divided by $10,000,000 times 500,000 or 300,000 shares. If the
Agreement is terminated after 18 months from the date of execution, and XXXXXXXX
has made sales of $20,000,000, the number of shares that XXXXXXXX can acquire
will equal 500,000 under section 5 (i) plus $20,000,000 divided by $60,000,000
times 500,000 or 150,000 shares. If the Agreement is terminated after 25 months
of the date of execution, and XXXXXXXX has made sales of $30,000,000, the number
of shares that XXXXXXXX can acquire will equal 500,000 under section 5 (i)
7
8
plus $30,000,000 divided by $60,000,000 times 500,000 or 250,000 shares.
XXXXXXXX shall exercise the options within ninety (90) days after the Effective
Date of termination.
12. XXXXXXXX RIGHT TO TERMINATE.
In the event that RBID shall default under any obligation set forth in this
Agreement, said breach may be cured by RBID, after delivery by XXXXXXXX to RBID
of a written notice of the specific breach and RBID shall effectuate a cure of
said breach within ten (10) days after the delivery of said written notice by
XXXXXXXX (time being of the essence with respect thereto).
For purposes of this Agreement, the Effective Date of Termination shall be
the eleventh (11th) day following the delivery of a notice of default by one
party to the other party which has not been cured under this Agreement. In the
event that XXXXXXXX shall terminate this Agreement pursuant to this Section 12,
the provisions of Section 11 apply with respect to XXXXXXXX'x right to
compensation and stock options.
13. MARKETING DISPUTE RESOLUTION. In the event that a dispute shall arise
between XXXXXXXX and any other person that RBID may contract with for marketing
services, XXXXXXXX agrees to notify Xx. Xxxxx Xxxxxxx, in writing, of the basis
of the dispute. Upon receipt by Xx. Xxxxxxx of the writing from XXXXXXXX, Xx.
Xxxxxxx will conduct a meeting at which time Xx. Xxxxxxx will determine the
propriety of the claim asserted by XXXXXXXX. The determination of the validity
or lack thereof of the claim of XXXXXXXX by Xxxxx Xxxxxxx shall be final and
conclusive and XXXXXXXX agrees not to seek arbitration or judicial review of any
said determination.
14. INDEMNIFICATION BY RBID. RBID shall indemnify XXXXXXXX and GROWTH and
hold them harmless from any claim by previous supersite purchasers through
XXXXXXXX or his downline distributor or claims by any downline distributors or
marketing representatives for transactions which took place prior to the date of
this Agreement. This provision is in settlement of disputes under the April 1999
Agreement and shall be effective on execution of the Agreement.
8
9
15. RELEASE BY XXXXXXXX.
Except as to the rights, duties, liabilities and obligations arising out of
this AGREEMENT, XXXXXXXX does hereby for himself, his legal successors and
assigns, and each of them, release and absolutely forever discharge RBID, its
employees, attorneys, officers, directors, shareholders, agents, partners,
affiliates, predecessors, affiliates, legal successors and assigns, and each of
them, of and from any and all claims and agreements existing as of the date of
this Agreement, together with all demands, damages, debts, liabilities,
accounts, actions and causes of action of every kind and nature whatsoever,
whether known or unknown, suspected or unsuspected, which he ever had or now
has, arising out of or related to said claims or the Old Agreement, so that he
shall have no claim of any kind or nature whatsoever on or against the persons
or entities herein released, their legal successors and assigns, and each of
them, directly or indirectly, on any contract or on any supposed liability or
thing or act undertaken, done or omitted to be done, at any time prior to the
date hereon, which is in any way related to any and all claims or agreements
arising from or in connection with his affiliation with RBID and under the Old
Agreement.
16. RELEASE BY GROWTH.
Except as to the rights, duties, liabilities and obligations arising out of
this AGREEMENT, GROWTH does hereby for itself, its legal successors and assigns,
and each of them, release and absolutely forever discharge RBID, of and from any
and all claims and agreements existing as of the date of this Agreement,
together with all demands, damages, debts, liabilities, accounts, actions and
causes of action of every kind and nature whatsoever, whether known or unknown,
suspected or unsuspected, which it ever had or now has, arising out of or
related to said claims or the Old Agreement, so that it shall have no claim of
any kind or nature whatsoever on or against the persons or entities herein
released, their legal successors and assigns, and each of them, directly or
indirectly, on any contract or on any supposed liability or thing or act
undertaken, done or
9
10
omitted to be done, at any time prior to the date hereon, which is in any way
related to any and all claims or agreements arising from or in connection with
its affiliation with RBID and under the Old Agreement.
17. RELEASE BY RBID.
Except as to the rights, duties, liabilities and obligations arising out of
this AGREEMENT, RBID does hereby for itself, its legal successors and assigns,
and each of them, release and absolutely forever discharge XXXXXXXX and GROWTH,
of and from any and all claims and agreements existing as of the date of this
Agreement, together with all demands, damages, debts, liabilities, accounts,
actions and causes of action of every kind and nature whatsoever, whether known
or unknown, suspected or unsuspected, which it ever had or now has, arising out
of or related to said claims or the Old Agreement, so that it shall have no
claim of any kind or nature whatsoever on or against the persons or entities
herein released, their legal successors and assigns, and each of them, directly
or indirectly, on any contract or on any supposed liability or thing or act
undertaken, done or omitted to be done, at any time prior to the date hereon,
which is in any way related to any and all claims or agreements arising from or
in connection with its affiliation with RBID and under the Old Agreement.
18. RELEASES TO BE GENERAL.
Each releasing party acknowledges that they have been informed by
independent counsel of the provisions of Section1542 of the Civil Code of the
State of California, and each party does hereby expressly waive and relinquish
all rights and benefits which it, he, she or they have or may have under such
section, which reads as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."
10
11
Each party acknowledges that they are aware that they may hereafter
discover facts different from and in addition to those they now know or believe
to be true with respect to the matters herein released, and they agree that
these releases shall be and remain in effect in all respects as complete general
releases as to the matters released, notwithstanding any such different
additional facts.
19. WARRANTY REGARDING RELEASED MATTERS.
Each party represents and warrants that he has not heretofore assigned or
transferred or purported to transfer or assign to any person, firm or
corporation, any matter herein released. Each party agrees to indemnify and hold
harmless the other against any claim, demand, damage, debt, liability, account,
action or cause of action, cost or expense, including attorneys' fees actually
paid or incurred, arising out of or in connection with any such transfer or
assignment or purported or claimed transfer or assignment.
20. Miscellaneous.
(a) Headings. The subject headings of the sections and subsections of
this Agreement are included for purposes of convenience only, and shall not
affect the construction or interpretation of any of its provisions.
(b) Integration; Modification; Waiver. This Agreement, including all
exhibits (all of which are incorporated into the Agreement), constitutes and
contains the entire agreement and understanding concerning the subject matter
between the parties, sets forth all inducements made by any party to any other
party with respect to any of the subject matter, and supersedes and replaces all
prior and contemporaneous negotiations, proposed agreements or agreements,
whether written or oral. Each of the parties acknowledges to each of the other
parties that no other party nor any agent or attorney of any other party has
made any promise, representation or warranty whatsoever, express or implied,
written or oral, not contained herein concerning the subject matter hereof to
induce it to execute this Agreement, and each of the parties acknowledges that
it has not executed this Agreement in reliance on any promise, representation or
warranty not contained herein. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by all the parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
11
12
constitute, a waiver of any other provision, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
(c) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Parties in Interest. Nothing in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over or against any party to this Agreement.
(e) Assignment. This Agreement may not be assigned by XXXXXXXX. This
Agreement may be assigned by RBID to RWAY CORPORATION, a wholly owned subsidiary
of RBID. If assigned by RBID, it shall be binding on, and shall inure to the
benefit of, the parties to it and its successors, and assigns.
(f) Recovery of Litigation Costs. If any legal action or any
arbitration or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' and professional's fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.
(g) Interpretation. In the event of any ambiguity in the
interpretation of this Agreement, the interpretation of this
Agreement shall not be resolved by any rule of interpretation providing for
interpretation against the party who causes the uncertainty to exist or against
the draftsman.
(h) Cumulative Rights and Remedies. The rights and remedies in this
Agreement shall be cumulative, and in
12
13
addition to, any duties, obligations, rights and remedies otherwise provided by
law.
(i) Severability. In the event that any provision of this
Agreement is deemed invalid, illegal, or unenforceable, all other provisions of
the Agreement which are not affected by such invalidity, illegality or
unenforceability, shall remain in full force and effect. Further, the parties
hereby agree that if any such provision is deemed invalid, illegal or
unenforceable, that provision shall be limited or eliminated in scope, power or
effect to the minimum extent necessary so that this Agreement shall otherwise
remain in full force and effect and enforceable.
(j) Notices. All notices, requests, demands, and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given (i) on the date of service, if served personally
on the party to whom notice is to be given; (ii) on the fifth day after mailing,
if mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid; or (iii) One (1) business day after
(a) deposit with a nationally recognized overnight courier, or (b) transmission
by telecopy or similar means, if a copy of the notice is also sent via first
class mail, registered or certified, postage prepaid or by overnight courier,
provided that a transmission report is generated reflecting the accurate
transmission of the notice. All notices, requests, demands, and other
communications must be addressed as follows:
To RBID at: Xx. Xxxxx Xxxxxxx
XXXX.xxx, Inc.
00000 Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
With a copy to: Xx. Xxxxx X. Xxxxxxxx, Esq.
0000 Xxxxxxx Xxxx Xxxx, #000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
To XXXXXXXX at: XXXXX XXXXXXXX
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
13
14
With a copy to: Xx. Xxxxx Xxxxxxxx, Esq.
000 X. Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Any party may change its address for purposes of this Section by giving the
other parties written notice of the new address in the manner set forth above.
(l) Governing Law; Jurisdiction and Venue. This Agreement has been
executed and delivered by the parties in California, and the parties have
offices in California and the performance of the Agreement is to occur primarily
in California. Accordingly, the parties agree that this Agreement shall be
governed by, construed in accordance with and enforced under the laws of the
State of California, without regard to the conflicts of laws provisions thereof.
The parties further agree that exclusive jurisdiction and venue of any action
with respect to this Agreement shall be the Superior Court for the County of Los
Angeles, State of California or the United States District Court for the Central
District of California, and each party submits itself to the jurisdiction and
venue of such courts for the purpose of such action.
(m) Authority. The undersigned individuals execute this Agreement on
behalf of the respective parties, and represent that they are authorized to
enter into and execute this Agreement on behalf of such parties.
(n) Further Assurances. The parties agree to execute all instruments
and documents of further assurance and will do any and all such acts as may be
reasonably required to carry out their obligations and to consummate the
transactions contemplated herein.
(o) Time of the Essence. All times stated herein are of the essence.
(p) Survival. The covenants and agreements of XXXXXXXX shall survive
this Agreement and continue to be binding upon XXXXXXXX after the expiration or
termination of this Agreement, whether by passage of time or otherwise, so long
as such information and data shall remain Proprietary Information.
14
15
(q) Advice of Counsel. Each party acknowledges and agrees that it has
given mature and careful thought to this Agreement and that it has been given
the opportunity to independently review this Agreement with its own independent
legal counsel.
(r) Continuous Services. XXXXXXXX shall provide the services on a
continued basis throughout the terms of this Agreement.
(s) Taxes. XXXXXXXX shall be responsible for all applicable income,
franchise, gross receipts, sales and/or use taxes, if any, however designated or
levied, to the applicable tax agencies which amount is based upon the
compensation paid for services provided by XXXXXXXX to RBID under this
Agreement. RBID shall not withhold any tax from any payments made to XXXXXXXX
and XXXXXXXX shall indemnify and hold RBID harmless from the imposition of any
tax, penalty or interest which may be assesses by any taxing authority with
respect to any and all payments made by RBID to XXXXXXXX pursuant to this
Agreement.
(t) Relationship of the Parties. Nothing in this Agreement shall be
deemed or construed by the parties, nor by any third party, as creating the
relationship of principal and agent or creating a partnership or joint venture
between the parties hereto, it being understood and agreed that neither the
method or computation of compensation, nor any other provision contained herein,
nor any acts of the parties herein, shall be deemed to create any relationship
between the parties other than the relationship of an independent contractor
relationship of XXXXXXXX to RBID.
(u) Gender. Whenever herein the singular number is used the same
shall include the plural, and the masculine gender shall include the feminine
and neuter genders.
15
16
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
RBID
XXXX.XXX, INC., a Florida corporation
By: /s/ XXXXX XXXXXXX
------------------------------------
Xxxxx Xxxxxxx
Its: Chairman/CEO
By:
------------------------------------
Its: Secretary
GROWTH
GROWTH INTO GREATNESS, INC.
By: /s/ XXXXX XXXXXXXX
------------------------------------
Xxxxx Xxxxxxxx
Its: President
By: /s/ XXXXX XXXXXXXX
------------------------------------
Its: Secretary
XXXXXXXX
By: /s/ XXXXX XXXXXXXX
------------------------------------
XXXXX XXXXXXXX, an individual
16
