SERVICES AGREEMENT
Exhibit 10.10
This
Agreement (Agreement) is entered into this 2nd day of July, 2009, by and between
Awecomm Technologies, LLC
(“Service Provider”), an independent contractor, whose address is 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxx, XX 00000, a
Michigan limited liability company, and HALBERD Corporation, a public
company, whose address is 00000
Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxx,
XX 00000 (Client), and its wholly owned subsidiary XxxxXxXxxxxxxxXxx.xxx
(“Subsidiary”) in consideration of the mutual promises made herein, as
follows:
Services
to be Performed by Service Provider
Specific
Project Client: Halberd
Corporation and its related subsidiary entities (Client).
Whereas: SERVICE PROVIDER has
been a contractor to the Client and its Subsidiary since inception;
and,
Whereas: SERVICE PROVIDER has
been requested by Client to continue to provide webhosting and development
services for the development of Version 2 of the Subsidiary’s XxxxXxXxxxxxxx.xxx
front-end and back-end operations as well as other related services and IT
infrastructure related to XxxxXxxxxxxxxx.xxx and Halberd Corporation for the
contract year beginning August 1, 2009 and ending July 31, 2010;
and,
Whereas: Client considers
SERVICE PROVIDER to be essential to the future success of Client’s subsidiary
operations.
The
parties hereby agree as follows:
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1.
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Method
of Performing Services
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SERVICE
PROVIDER will utilize their specific methods, details, and means of performing
the all necessary or requested services and may also add to or enhance said
methods and details with prior approval of the Client. All work
products including deliverables, form and function, software code and technology
as well as notes, emails, documents or other forms of communication are the
property of the Client and must be provided to Client at the conclusion of the
Project or upon request.
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2.
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Compensation
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In
consideration for the services to be performed and for services which have
already been performed by SERVICE PROVIDER on behalf of the Subsidiary, CLIENT
agrees to pay SERVICE PROVIDER as follows:
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1.
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Services
payment: Client agrees to pay to SERVICE PROVIDER the
sum of $35,000 in Registered Common Stock at Fair Market Value for
services already performed on behalf of Client. Client agrees
to pay the remaining payable of $87,568.000 for services already rendered
in cash.
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2.
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On-going Monthly
Services Agreement: The Client agrees to pay up to $16,665 per
month (up to $199,980 for the annual period) for services either in cash
or in registered common stock, at the option of the Client. As
such, the company hereby agrees to register 804,000 shares of Common stock
in the name of the SERVICE PROVIDER and to issue to SERVICE PROVIDER up to
43,855 shares of common stock per month in lieu cash payments. Further,
SERVICE PROVIDER shall also agree that Under no condition
will SERVICE PROVIDER or any related or affiliated member, entity or
person short sell the stock nor will it cause the stock to be short sold
on its own behalf or on behalf of any investor, fund, institution or
other;
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3.
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Upon
the Client’s Board of Directors creating a qualified Stock Option Plan for
Vendors, SERVICE PROVIDER shall be allowed to
participate.
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4.
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Travel
Reimbursement: SERVICE PROVIDER shall submit expense
reports and all original receipts related to the Client Company to the
SERVICE PROVIDER and SERVICE PROVIDER shall be reimbursed for all
pre-approved travel expenses.
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All
payments shall be processed within 30-business days of Client’s receipt of
invoice from SERVICE PROVIDER.
3. Term
of Agreement
This
Agreement will become effective on the date first written above and continue
until July 31, 2010 or until Project is completed, the Client contract is
terminated or the SERVICE PROVIDER is otherwise released from the project by
Client or at such time as this Contract is renewable by Agreement of the
parties.
4. SERVICE
PROVIDER Service Level
SERVICE
PROVIDER has the requisite background and knowledge to perform the tasks
required by this Agreement and hereby agrees to devote the necessary amount of
time to fully complete the Project to the satisfaction of SERVICE PROVIDER and
the Client. Additionally, Client agrees that SERVICE PROVIDER may
represent, perform services for, and be employed by such additional clients,
persons, or companies as SERVICE PROVIDER, in SERVICE PROVIDER's sole
discretion, sees fit.
5. Workers'
Compensation
SERVICE
PROVIDER agrees to provide workers' compensation insurance as required under its
state laws for SERVICE PROVIDER's employees and agents and agrees to hold
harmless and indemnify CLIENT for any and all claims arising out of any injury,
disability, or death of any of employee and/or agent of SERVICE
PROVIDER.
6. Assignment
Neither
this Agreement nor any duties or obligations under this Agreement may be
assigned by SERVICE PROVIDER without the prior written consent of
CLIENT.
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7. Cooperation
of the parties
The
parties to this Agreement hereby agree to comply with all reasonable requests of
SERVICE PROVIDER necessary in the performance of SERVICE PROVIDER's duties under
this Agreement.
8. Place
of Work
SERVICE
PROVIDER agrees to furnish space, all necessary communications, tools and
equipment as necessary to complete the services.
9. Termination
of Agreement
Notwithstanding
any other provisions of this Agreement, either party hereto may terminate this
Agreement at any time by written notice to the other party. Any outstanding
amounts remaining to be paid to SERVICE PROVIDER for the services of the SERVICE
PROVIDER as a result of this Agreement shall be paid to SERVICE PROVIDER within
30 business days of notice of termination.
10. Further
Assurances
The
parties hereto covenant and agree that each shall and will, upon reasonable
request of the other, make, do, execute or cause to be made, done or executed,
all such further and other lawful acts, deeds, things, devices and assurances
whatsoever for the better or more perfect and absolute performance of the terms
and conditions of the this Agreement.
11. Relationship
with SERVICE PROVIDER
The
SERVICE PROVIDER shall perform the Services as an independent contractor to the
CLIENT. Nothing contained in this Agreement shall be deemed to create any
association, partnership, joint venture, or relationship of company and agent,
or employer and employee between the parties hereto or to provide either party
with the right, power or authority, whether express or implied, to create any
such duty or obligation on behalf of any other party. The SERVICE PROVIDER also
agrees that it will not hold itself out as an affiliate of or partner, joint
venturer, co-company or co-employer with the Client by reason of the Agreement
and the SERVICE PROVIDER will not knowingly permit any of its employees, agents
or representatives to hold themselves out as, or claim to be, officers or
employees of the CLIENT by reason of this or any other Agreement. In the event
that the SERVICE PROVIDER is adjudicated to be a partner, joint venturer,
co-company or co-employer of or with the Client, the SERVICE PROVIDER shall
indemnify and hold harmless the Client from and against any and all claims for
loss, liability or damages arising therefrom.
12. General
Provisions
Any
notices to be given hereunder by either party to the other may be effected
either by personal delivery or by mail, registered or certified, postage prepaid
with return receipt requested. Mailed notices shall be addressed to the parties
at the addresses appearing in the introductory paragraph of this Agreement, but
each party may change that address by written notice in accordance with this
paragraph. Notices delivered personally shall be deemed communicated as of the
date of actual receipt; mailed notices shall be deemed communicated as of 3 days
after the date of mailing.
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13. Entire
Agreement
This
Agreement supersedes any and all agreements, either oral or in writing, between
the parties hereto with respect to this Project and the rendering of services by
SERVICE PROVIDER on behalf of SERVICE PROVIDER, and contains all of the
covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which is not embodied herein, and that no other agreement, statement,
or promise not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the parties to this Agreement.
14. Severability
If any
provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any
way.
15. Arbitration
Any
controversy between the parties hereto involving the construction or application
of any of the terms, covenants, or conditions of this Agreement will, on the
written request of one party served on the other, be submitted to arbitration.
The arbitration will comply with and be governed by the American Arbitration
Association. The parties will each appoint one person to hear and determine the
dispute and if they are unable to agree, then the two persons so chosen will
select a third impartial arbitrator whose decision will be final and conclusive
on both parties. The cost of arbitration will be such that each party is
responsible for its own costs. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction
thereof.
16. Liquidated
Damages in the Event of Arbitration
It is
agreed that in the event of a breach of this Agreement by either party to this
Agreement, it would be impracticable or extremely difficult to fix the actual
damages and, therefore, the non-prevailing party will pay to the prevailing
party as liquidated damages and not as a penalty a maximum sum of Twenty-Five
Thousand dollars ($25,000), which represents a reasonable compensation for the
loss incurred because of the breach.
17. Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan.
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18. Headings
The
division of this Agreement into paragraphs and the use of headings is for
convenience of reference only and shall not modify or affect the interpretation
or construction of this Agreement or any of its provisions.
[REMAINDER
OF THIS PAGE INTENTIONALLY BLANK]
(Signature
page to follow)
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.
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Client
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SERVICE
PROVIDER
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By:
________________________
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By: _______________________
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Authorized
Signature
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Authorized
Signature
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___________________________
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__________________________
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Print
Name
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Print
Name
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___________________________
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__________________________
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Title
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Title
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___________________________
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__________________________
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Date
of Signature
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Date
of Signature
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