INDEPENDENT CONTRACTOR AGREEMENT
INDEPENDENT CONTRACTOR AGREEMENT
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THIS EMPLOYMENT AGREEMENT (“Agreement”) made this 16th day of April, 2015
(Effective Date) by and between REGULUS Corporation, a Florida Corporation with an address of 000
Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000, (the “Company” or “Party”) and Xxx Xxxx, 0000 Xxxxxxx
Xxx Xxxxx, Xxxxxxxxxx, XX 00000 (“Independent Contractor” or “Party”). Company and Independent
Contractor collectively referred to herein as Parties.
The Company requests the Contractor to perform services for it and may request the Contractor to
perform other services in the future; and
The Parties therefore agree as follows:
1. Term and Termination.
1.1. This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect
until the Contractor has completed the Services (the "Term"), unless earlier terminated under this Section
(Section 1).
1.2. Either Party may terminate this Agreement for cause by providing the other Party written notice if the
other Party: (i) is in material breach of this Agreement and has failed to cure such breach within five (5)
days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in
any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a
petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do
business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party
appointed for its property.
2. Contractor Services.
2.1. During the Term, the Company may engage the Contractor to provide the following services as
needed (the "Services"), or other such services as mutually agreed upon in writing by the Parties (email is
acceptable):
2.2. The Contractor shall provide the necessary equipment to perform the Services. If the Contractor has
obtained employees or agents (the "Contractor Personnel"), the Contractor shall be solely responsible
for all costs associated with the Contractor Personnel.
2.3 POSITION. Executive shall serve as Company’s SVP Business Development and a Director of the
Company.
a. DUTIES - GENERAL DESCRIPTION. Builds market position by locating, developing,
defining, negotiating, and closing business relationship. Based upon this experience, Executive shall
perform various services for the Company as are customary in the industry and as directed from time to
time by Company’s Board of Directors.
b. REPORTING. Executive shall report as requested to the President/CEO.
c. LOCATION. Executive shall be based in Illinois.
d. TERRITORY. Executive’s geographic area of responsibilities shall be as determined by
Company’s business needs.
INDEPENDENT CONTRACTOR AGREEMENT
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2.4 As a result of providing the Services, the Contractor or Contractor Personnel may create certain work
product (the "Work Product").
2.5. The Contractor shall notify the Company of any change(s) to the Contractor’s schedule that could
adversely affect the availability of the Contractor, whether known or unknown at the time of this
Agreement, no later than 15 days prior to such change(s). If the Contractor becomes aware of such
change(s) within the 15 day period, the Contractor shall promptly notify the Company of such change(s)
within a reasonable amount of time.
2.6. The work performed by the Contractor shall be performed at the following rate: (1) Public sponsored
transaction. Contractor shall receive 20% of all fees; (2) Contractor brings in a private business listing
(sell side transaction). Contractor shall receive twenty percent (20%) of flat fees and fifty percent (50%)
of net (less expenses) Completion Fees; and (3) Contractor initiates General Consulting agreement.
Contractor shall receive twenty percent (20%) up to a maximum of thirty percent (30%) of consulting
fees. The Company shall remit payment to the Contractor on the 15th and 30th of each month.
2.7. REIMBURSEMENT of EXPENSES. Contractor is authorized to incur reasonable expenses for
promoting the business of Company, all expenses must be submitted prior to incurring such expenses, and
shall be limited to travel, entertainment and like expenses. All expenses shall be itemized on a standard
Company form along with proof of the expenses furnished to Company’s Treasurer/CFO/COO and
Executive shall upon such itemization and approval by Company’s Treasurer/CFO/COO, be reimbursed
by the Company within Two (2) weeks after submittal by Executive.
2.8. The Company shall not be responsible for federal, state and local taxes derived from the Contractor's
net income or for the withholding and/or payment of any federal, state and local income and other payroll
taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.
3. Independent Contractor Status.
3.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent
contractors of Company. Nothing contained in this Agreement will be construed to create the relationship
of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary
relationship.
3.2. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company,
or bind the Company in any manner.
4. Work Product Ownership.
4.1. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a
"work made for hire," within the definition of Section 101 of the Copyright Act of the United States (17
U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work
Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Company's
complete ownership of all rights, titles and interest in the Work Product, the Contractor shall transfer and
assign to the Company all rights, titles and interests throughout the world in and to any and all Work
Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make
derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit.
4.2. The Company grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable,
royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole
INDEPENDENT CONTRACTOR AGREEMENT
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or in part, by the Contractor. The Company may revoke this license at any time by requesting the removal
of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the
Work Product from the platform, and provide written notification of such removal.
5. Representations. Both Parties represent that they are fully authorized and empowered to enter into
this Agreement, and that the performance of the obligations under this Agreement will not violate or
infringe upon the rights of any third-party, or violate any agreement between the Parties and any other
person, firm or organization or any law or governmental regulation.
6. Indemnification. The Contractor shall indemnify and hold harmless the Company, its affiliates, and
its respective officers, directors, agents and employees from any and all claims, demands, losses, causes
of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to,
the Contractor’s services under this Agreement.
7. Confidential Information.
7.1 Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents
of any kind) agrees to hold and treat all confidential information of the other Party, including, but not
limited to, trade secrets, sales figures, employee and customer information and any other information that
the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential
and protect the Confidential Information with the same degree of care as each Party uses to protect its
own Confidential Information of like nature.
7.2 Confidential Information does not include any information that (i) at the time of the disclosure or
thereafter is lawfully obtained from publically available sources generally known by the public (other
than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the
receiving Party on a non-confidential basis from a source that is not and was not bound by a
confidentiality agreement with respect to the Confidential Information; or (iii) has been independently
acquired or developed by the receiving Party without violating its obligations under this Agreement or
under any federal or state law.
8. Liability. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO
THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS
OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION
APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOOUT
LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT
LIABILITY, AND OTHER TORTS.
9. Disclaimer of Warranty. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY
WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER
WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND
DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY
WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE
UNINTERRUPTED OR ERROR-FREE.
INDEPENDENT CONTRACTOR AGREEMENT
10. Miscellaneous Provisions.
1 0.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire
agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all
prior negotiations, agreements, representations, and understandings of any kind, whether written or oral,
between the Parties, preceding the date of this Agreement.
1 0.2. This Agreement may be amended only by written agreement duly executed by an authorized
representative of each party (email is acceptable).
10.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then
such provision shall be modified to reflect the parties' intention. All remaining provisions of this
Agreement shall remain in full force and effect for the duration of this Agreement.
10.4. This Agreement shall not be assigned by either party without the express consent of the other party.
10.5. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be
presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not
be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege.
10.6. This Agreement is be governed by and construed in accordance with the laws of the State of Florida
without reference to any principles of conflicts of laws, which might cause the application of the laws of
another state. Any action instituted by either party arising out of this Agreement will only be brought,
tried and resolved in the applicable federal or state courts having jurisdiction in the State of Florida.
EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND
VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF
Florida.
The Parties are signing this Agreement on the date stated in the introductory clause.
REGULUS Corporation
By: /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: CEO
Xxx Xxxx
By: /s/Xxx Xxxx
Name: Xxx Xxxx
Title:S\TP Business Development
