AGREEMENT FOR SERVICES BETWEEN REAL VALUE ESTATES, INC. AND DENNIS T. KUSHNER FOR MANAGEMENT AND FINANCIAL SERVICES
AGREEMENT FOR SERVICES
BETWEEN
REAL VALUE ESTATES, INC.
AND
XXXXXX X. XXXXXXX
FOR
MANAGEMENT AND FINANCIAL SERVICES
THIS AGREEMENT, effective as of March 9, 2010 is entered into between REAL VALUE ESTATES, INC. (RVLU), a Nevada corporation and XXXXXX X. XXXXXXX (XXXXXXX), a resident of California.
1.
SERVICES TO BE PERFORMED: XXXXXXX shall perform management and financial services including President and Chief Executive Officer Duties (Interim President) and additional tasks as outlined in Attachment A, Scope of Services, attached hereto and made a part of this agreement.
2.
TERM OF THE AGREEMENT: The term of the Agreement shall commence on March 8, 2010 and continue in effect through August 31, 2010.
3.
COMPENSATION: In consideration for services provided, RVLU shall pay XXXXXXX a total of $30,000 inclusive of any costs related to his engagement.
RVLU shall reimburse XXXXXXX for the cost of airfare and travel expenses and preapproved disbursements made on behalf of RVLU.
XXXXXXX shall invoice RVLU on a monthly basis at the following rates:
·
Interim President-$5,000 per month subject to a minimum of 20 hours per month.
·
XXXXXXX shall submit to RVLU a timecard on a monthly basis which, when approved, will serve as documentation that XXXXXXX has provided the minimum number of hours required pursuant to this agreement.
Payment terms will be reviewed after 90 days of effective date of contract.
4.
AUTHORIZED REPRESENTATIVES AND NOTICES: RVLU and XXXXXXX shall each designate, in writing, an Authorized Representative who has authority to make changes to the scope, terms and conditions of this Agreement.
4.1
For RVLU:
Xxxxxx Xxxxx
0000 Xxxx Xxxxxx Xxxx
Xxxx, Xxxxxx, 00000
Phone: (775) - 000-0000
Email: XXXX@xxx.xxx
4.2
For XXXXXXX:
XXXXXX X. XXXXXXX
000 Xxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000
Phone: 000-000-0000
Fax:
4.3
Notices provided under this Agreement shall be in writing.
5.
INDEMNIFICATION AND INSURANCE: XXXXXXX shall be responsible for his own acts or omissions and XXXXXXX shall indemnify, hold harmless, and defend RVLU from and against any and all loss, cost, expense, damage, liability or claim thereof, including court costs and attorneys’ fees, occasioned by or in any way whatsoever arising out of the performance or nonperformance of the work/services, by XXXXXXX, his agents and non-assigned employees.
6.
GENERAL PROVISIONS
6.1
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between RVLU and XXXXXXX relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written.
6.2
INDEPENDENT CONTRACTOR: The services provided by XXXXXXX, including his employees/consultants is as an independent contractor and is not an employee of RVLU in performing his Services under this Agreement.
6.3
AUDIT AND RECORDS: XXXXXXX shall retain all pertinent records and shall be subject to, with reasonable notice, the examination and audit of RVLU, its representatives and the state auditor for a period of three years after final payment under this Agreement.
6.4
ASSIGNMENT AND SUBCONTRACTS: XXXXXXX or RVLU shall not assign, transfer, or subcontract this Agreement or any portion thereof, and any assignment, transfer, change or subcontract in violation of this Agreement shall be void without written approval by both parties.
6.5
NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement XXXXXXX, his employees, agents and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical disability, medical condition, marital status, age or sex, and shall take affirmative action to assure that applicants are lawfully employed, and the employees are lawfully treated during their employment, without regard to their race, religion, color, national origin, ancestry, physical disability, mental condition, marital status, age or sex.
6.6
TERMINATION AND SUSPENSION: Either Party may, upon giving the other party a 30 calendar day notice, terminate this Agreement by giving written notice specifying the effective date and scope of such termination. XXXXXXX shall be entitled to receive payment for work/services provided by XXXXXXX prior to termination of the Agreement as reflected in monthly timecards.
6.7
SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, RVLU and XXXXXXX shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.
6.8
RVLU agrees to pay all appropriately presented invoices within 14 days.
6.10
AMENDMENT: Except as expressly provided herein, the provisions of this Agreement shall not be altered, modified or amended except through the execution of a written amendment executed by RVLU and XXXXXXX.
REAL VALUE ESTATES, INC. | XXXXXX X. XXXXXXX | |
By: /s/ Xxxxxx Xxxxx | By: /s/ Xxxxxx X. Xxxxxxx | |
Xxxxxx Xxxxx | Xxxxxx X. Xxxxxxx | |
Date: March 9, 2010 | Date: March 9, 2010 |
ATTACHMENT A
Scope of Services
Responsibilities:
·
Responsible to carry out the strategic plans and policies as established by the board of directors.
·
Reports to the Board of Directors
·
To implement the strategic goals and objectives of the organization
·
With the chair, enable the Board to fulfill its governance function
·
To give direction and leadership toward the achievement of the organization's philosophy, mission, strategy, and its annual goals and objectives
President and CEO duties include, but are not limited to:
1.
LEADER
·
Advises the Board
·
Advocates / promotes organization and stakeholder change related to organization mission
·
Supports motivation of employees in organization products/programs and operations
1.
VISIONARY / INFORMATION BEARER
·
Ensures staff and Board have sufficient and up-to-date information
·
Looks to the future for change opportunities
·
Interfaces between Board and employees
·
Interfaces between organization and community
1.
DECISION MAKER
·
Formulates policies and planning recommendations to the Board
·
Decides or guides courses of action in operations by staff
1.
MANAGER
·
Oversees operations of organization
·
Implements plans
·
Manages human resources of organization
·
Manages financial and physical resources
1.
BOARD DEVELOPER
·
Assists in the selection and evaluation of board members
·
Makes recommendations, supports Board during orientation and self-evaluation
·
Supports Board's evaluation of Chief Executive
Specific Duties:
·
Complete secondary financing as directed by the Board
·
Complete Acquisition of target company
·
Complete SEC filings on a timely manner
·
Complete Board Policies and Procedures including Committee Policies and procedures
·
Assist Company on Board member selection
·
Complete purchase of D & O insurance
·
Establish SOX guidelines and procedures
·
Assist Target Company in completing tasks to ensure smooth closing on Target Company.
·
Prepare and issue Press Releases on a timely basis
·
Other duties as required
