EXHIBIT 10.3
3
Florham Consulting Corp.
00 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
March 12, 2007
Xx. Xxxxx Xxxxxxx
00 Xxx Xxxxx Xxxx
Xxxx Xxxxxxxxxx, X.X. 00000
Dear Xx. Xxxxxxx,
The purpose of this letter agreement is to set forth the terms under which
you agree to provide services to Florham Consulting Corp. ("FCC") relating to
the design and development of websites for clients of FCC on a nonexclusive
basis.
1. During the term of this Agreement, you agree to provide web programming
services for website projects undertaken by FCC on behalf of its clients. For
any project agreed to be undertaken, FCC shall provide you with the artwork,
text and layout for the proposed website for such client. You will write the
computer code for the website ("Web Programming") to enable the website to be
fully operational on the Internet. The specific services to be provided by you
with respect to a particular project and your charges for such services shall be
set forth on a work order to be executed by FCC and you prior to the
commencement of your Web Programming services for such project. Fifty (50%)
percent of your fee for a project shall be paid upon execution of the work order
for such project and the remaining fifty (50%) percent shall be paid within five
(5) business days after your submission of the completed computer code for the
client's website to FCC which is satisfactory to FCC and its client.
2. Neither party is authorized to enter into any agreement or commitment on
behalf of the other party and shall have no right, power or authority to do so
or to bind the other party in any way.
3. Each party agrees that it will treat as confidential any and all
confidential information about the other party including, without limitation,
its business plan, financials, projections, clients, customers, contracts
(collectively "Confidential Information") furnished to the receiving party; that
it will not divulge any such Confidential Information to third parties without
the written consent of the disclosing party; and that it will take all
reasonable precautions to insure that it and any of its employees and
representatives receiving any such Confidential Information will maintain the
confidentiality thereof. It is agreed, however, that any such Confidential
Information.
(a) which was in the possession of the receiving party prior to receipt of
any disclosure by the disclosing party pursuant to this agreement and not,
directly or indirectly, derived by the receiving party from information
furnished by the disclosing party;
(b) which is or lawfully becomes part of the public knowledge through no
action of receiving party or its employees or representatives;
(c) which otherwise lawfully shall become available to receiving party from
third parties not subject to a confidentiality agreement with disclosing party;
(d) which is independently developed by receiving party without reference
to the Confidential Information; or
(e) which receiving party is, upon advice of counsel, required to
disclosure in response to an effective subpoena, administrative or court order,
or other valid legal process; shall not be subject to the provisions of this
agreement.
In addition, until five years from the later of (i) the date of this letter
agreement and (ii) the last date you provide services to a client of FCC (an
"Introduced Company") you agree not to (i) initiate or maintain contact with any
officer, director or employee of an Introduced Company regarding such Introduced
Company's business, operations, prospects or finances, except with the express
written permission of FCC, or (ii) provide any services to an Introduced Company
without the prior written consent to FCC.
4. This Agreement shall be for a term of one (1) year from the date hereof
and shall automatically be renewed for additional one (1) year periods unless
terminated in writing by either party no later than thirty (30) days prior to
the end of the then term.
5. All notices and other communications under this Agreement shall be in
writing and deemed to have been duly given if mailed by first class, registered
mail, return receipt requested, postage and registry fees prepaid, or by
overnight mail and addressed to either of the parties at the addresses set forth
herein, or to such other address as either party may give to the other party in
the manner set forth in this Agreement. Any such notice shall be deemed
effective three business days after deposit in the U.S. mail or one business day
after deposit with an overnight mail service.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Neither this
Agreement nor any term thereof may be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
the enforcement of such amendment, waiver, discharge, or termination is sought.
This Agreement comprises the entire agreement and understanding between the
parties hereto and there are no additional agreements or understandings of any
kind either written or oral which relate to the subject matter hereof. This
Agreement is not assignable by either party hereto except with the prior written
consent of the other party.
7. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York applicable to contracts made and
to be performed solely within such State. The parties hereto hereby irrevocably
and unconditionally consent to the exclusive jurisdiction of the courts of the
State of New York or the Federal Courts located in New York County or Nassau
County, New York to resolve any disputes hereunder.
8. If any one or more of the provisions of this Agreement shall be held to
be invalid illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions or any part thereof shall not in any
way be affected or impaired thereby.
9. This Agreement may be executed in counterparts.
If the foregoing correctly sets forth your understanding of the matters set
forth above, would you please signify your agreement thereto by signing a copy
of this letter in the space provided below and returning it to us, whereupon
this letter will become a binding agreement between us.
Very truly yours,
FLORHAM CONSULTING CORP.
/s/ Xxxxx Xxxxxxx
By:____________________________
Xxxxx Xxxxxxx
President
ACCEPTED AND AGREED:
[GRAPHIC OMITTED][GRAPHIC OMITTED]
/s/ Xxxxx Xxxxxxx
By:_____________________________
Xxxxx Xxxxxxx
