Exhibit 10.1
SOFTWARE CONSULTING AND DEVELOPMENT AGREEMENT
This Software System Agreement (this "Agreement") is made as of the 08th day of
May, 2013, by and among Sure Street, Inc., having its principal place of
business at 00 Xxxxxx Xxxxx Xxxxx., Xxx Xxxxx, XX 00000 (Client), and Ticket
Corp., having its principal place of business at 0000 Xxxxxxx Xxxxx Xx., Xx.
000, Xxxxxx, XX 00000 (Consultant) herein replacing the agreement of the same
name written on the 8th day of May 2013, and is made in light of the following
recitals which are a material part hereof.
RECITALS:
A) Consultant will provide the Client with information, assistance, and
knowledge engineering for the purpose of the development of an advanced "price
fluctuation application module and data analysis tool" for Sure Street Data(R)"
and is intended for use in the financial markets. This application applies to
any market in which there is frequent price fluctuations and elasticity of
demand in products or services. Ticket Corp retains the ownership of the
completed application for use in the event ticket sales market. The use of the
online analysis tool is for informational purposes only. Developer makes no
warranties and shall be held harmless by the Client as outlined in section 2d.
Accordingly, notwithstanding Consultant familiarity with securities law, neither
Consultant nor the Client desires that Consultant furnish any legal services,
but only information, evaluation and analysis based on analysis of the situation
of Client and bears directly all costs associated with this endeavor.
B) Consultant has knowledge and experience and the means to acquire and
provide such information, evaluation, analysis, as the Client believes, can
assist it in furthering execution of its business model.
C) The Client desires to retain the services of Consultant for these data
analysis services to enhance the financial growth plan and to minimize general
exposure to fluctuations in the market place as set forth in that confidential
schedule of services and deliverables attached hereto as Schedule " A", which
services are incorporated herein by reference and referred to herein as the
"Consultant Services"
D) Consultant desires to provide the Consultant Services to and consult
with the Board of Directors, the officers of the Client, and the administrative
staff, and to undertake for the Client, consultations and recommendations and
expenses, in conformity with such consultancy upon the terms and conditions
provided herein including but not limited to the compensation promised herein.
NOW THEREFORE, for and in consideration of good and valuable consideration, in
hand paid, including, but not limited to the mutual promises set forth herein,
the receipt and sufficiency of which is acknowledged by each party hereto, the
parties hereby agree as follows:
1. RECITALS GOVERN. The parties desire to enter into this agreement for
purposes of carrying out the above recitals and intentions set forth above
and this Agreement shall be construed in light thereof.
2. CONSULTING SERVICES. Consultant agrees to provide the consulting services
necessary to the Client for the purpose developing prediction algorithms
that will be used in software and systems during the "Term" (as hereinafter
defined). Consultant agrees to provide such information, evaluation and
analysis, in accordance with Consultant Services as will assist in
maximizing the effectiveness of Client's prescribed business model both
relative to its business model and to its present and contemplated
construction strategies. Consultant shall personally provide the Services
and the Client understands that the nature of the services to be provided
1
require a capital investment by the Consultant and that Consultant will be
engaged in other business and consulting activities during the term of this
Agreement.
2.a CONFLICTS. The Client waives any claim of conflict and acknowledges
that Consultant has owned and continues to own and has consulted with
and continues to consult with interests in competitive businesses
which might compete but for location.
2.b CONFIDENTIAL INFORMATION. Consultant agrees that any information
received by Consultant during any furtherance of Consultant's
obligations in accordance with this contract, which concerns the
personal, financial or other affairs of the Client will be treated by
in full confidence and will not be revealed to any other persons,
firms or organizations. In connection herewith, Consultant and the
Client have entered into that Confidentiality Agreement in the form
attached hereto as Schedule B.
2.c ROLE OF CONSULTANT. Consultant Client and the heads of development
staff, as instructed by the Client at reasonable times concerning
matters pertaining to the organization of the financial related
matters, the payments and financial disbursements concerning the
Client's debts and obligations in cash.
2.d LIABILITY. With regard to the services to be performed by Consultant
pursuant to this Agreement, Consultant shall not be liable to the
Client, or to anyone who may claim any right due to any relationship
with the Client, for any acts or omissions in the performance of
services on the part of Consultant, except when said acts or omissions
of Consultant are due to willful misconduct or gross negligence. The
Client shall hold the Consultant free and harmless from any
obligations, costs, claims, judgments, attorneys' fees, and
attachments arising from or growing out of the services rendered to
the Client pursuant to the terms of this agreement or in any way
connected with the rendering of services, except when the same shall
arise due to the willful misconduct or gross negligence of Consultant
and Consultant is adjudged to be guilty of willful misconduct or gross
negligence by a court of competent jurisdiction.
3. TERM. The term of this Agreement shall commence as of the date hereof and
shall continue for a period of, (120) days, from that date, unless sooner
terminated as provided herein. It is understood that this Agreement shall
not automatically renew and no obligations to renew are implied
notwithstanding continued efforts to fulfill terms and conditions
incomplete as of the termination of this Agreement. This Agreement and the
duties and obligations of Consultant may be terminated by either party
giving thirty (30) days' prior written notice to the other but the
compensation and any previously incurred and approved expenses shall be
deemed earned by and due to Consultant.
4. COMPENSATION. In consideration of the execution of the Agreement, and the
performance of his obligations hereunder, Consultant shall receive a fee of
thirty thousand ($30,000.00) (hereinafter, the "Fee"). The Fee shall be
tendered within Thirty (30) days of the completion of terms of this
Agreement.
6. CONTROL AS TO TIME AND PLACE AND MANNER WHERE SERVICES WILL BE RENDERED. It
is anticipated Client will provide of cash disbursements Thirty (30) days
after its obligations under this Agreement have been fulfilled. If
additional cash is/are needed, Consultant will submit a requisition for
further disbursements, and upon approval, the Client will issue an
appropriate number of cash to cover the disbursements. Both the Client and
Consultant agree that Consultant will act as an independent contractor in
2
the performance of its duties under this Agreement. Consultant will perform
most services in accordance with this Agreement at a location and at times
chosen in Consultant's discretion. Except as otherwise may be agreed,
Consultant shall at all times be in an independent contractor, rather than
a co-venture, agent, employee or representative of the Client.
7. REPRESENTATIONS AND WARRANTIES. The Client represents and warrants that:
(i) the fee being assign pursuant as compensation are authorized to be
charge by the Client;
(ii) The Client is of sound mind and has full right, power, individual
authority to execute and enter into this Agreement, and to execute all
underlying documents and to bind such entity to the terms and
obligations hereto and to the underlying documents and to deliver the
interests and consideration conveyed thereby, same being authorized by
power and authority vested in the party signing on behalf of the
Client;
(iii) the Client has no knowledge of any adverse claims affecting the
subject fee and there are no notations of any adverse claims marked on
the certificates for same; and
(iv) upon receipt, Each party acknowledges that the Fee represents to all
others that it has reviewed the transaction with counsel and that each
warranties, representations, and covenants contained in this Agreement
by any party thereto shall be continuous and shall survive the
delivery of Consultant Services, the Compensation and the termination
of this Agreement. All rights of to any ownership of product or what
is generated as intellectual property for this product is released for
perpetuity by Consultant to Client.
8. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in
accordance of the rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) shall be entered in
any court having jurisdiction thereof. For that purpose and the resolution
of any other claim hereunder, the parties hereto consent to the
jurisdiction and venue of an appropriate court located in Manatee County,
State of California. In the event that litigation results from or arises
out of this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court costs,
and all other expenses, whether or not taxable by the court as costs, in
addition to any other relief to which the prevailing party may be entitled.
In such event, no action shall be entertained by said court or any court of
competent jurisdiction if filed more than one year subsequent to the date
the cause(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
9. NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or delivered by Facsimile or delivered
personally to the address written above or to such other address of which
the addressee shall have notified the sender in writing. Notices mailed in
accordance with this section shall be deemed given when mailed.
10. BINDING EFFECT, ASSIGNMENT AND SUCCESSION. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of his, her or its respective heirs,
personal representatives, successors, and assigns, whether so expressed or
not. Except for assignment of the options as provided above, no party to
this Agreement may, however, assign his rights hereunder or delegate his
obligations hereunder to any other person or entity without the express
prior written consent of the other parties hereto.
3
11. ENTIRE AGREEMENT AND INTERPRETATION. This Agreement, including any exhibits
and schedules hereto, constitutes and contains the entire agreement of the
Client and Consultant with respect to the provision of Consultant Services
and Compensation and supersedes any prior agreement by the parties, whether
written or oral. It may not be changed orally but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought. The waiver of a breach of
any term or condition of this Agreement must be in writing and signed by
the party sought to be charged with such waiver, and such waiver shall not
be deemed to constitute the waiver of any other breach of the same or of
any other term or condition of this agreement. This Agreement shall be
construed in accordance with and governed by the laws of the State of
California without regard to its rules and laws regarding conflicts of laws
and each of the parties hereto irrevocably submit to the exclusive
jurisdiction of any California or United States Federal court sitting in
San Diego County, California over any action or proceeding arising out of
or relating to this Agreement. The parties hereto further waive any
objection to venue in the San Diego County and any objection to an action
or proceeding in the same on the basis of FORUM NON CONVENIENS.
12. MISCELLANEOUS. The section headings contained in this Agreement are
inserted as a matter of convenience and shall not be considered in
interpreting or construing this Agreement. This Agreement may be executed
concurrently in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
provisions. Time is of the essence of this Agreement and the obligations of
the parties hereto.
4
SCHEDULE "A"
MODULE DEVELOPMENT CONSULTATION/CONTRIBUTION
SCHEDULE OF SERVICES AND DELIVERABLES
Consultant shall provide the following Data and Financial Support to the
Project:
1. Consultant will obtain and pay for, at its own costs for the purposes
of the development of systems and tools necessary to complete the
project.
2. Consultant will obtain and pay for, at its own costs, and with the
Client's help and consent, information feeds for the purpose of
understand new and evolving elements of pricing fluctuations.
3. Client will supply upon request to Consultant, data algorithm's, flow
charts, and entity relationship diagrams
4. Client will supply upon request to Consultant, a code SDK and style
guide to aid in the design of and integration of the social media
component
5. Consultant shall be responsible for the testing of module and
maintenance and access to the Sure Street(R) Data Analysis tool.
6. Due to the time sensitive nature of the data. Consultant will pay from
his own account do for any information necessary to complete analysis
and subsequent development algorithms for the Sure Street(R) Data
Analysis tool for the Client.
5
SCHEDULE "B"
Confidentiality Agreement
This Confidentiality Agreement (this "Agreement") is made as of the 8th day of
May, 2013, by and among Sure Street, Inc., having its principal place of
business at 00 Xxxxxx Xxxxx Xxxxx., Xxx Xxxxx, XX 00000 (Client), and Ticket
Corp., having its principal place of business at 0000 Xxxxxxx Xxxxx Xx., Xx.
000, Xxxxxx, XX 00000 (Consultant). Given that the Client and Consultant each
desire to make certain confidential information concerning the Client, its
technology, its investments, its processes, its marketing strategies, its
capitalization and finances and its business as well as similar confidential
information lawfully possessed by Consultant (collectively, the "Information")
for purposes agreed to be legitimate and the Client and Consultant each agree to
hold such Information confidential pursuant to the terms of this Agreement, in
consideration of the mutual promises and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged and with the intent to be
legally bound hereby, the Client and the Consultant agree as follows:
1. The Information includes, but is not limited to, (i) all information
on the Client, (ii) any and all data and information given or made
available to Consultant by the Client for evaluation purposes, whether
written or in machine-readable form, (iii) any and all of the Client's
and Consultant's notes, work papers, investigations, studies, computer
printouts, and any other work product including electronic data files,
regardless of nature containing any such data and information and (iv)
all copies of any of the foregoing.
2. Consultant and Client each understand that the Information is
proprietary to the Client and Consultant and each agrees to hold the
Information given by the other strictly confidential. The Client and
Consultant each agree that the Information shall be used only by the
Client and Consultant and only for the purpose of reviewing and
evaluating the activities of the Client, and shall not be used for any
other purpose or be disclosed to any third party. Neither the Client
nor Consultant shall have the right to make copies or hold copies or
documents except for reports and notes which have been generated by
them, which reports and notes shall be retained for their exclusive
use and shall remain confidential.
3. It is understood that this Confidentiality Agreement shall not apply
to any information otherwise covered herein (i) which is known to
either the Client or the Consultant prior to the date of the
Confidentiality Agreement, (ii) which is disclosed to the Consultant
or the Client by a third party who has not directly or indirectly
received such Information in violation of an agreement with party from
whom it was received or (iii) which is generally known within the
industry.
4. The Client and Consultant each agree to be fully responsible and
liable to the other for any and all damages caused by reason of
disclosure of Information in violation of this Confidentiality
Agreement by the receiving party or any of its assigns or successors.
5. This Confidentiality Agreement shall be governed by and construed in
accordance with the laws of California and shall be enforceable solely
by and be for the sole benefit of Consultant and Client, their
successors and assigns.
IN WITNESS WHEREOF, the Client and Consultant have executed this Agreement as of
the day and year first written above.
Client: Consultant:
/s/ Xxxxxxx Xxx Xxxxxxx White /s/ Xxxxxxx Xxxxxxxxxxx
---------------------------------- ----------------------------------
Xx. Xxxxxxx Xxx Xxxxxxx White Xxxxxxx Xxxxxxxxxxx
Sure Street, Inc. Ticket Corp.
6
