BUSINESS DEVELOPMENT AGREEMENT
Exhibit
10.18
This
Consulting Services Agreement (“Agreement”), effective August ______, 2008, is
made by and between Xxxxx Xxxxxxx (“Consultant”) and River Hawk Aviation, Inc.,
a Nevada corporation (“Company”).
WHEREAS,
Consultant has extensive background in the charter and private aviation and
industry as well as in the implementation of business development
strategies;
WHEREAS,
Company is a publicly held corporation with its common stock shares currently
trading the Over the Counter and under the ticker symbol “XXXX.XX” (the Company
intends to apply to be quoted on the Over the Counter Bulletin Board not later
than the first half of December 2008), and desires to further develop its
aviation business; and
WHEREAS,
Company desires to continue using the business development services of the
Consultant of the on the terms and subject to the conditions set forth
herein;
NOW,
THEREFORE, in consideration for the Services provided to Company, the parties
agree as follows:
1. Services
of Consultant.
Consultant
shall continue to perform bona fide business development services primarily for
the purpose of increasing the Company’s client base and customer base,
researching and advising on, targeting and attracting joint venture candidates,
developing and implementing strategies for maximizing the Company’s exposure to,
and penetration of, the high net-worth clientele target market, broadening its
vendor base and enhancing vendor relations, and increasing its revenue, in
general for the duration of this Agreement. These services provided
by Consultant for the Consideration herein shall not be in connection with the
offer or sale of securities in a capital-raising transaction, nor in exchange
for fees arising out of shares issued in a business combination, and be for the
direct or indirect promotion or maintaining of a market for Company’s
securities. Consultant and Company agree and acknowledge that this
Agreement shall supersede and override all prior understandings between
Consultant and Company.
2. Consideration.
Company
agrees to pay Consultant, as his fee and as consideration for services provided,
one million (1,000,000) shares of common stock of the Company, which shares
shall be registered on Form S-8 with the United States Securities and Exchange
Commission (the “SEC”) issued to Xxxxx Xxxxxxx, the natural person performing
the consulting services for Company. All shares and certificates
representing such shares shall be subject to applicable SEC, federal, state
(Blue sky) and local laws and additional restrictions set forth
herein.
3. Confidentiality.
Each
party agrees that during the course of this Agreement, information that is
confidential or of a proprietary nature may not be disclosed to any other party,
including, but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data (“Confidential
Information”). Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
4. Indemnification.
(a) Company.
Company
agrees, to the extent not in conflict with his current duties and positions with
the Company and allowable by law, to indemnify, defend, and shall hold harmless
Consultant and/or his agents, and to defend any action brought against said
parties with respect to any claim, demand, cause of action, debt or liability,
including reasonable attorneys' fees to the extent that such action arises out
of the negligence or willful misconduct of Company.
(b) Consultant.
Consultant
agrees to indemnify, defend, and shall hold harmless Company, its directors,
employees and agents, and defend any action brought against same with respect to
any claim, demand, cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.
(c) Notice.
In
claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably
withheld.
6. Termination
and Renewal.
(a) Term.
This
Agreement shall become effective on the date first written above and expire
twelve (12) months thereafter, unless terminated sooner in accordance with
Section 6(b), below (the “Term”). This Term supersedes and overrides the period
or term established in any prior written agreement, verbal agreement or
understanding and shall become effective on the date first appearing above and
terminate one (1) year thereafter. This Agreement shall automatically
be extended for one (1) additional year unless terminated in writing by the
Client at least thirty (30) days prior to this Agreements
termination.
(b) Termination.
Either
party may terminate this Agreement on thirty (30) calendar days written notice,
or if prior to such action, the other party materially breaches any of its
representations, warranties or obligations under this Agreement. Except as may
be otherwise provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-defaulting party for
all costs incurred directly as a result of the breach of this Agreement, and
shall be subject to such damages as may be allowed by law including all
attorneys' fees and costs of enforcing this Agreement.
(c) Termination
and Payment.
Upon any
termination or expiration of this Agreement, Company shall pay all unpaid and
outstanding fees through the effective date of termination or expiration of this
Agreement. And upon such termination, Consultant shall provide and deliver to
Company any and all outstanding services due through the effective date of this
Agreement.
7. Miscellaneous.
(a) Independent
Contractor.
This
Agreement establishes, for the purposes of compensation for the Services
described herein, an “independent contractor” relationship between Consultant
and Company.
(b) Rights
Cumulative; Waivers.
The
rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall not be
capable of being waived or varied other than by an express waiver or variation
in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall
not preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of any
party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.
(c) Benefit;
Successors Bound.
This
Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.
(d) Entire
Agreement.
This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representations,
oral or written, express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth in this
Agreement. Any such negotiations, promises, or understandings shall
not be used to interpret or constitute this Agreement.
(e) Assignment.
This
Agreement shall not be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and any purported
assignment in violation hereof shall be void.
(f) Amendment.
This
Agreement may be amended only by an instrument in writing executed by all the
parties hereto.
(g) Severability.
Each part
of this Agreement is intended to be severable. In the event that any
provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and
effect.
(h) Section
Headings.
The
Section headings in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
(i) Construction.
Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
(j) Further
Assurances.
In
addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any
notice which is required or desired under this Agreement shall be given in
writing and may be sent by personal delivery or by mail (either a. United States
mail, postage prepaid, or b. Federal Express or similar generally recognized
overnight carrier), addressed as follows (subject to the right to designate a
different address by notice similarly given):
|
|
If
to Company:
|
River
Hawk Aviation
Attn:
Xxxxxx Xxxxxxxxx
0000
0xx
Xxxxxx Xxxxx
Xxxxxxx,
Xxxxx Xxxxxxxx 00000
With a
copy (which shall not constitute notice) to:
The Xxxx
Law Group, PLLC
Attn:
Xxxxx X. Xxxx
000 Xxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
|
|
If
to Consultant:
|
Xxxxx
Xxxxxxx
Attn:
Xxxxx Xxxxxxx
000 Xxxx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
(l) Governing
Law.
This
Agreement shall be governed by the interpreted in accordance with the laws of
the State of Nevada without reference to its conflicts of laws rules or
principles. Each of the parties consents to the exclusive
jurisdiction of the federal courts of the State of Nevada in connection with any
dispute arising under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions.
(m) Consents.
The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Agreement on behalf of such party.
(n) Survival
of Provisions.
The
provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement shall
survive the termination of this Agreement.
(o) Execution
in Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and have
agreed to and accepted the terms herein on the date written above.
COMPANY:
RIVER
HAWK AVIATION, INC.
By:
/s/
Xxxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Its:
Chief Executive Officer
CONSULTANT:
XXXXX XXXXXXX
By:
/s/ Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
