EXHIBIT 10.3
Contractor Services Agreement
by and between
30DC, Inc. and Jesselton Limited
dated July 1, 2009
CONTRACT FOR SERVICES - AGREEMENT
30DC, INC.
and
JESSELTON LIMITED
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION........................................1
1.1 DEFINITIONS..................................................1
1.2 INTERPRETATION...............................................2
2. ENGAGEMENT............................................................3
2.1 ENGAGEMENT...................................................3
3. COMMENCEMENT..........................................................4
4. REMUNERATION AND REVIEW...............................................4
4.1 REMUNERATION.................................................4
4.2 TAX..........................................................4
4.3 PERFORMANCE BONUS............................................4
4.4 REVIEW.......................................................4
5. EXPENSES..............................................................5
5.1 EXPENSES.....................................................5
6. CONSULTING SERVICES...................................................5
7. POLICIES AND PROCEDURES...............................................6
8. INTELLECTUAL PROPERTY.................................................6
9. CONFIDENTIALITY.......................................................7
10. CONFLICT OF INTEREST..................................................7
11. TERMINATION...........................................................8
11.1 RESTRICTION ON TERMINATION...................................8
11.2 BY THE COMPANY WITHOUT NOTICE................................8
11.3 BY THE COMPANY WITH NOTICE...................................8
11.4 BY THE CONTRACTOR WITH NOTICE................................8
11.5 CONSEQUENCES OF TERMINATION..................................8
11.6 BOARD REACTION TO TERMINATION................................9
11.7 RETURN OF COMPANY PROPERTY...................................9
12. REENGAGEMENT..........................................................9
12.1 REENGAGEMENT.................................................9
12.2 FURTHER AGREEMENT............................................9
13. GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE............................9
13.1 DISPUTE......................................................9
13.2 NOTICE OF DISPUTE...........................................10
13.3 DISPUTE RESOLUTION..........................................10
14. NOTICES..............................................................10
15. GENERAL PROVISIONS...................................................11
15.1 GOVERNING LAW...............................................11
15.2 ENTIRE AGREEMENT............................................11
15.3 NO RELIANCE.................................................11
15.4 NO WAIVER...................................................11
15.5 SEVERABILITY................................................12
15.6 BINDING NATURE..............................................12
15.7 NO VARIATION................................................12
15.8 NO ASSIGNMENT...............................................12
15.9 COUNTERPARTS................................................12
15.10 EXTENT THAT THE LAW PERMITS.................................12
15.11 SPECIFIC PERFORMANCE........................................12
15.12 CUMULATIVE RIGHTS...........................................12
SCHEDULE 13
CONTRACT FOR SERVICES AGREEMENT
DATE
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PARTIES
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30DC, INC. of 00 Xxxxxxxxx Xxxx, Xxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx
(COMPANY)
JESSELTON LIMITED c/o Oneworld Ltd, Global Business
Services, Attention Xxxxx Xxxxxx, 00 Xxxxxxxxx
Xxxxxx, Xxxxxxxx Xxxxxxxx Xxxxx, XX Xxx 00000,
Xxxxxxx 0000, Xxxxxx
(CONTRACTOR)
BACKGROUND
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This Agreement memorializes the pre existing
contractual relationship and formally sets the terms
and conditions between the parties from July 1, 2009
and all prior understandings and agreements - oral or
written are merged herein. The parties acknowledge
that the effective date of this Agreement, regardless
of the date hereon, relates back to the inception of
the contractual relationship between the parties.
A.
The Company offers the Contractor engagement on the
terms and conditions set out in this Agreement.
B. The Contractor wishes to accept the offer of
engagement on the terms set out in this Agreement.
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AGREEMENT
1. DEFINITIONS AND INTERPRETATION
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1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
30 DAY CHALLENGE BUSINESS means the internet marketing business and
educational program owned and operated by the Company;
30DC GROUP means the businesses and companies operating within the
Company and includes the 30 Day Challenge Business, the Immediate Edge
Business and the Facebook Applications Business;
AGREEMENT means this agreement, the Schedules and Annexures attached to
this agreement and any document or documents supplemental to this
agreement;
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BOARD means the board of directors of the Company, and includes any
committee of the Board duly appointed by it;
BUSINESS DAY means a day which is not a Saturday, Sunday or public
holiday in Delaware, United States of America;
CHAIRMAN means the person appointed as Chairman of the Board of the
Company from time to time;
COMMENCEMENT DATE means the commencement date set out in Item 1 of the
Schedule or such other date as agreed by the parties;
CONFIDENTIAL INFORMATION has the meaning given in clause 9(a);
ENGAGEMENT means the engagement of the Contractor under this Agreement;
ENGAGEMENT COST means the amount set out in Item 4 of the Schedule and
is made up of a remuneration package including cash payments and non
cash payments and benefits (for the avoidance of doubt this does not
include performance-based bonuses referred to in clause 4.2) provided
to the Contractor in accordance with clause 4 and includes any
applicable taxation payable on the components of the remuneration
package (whether income tax or otherwise);
FACEBOOK APPLICATIONS BUSINESS means the business of developing and
operating the Facebook applications: "Peel a Meal", "Brimmies Super
Cups", "Blinko" and "Pop the Top", owned and operated by the Company;
IMMEDIATE EDGE BUSINESS means the online education and training
business in internet marketing and small business start up, owned and
operated by the Company;
INTELLECTUAL PROPERTY means:
(a) copyright;
(b) all rights conferred under statute, common law or equity in
relation to inventions (including patents);
(c) registered and unregistered trademarks;
(d) registered and unregistered designs;
(e) circuit layouts; and
(f) all other agreed rights resulting from intellectual activity
in the industrial and mining fields;
MONTH means calendar month; and
TERM means the term set out in Item 2 of the Schedule.
1.2 INTERPRETATION
In this Agreement, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to gender includes both genders;
(c) the word "person" means a natural person and any association,
body or entity whether incorporated or not;
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(d) headings in this Agreement are for convenience only and do not
affect its interpretation or construction;
(e) a reference to writing includes any communication sent by
post, fax or e-mail transmission;
(f) where any word or phrase is defined, any other part of speech
or other grammatical form of that word or phrase has a cognate
meaning;
(g) a reference to any statute, proclamation, rule, code,
regulation or ordinance includes any amendment, consolidation,
modification, re-enactment or reprint of it or any statute,
proclamation, rule, code, regulation or ordinance replacing
it;
(h) a reference to US DOLLARS or USD or US$ is a reference to the
lawful tender of the United States of America;
(i) a reference to AUSTRALIAN DOLLARS or AUD or A$ is a reference
to the lawful tender of the Commonwealth of Australia;
(j) a reference to time refers to time in Delaware, United States
of America;
(k) mentioning anything after "include", "includes" or "including"
does not limit what else might be included;
(l) no rule of construction applies to the disadvantage of a party
because this Agreement is prepared by (or on behalf of) that
party;
(m) a reference to any thing is a reference to the whole and each
part of it;
(n) a reference to a group of persons is a reference to all of
them collectively and to each of them individually;
(o) any direction, approval, discretion or decision given,
exercised or made by the Board under this Agreement will be
deemed to be a direction, approval, discretion or decision
given, exercised or made by the Company pursuant to an
irrevocable authority given to the Board by the Company to act
for and on its behalf; and
(p) any direction, approval, discretion or decision given,
exercised or made by the Chairman under this Agreement will be
deemed to be a direction, approval, discretion or decision
given, exercised or made by the Company pursuant to an
irrevocable authority given to the Chairman by the Board to
act for and on behalf of the Company.
2. ENGAGEMENT
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2.1 ENGAGEMENT
The Contractor will:
(a) be engaged by the Company, and will continue to be so engaged
for the Term unless the Engagement is terminated by either
party in accordance with the terms of this Agreement;
(b) perform the Engagement at such places as the parties agree;
(c) assist the Company under this Agreement with planning,
directing and controlling the operations of the Company in
line with the strategy agreed by the Board and in accordance
with any authority delegated by the Board from time to time.
The Contractor's key areas of responsibility are set out in
Item 3 of the Schedule to this Agreement;
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(d) assist the Company as may be required by the Board from time
to time consistent with this Agreement; and
(e) report to the Board or to such other persons as the Board may
nominate from time to time.
3. COMMENCEMENT
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The Contractor will commence the Engagement on the Commencement Date.
4. REMUNERATION AND REVIEW
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4.1 REMUNERATION
(a) The Company will pay the Engagement Cost to the Contractor as
remuneration for services under this Agreement.
(b) The Engagement Cost shall be adjusted in accordance with this
Agreement.
(c) Subject to clause 4.1(d), the Contractor will be entitled to
receive the Engagement Cost wholly by way of cash or partly by
way of cash and partly by way of such other benefits as the
Company may lawfully provide, as the Contractor may elect from
time to time consistent with the policy of the Company on such
matters, provided that the cost to the Company does not exceed
the Engagement Cost.
(d) The Engagement Cost will be paid to the Contractor by equal
monthly instalments on the 15th day of each Month or as
otherwise agreed.
(e) The Engagement Cost is compensation to the Contractor for all
services provided under this Agreement, as such, the
Contractor is not entitled to additional payment based on
hours worked.
4.2 TAX
Contractor is an independent business and shall be solely responsible
for making all its own tax returns and deductions with regard to tax.
The Contractor agrees to indemnify the Company in respect of any and
all claims that may be made by the relevant authorities against the
Company in respect of tax.
4.3 PERFORMANCE BONUS
In addition to the Engagement Cost, the Board and the Contractor will
agree upon milestones for bonus achievement. The actual bonus amount
and the method of payment will be determined by the Board in its
absolute discretion, details of which are set out in Item 5 of the
Schedule.
4.4 REVIEW
(a) The Contractor's remuneration will be subject to annual review
by the Board. At each review, the Engagement Cost will be
reviewed having regard to such matters as the responsibilities
of the Contractor, the performance of the Company, the
performance of the 30DC Group, the performance of the
Contractor, the remuneration available outside the 30DC Group
for contractors with responsibilities and experience
equivalent to those of the Contractor and the benefits which
have accrued and will accrue to the Contractor under this
Agreement. At each review the Engagement Cost may be increased
by such amount as the Board may determine and any such
increase will take effect on the date determined by the Board.
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(b) The Contractor may, at any time in writing, request that the
Engagement Cost be varied. The Company may after a full
investigation into performance agree to the variation of the
Engagement Cost and the terms of this Agreement shall be
altered accordingly.
(c) The Company shall not unreasonably refuse a request for
variation of the Engagement Cost. However, it shall not be
unreasonable for the Company to refuse such a request where
the request is made sooner than six Months after an earlier
agreement has been reached between the parties in relation to
the Engagement Cost.
(d) In the event that there is a change in the cost of the other
entitlements provided to the Contractor arising from any cause
whatsoever, the Company shall have the right after
notification to the Contractor to alter the terms of the
Agreement accordingly.
5. EXPENSES
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5.1 EXPENSES
The Company will reimburse the Contractor for all reasonable
travelling, hotel, entertainment, telephone, internet and other
expenses properly incurred by the Contractor in the performance of the
Agreement provided that the Contractor must produce to the Chairman
such records and receipts verifying those expenses as the Chairman may
reasonably request in accordance with the Company's policy in this
regard from time to time.
6. CONSULTING SERVICES
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(a) During the course of the Engagement, the Contractor:
(i) will provide services appropriate to this Agreement
and in so doing must use its best endeavours to
further the prosperity and enhance the reputation of
the Company and the 30DC Group; and
(ii) must not, without the prior written consent of the
Board, directly or indirectly be engaged or
interested in any other business activity competing
with that of the 30DC Group but this will not
preclude the Contractor from holding or acquiring not
more than 5% of the shares or securities of any
corporation officially listed on any recognised stock
exchange or holding or acquiring any real property by
way of passive personal investment which holding or
acquisition is not inconsistent with the intent of
the foregoing provisions of this clause.
(b) In addition to the above provisions the Contractor must:
(i) assist the Company and the 30DC Group faithfully,
efficiently and diligently and exercise all due care
and skill in the performance of the Contractor's
services under this Agreement;
(ii) refrain from acting or giving the appearance of
acting contrary to the interests of the Company and
the 30DC Group;
(iii) not solicit or attempt to persuade any clients of the
Company and the 30DC Group to use the services of any
other business; and
(iv) keep confidential all raw data and trade secrets the
Contractor acquires during the Engagement with the
Company and the 30DC Group, including techniques,
product information, client lists and any other
information which is confidential to the Company and
the 30DC Group.
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(c) Where appropriate, the Contractor may be required to undertake
training as arranged by the Company and the 30DC Group for the
acquisition of a broader range of skills and competence and
the better performance of the Contractor's services.
(d) Each of the Company and the Contractor will act towards each
other with respect to this Agreement and all matters
incidental to it in good faith.
7. Policies and procedures
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(a) The Company, in order to comply with its legal obligations and
contractor engagement best practice, will from time to time
introduce policies and procedures with respect to, for
example, workplace surveillance (including email and internet
usage), anti-discrimination, equal engagement opportunity and
occupational health and safety.
(b) The Contractor agrees to become familiar with such policies
and procedures and comply with them.
(c) These polices and procedures do not form part of this
Agreement and are not incorporated into the terms and
conditions of the Engagement with the Company.
(d) A policy or procedure introduced by the Company may contain
provisions to redress breach of that policy. Steps taken by
the Company to redress breach of a policy or procedure by the
Contractor may include warning or termination of this
Agreement.
8. Intellectual Property
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(a) All rights of any nature in relation to Intellectual Property
developed or created by the Contractor using the Company's
resources, on the Company's premises or in the course of the
Engagement, whether such Intellectual Property was created
during business hours or not, will vest in the Company upon
creation, and the Contractor will have no claim to or interest
of any nature in such Intellectual Property, unless otherwise
agreed in writing by the Contractor and the Company.
(b) Notwithstanding clause 8(a), and to the extent possible, the
Contractor shall assign to the Company all present and future
rights in relation to Intellectual Property developed or
created by the Contractor using the Company's resources, on
the Company's premises or in the course of the Engagement.
(c) The assignment in clause 8(b) is:
(i) without restriction as to use or territory;
(ii) in perpetuity; and
(iii) effective without any further payment to the
Contractor, whether by way of royalty or otherwise,
in consideration for the assignment.
(d) The Contractor must do all things necessary to give effect to
this assignment.
(e) The Contractor gives consent to the Company for all acts or
omissions (whether occurring before or after the date of this
Agreement) made in relation to any work created during the
course of the Engagement, which would otherwise be an
infringement of the Contractor's moral rights in the relevant
work.
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9. CONFIDENTIALITY
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(a) During the Engagement and at all times after the termination
of the Engagement, the Contractor must not, except:
(i) in the proper course of providing services;
(ii) as may be required by law; or
(iii) with the prior consent in writing of the Chairman,
divulge or disclose to any other person, firm or corporation
any confidential information relating to the Company or the
30DC Group, being specifically any raw data, technology, or
process which is confidential or of a sensitive nature and not
already in the possession of the Contractor prior to the
Engagement or in the public domain, or any trade secrets of
which the Contractor may become possessed whilst engaged in
any way whatsoever by the Company (collectively referred to as
the CONFIDENTIAL INFORMATION).
(b) The Contractor must not use or attempt to use the Confidential
Information in any manner which will or may cause or be
calculated to cause injury or loss to the Company or the 30DC
Group.
(c) During the Engagement, the Contractor must use its best
endeavours to prevent the unauthorised disclosure of any of
the Confidential Information by or to third parties.
(d) The provisions of clauses 9(a) and 9(b) of this Agreement will
continue to apply after termination of the Engagement without
limitation in point of time but will cease to apply to
information or knowledge which may come into the public
domain, other than by breach by the Contractor of this
Agreement.
(e) Since any breach of the provisions of clauses 9(a), 9(b) and
9(c) of this Agreement may diminish the value of the
Confidential Information, the Contractor acknowledges that the
Company, for itself and on behalf of the 30DC Group, will be
entitled to equitable relief, including but not limited to
injunctive relief and specific performance, without showing or
proving actual damages sustained by the Company or the 30DC
Group and the Contractor also acknowledges that the Company
and the 30DC Group will also be entitled to money damages.
10. CONFLICT OF INTEREST
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(a) The Contractor must at the earliest opportunity, disclose in
writing to the Board any financial, legal, professional or
personal interest that may conflict with its provision of
services under this Agreement or with the business of the
Company and the 30DC Group.
(b) The Contractor may, with the prior written consent of the
Board, engage in activities outside the Engagement where:
(i) the Contractor's involvement in such activities does
not affect its provision of services under this
Agreement;
(ii) there is no conflict of interest;
(iii) there is no inconvenience to the Company; and
(iv) no Company property or resources are used for such
activities without express permission of the Board.
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11. TERMINATION
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11.1 RESTRICTION ON TERMINATION
Subject to the provisions of clause 11.2, this Agreement may not be
terminated by either party during the 24 Month period commencing on the
Commencement Date.
11.2 BY THE COMPANY WITHOUT NOTICE
(a) Where the Board decides to terminate the Engagement for
reasons specified in this clause, it may do so by giving
notice effective forthwith and without payment of any
remuneration, allowances or incentives of any nature, other
than as accrued to the date of termination. Termination
without notice may occur in circumstances where the
Contractor:
(i) fails to provide services or becomes unable to
provide the services under this Agreement for a
period of not less than one Month or any periods
aggregating not less than one Month in any period of
12 Months;
(ii) is guilty of any serious or wilful misconduct; or
(iii) is charged with any criminal offence which in the
reasonable opinion of the Board brings the
Contractor, the Company or the 30DC Group into
serious disrepute.
(iv) wilfully violates U.S. securities laws.
11.3 BY THE COMPANY WITH NOTICE
After the initial 24 month restriction on termination, the Company may
terminate the Engagement at any time by giving six Months' notice in
writing to the Contractor.
11.4 BY THE CONTRACTOR WITH NOTICE
After the initial 24 month restriction on termination, the Contractor
may terminate the Engagement by giving six Months' notice in writing to
the Company. If the Contractor does not give the required period of
notice then the Company may withhold money equivalent to the
Contractor's remuneration for the shortfall in the required period of
notice, on the basis that amount be forfeited by the Contractor to the
Company.
11.5 CONSEQUENCES OF TERMINATION
Where either the Contractor or the Company gives notice of termination
of the Engagement, on the date that notice is given or at any time
after that during the currency of the notice, the Company may do either
of (a) or (b) below:
(a) pay the Contractor a lump sum equal to at least the total of
all amounts that, if the Engagement had continued until the
end of the required period of notice, the Company would have
become liable to pay to the Contractor because of the
Engagement continuing during that period. If the Company makes
that payment then the Engagement terminates on tender by the
Company to the Contractor of that lump sum; or
(b) require the Contractor to no longer provide services to the
Company (for the balance of the period of the notice).
(c) For the avoidance of doubt, termination notice also terminates
the officer's position on the date thereof without
resignation.
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11.6 BOARD REACTION TO TERMINATION
If at any time either the Company or the Contractor gives the other
notice of termination of the Engagement, the Board will immediately be
entitled to:
(a) appoint, with effect from such date as may be designated by
the Board, another contractor to provide the services that
were being carried out by the Contractor immediately prior to
the date upon which any such notice of termination is given;
and
(b) require the Contractor to assist any contractor or person
appointed to provide the services as the Board may deem
necessary and for such period within the six Month period of
notice as the Board may determine to ensure an orderly
handover of the Contractor's services to the replacement
provider.
11.7 RETURN OF COMPANY PROPERTY
The Contractor expressly covenants that it shall immediately upon the
termination of the Engagement deliver up to the Company all
correspondence, documentation, specifications, papers, records
(including for the avoidance of doubt all records held in electronic
format) and all other property of the 30DC Group which may be in its
possession or under its control and the Contractor warrants that no
copies of any such correspondence, documentation, specifications,
papers, records or other property shall be retained by them.
12. Reengagement
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12.1 REENGAGEMENT
Subject to clause 12.2:
(a) at least six Months prior to the expiration of the Term, the
Company and the Contractor shall confer with the view to
reaching agreement as to whether the Contractor shall be
re-engaged for a further term, and if so, on the terms for re-
engagement; and
(b) each party shall advise the other no later than four Months
(or such other period as may be agreed in writing) prior to
the expiration of the Term of their decision regarding re-
engagement pursuant to clause 12.1(a).
12.2 FURTHER AGREEMENT
(a) Upon agreement in relation to re- engagement of the Contractor
in accordance with this clause 12 the Contractor shall enter a
further agreement on termination or completion of this
Agreement;
13. GRIEVANCE AND DISPUTE RESOLUTION PROCEDURE
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13.1 DISPUTE
If any dispute arises out of this Agreement (DISPUTE), a party to the
Agreement must not commence any court or arbitration proceedings unless
the parties to the Dispute have complied with the following provisions
of this clause 13, except where a party seeks urgent interlocutory
relief.
13.2 NOTICE OF DISPUTE
A party to this Agreement claiming that a Dispute has arisen out of or
in relation to this Agreement must give written notice (NOTICE) to the
other party to this Agreement specifying the nature of the Dispute.
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13.3 DISPUTE RESOLUTION
If the parties do not agree within seven days of receipt of the Notice
(or such further period as agreed in writing by them) as to the:
(a) dispute resolution technique (e.g. expert determination) and
procedures to be adopted;
(b) timetable for all steps in those procedures; and
(c) selection and compensation of the independent person required
for such technique,
the parties must mediate the Dispute in accordance with the mediation
rules of the State of Delaware, United States of America and the
mediator will be selected by the Superior Court of Delaware, United
States of America from the Superior Court's Mediator's list.
14. NOTICES
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(a) A party must ensure that a notice it sends under this
Agreement is in writing.
(b) Subject to the requirements for service in any relevant
legislation, a notice is deemed to be given:
(i) if sent by hand, at the time of delivery;
(ii) if sent by facsimile transmission, at the time
recorded on the transmission report;
(iii) if sent by e-mail, subject to the sending party
receiving proof of a successful transmission, on the
Business Day it is sent;
(iv) if the notice is sent by prepaid post, seven Business
Days after posting; and
(v) if the notice is sent by registered mail, seven
Business Days after the sender sends the notice.
(c) Clause 14(b)(ii) does not apply if:
(i) the intended recipient promptly informs the sender
that the transmission was received in an incomplete
or garbled form; or
(ii) the transmission report of the sender indicates a
faulty or incomplete transmission.
(d) If delivery or receipt is not on a Business Day or if receipt
is later than 5.00 pm, local time at the place of delivery,
then the notice is deemed to have been delivered and received
on the next Business Day.
(e) Subject to clause 14(g), a party must address a notice as
follows:
If to the Contractor:
Address: Jesselton Limited
c/o Oneworld Ltd, Global Business Services,
00 Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx Xxxxx,
XX Xxx 00000, Xxxxxxx 0000, Xxxxxx
Email: xxxxxxxxxxxx@xxxxxxx.xxx.xx
Attention: Xxxxx Xxxxxx
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If to the Company:
Address: 30DC, INC.
00 Xxxxxxxxx Xxxx
Xxxxxx Xxxxx XXX 0000
XXXXXXXXX
Email: xxxxxx@xxx.xxx
Attention: Xxxxxx Xxxx
(f) A party must notify the other party that it has changed its
address.
(g) A party must send a notice to the other party's last notified
address.
(h) Despite anything in this clause 14, a party does not
effectively send a notice if that party knows that the
intended recipient will not see the notice for the whole or a
substantial part of the period in the notice.
15. GENERAL PROVISIONS
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15.1 GOVERNING LAW
This Agreement is governed by the laws of the State of Delaware, United
States of America.
15.2 ENTIRE AGREEMENT
(a) This Agreement contains the entire understanding between the
parties in relation to its subject matter.
(b) There are no express or implied conditions, warranties,
promises, representations or obligations, written or oral, in
relation to this Agreement other than those expressly stated
in it or necessarily implied by law.
15.3 NO RELIANCE
The Contractor acknowledges that it has entered into this Agreement
without relying on any representation by the Company.
15.4 NO WAIVER
(a) No failure, delay, relaxation or indulgence by a party in
exercising any power or right conferred upon it under this
Agreement will operate as a waiver of that power or right.
(b) No single or partial exercise of any power or right precludes
any other or future exercise of it, or the exercise of any
other power or right under this Agreement.
15.5 SEVERABILITY
If any provision of this Agreement is invalid, void or unenforceable,
all other provisions which are capable of separate enforcement without
regard to an invalid, void or unenforceable provision are and will
continue to be of full force and effect in accordance with their terms.
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15.6 BINDING NATURE
This Agreement binds and inures for the benefit of the parties, their
respective successors (including, in the case of natural persons, their
legal personal representatives) and permitted assigns.
15.7 NO VARIATION
This Agreement may not be varied except by written instrument executed
by the parties.
15.8 NO ASSIGNMENT
The Contractor may not without the prior written consent of the Company
assign or encumber all or any part of its rights under this Agreement
or attempt or purport to allow another entity to assume the
Contractor's obligations under this Agreement.
15.9 COUNTERPARTS
(a) The parties may execute this Agreement in two or more
counterparts.
(b) The parties deem that each counterpart is an original.
(c) All counterparts together constitute one instrument.
15.10 EXTENT THAT THE LAW PERMITS
The terms of this Agreement apply to the extent the law permits.
15.11 SPECIFIC PERFORMANCE
The parties agree that:
(a) damages for breach of this Agreement are inadequate; and
(b) a party is entitled to specific performance or injunctive
relief or both.
15.12 CUMULATIVE RIGHTS
A party's rights under this Agreement are in addition to the rights of
the parties at law.
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SCHEDULE
ITEM 1 1st July 2009
Commencement Date
ITEM 2
Term The period of three years from the
Commencement Date
ITEM 3
Key areas of responsibility The Contractor's key areas of responsibility
will include:
1. devoting time and attention to the
business and to the conduct of the
affairs of the Company and the 30DC
Group, as directed;
2. using its best and reasonable
efforts to promote the interests of
the Company, the 30DC Group and
associated entities to aid the
profitable operation of the Company
and the 30DC Group;
3. to make available Xx. Xxxxxxx Xxxxx
to act as Chief Operating Officer
of the Company as approved and
subject to the direction and
requirements of the Chief Executive
Officer and the Board of Directors;
and
4. any other services the parties may
agree upon from time to time.
ITEM 4
Engagement Cost US$200,000 PER ANNUM
ITEM 5
Performance Bonus If the revenue of the 30DC Group in any year
of the Engagement calculated from the
Commencement Date is doubled, the Company
shall issue to the Contractor that number of
shares in the Company comprising 50% of the
Engagement Cost.
The Contractor will be entitled to
participate in any stock option plan adopted
by the Company on listing on the OTC
Bulletin Board.
The Contractor will be entitled to other
such benefits and incentive payments, as may
be deemed appropriate by the Company and the
30DC Group.
-13-
CONTRACT FOR SERVICES AGREEMENT
--------------------------------------------------------------------------------
EXECUTED AS AN AGREEMENT
SIGNED SEALED AND DELIVERED for and on behalf of )
30DC, INC. by authority of the directors in the )
presence of: )
................................... ......................................
Secretary/Director Director
................................... ......................................
Name (please Print) Name (please Print)
SIGNED by JESSELTON LIMITED )
in the presence of: )
................................... ......................................
Signature of Witness Signature of JESSELTON LIMITED
................................... ......................................
(Print) Name of Witness Address
-14-
