Telephone: (714) 740-0601 SVMI - CEO AGREEMENT STRATEGIC ADVISORY BOARD AGREEMENT
Exhibit
10.1
SaviCorp
|
Nevada
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00-0000000
|
|
(State
of jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification
Number)
|
0000
Xxxx Xxxxxxx Xxx., #000, Xxxxxxx Xxxxxxxxxx 00000
Telephone:
(000) 000-0000
SVMI
- CEO AGREEMENT
STRATEGIC
ADVISORY BOARD AGREEMENT
____________
____________ ____________ ____________
____________
____________ __________
CORPORATION
NAME:
SAVI
MEDIA GROUP, INC.,
ET. AL SaviCorp
(SVMI)
CONTRACTURAL
AGREEMENT BETWEEN THE SVMI
CORPORATION
AND THE ADVISOR / PARTNER:
The
purpose of this document is to define the terms of a corporate agreement that
is
hereby negotiated between SaVi Media Group (hereafter the Company) and
Xxxx
Xxxxxxx
- CEO.
The
undersigned hereby specify that they possess legal authority to negotiate in
good faith on behalf of SaVi Media Group, Inc., and Xxxx
Xxxxxxx
- CEO.
respectively, and that all SVMI agreements dated prior to this latest agreement
are all null & void. Any Copy of this Agreement along with its respective
signatures shall so be deemed as an original. This agreement is a consultant
agreement and therefore all parties involved shall be deemed as independent
contractors and will pay his / her own taxes on a 1099.
The
undersigned hereby specify that they are receiving confidential and proprietary
information that is necessary to facilitate these negotiations and that they
and/or their assignees and affiliates are prohibited from divulging this
information to any party prior to receiving approval from the other party.
Additionally, both parties acknowledge that they are bound by all applicable
SEC
regulations regarding this proprietary information including prohibitions
against executing free market transactions based upon this confidential
information and shall acknowledge this agreement as a non-disclosure and
non-circumvent contract.
In
the
unlikely event that a party violates any terms of this agreement, the
undersigned hereby acknowledges that legal recourse may be pursued only by
an
SVMI Board approved mandatory binding arbitration and thus waves all rights
to
any outside local or international court of law or any outside judicial system
including its attorneys and/or any other appointees. Upon the demand of either
party, any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, or that arises
out
of the relationship of the parties shall be resolved by mandatory binding
arbitration in either the state of Nevada or the State of California, but not
both.
Binding
modifications of this agreement may be made in writing with signatures from
both
parties ____ / ____
1
SVMI
- CEO AGREEMENT
STRATEGIC
ADVISORY BOARD AGREEMENT
1)
Partnership
agreement. CEO
/ ADVISOR
/ PARTNER -
Xxxx
Xxxxxxx will
provide…
A-
General
Advisory Services. The
SVMI Corporation has requested the profundity of an Advisory / Partner Board.
The Advisor has agreed to render advice on issues of general corporate strategy,
new business development, capital recruitment, potential acquisitions or
partnerships, and to advise the Company and Board of Directors on ad hoc matters
(the Services).
B-
Hold the position of…
Chief
Executive Officer / President:
As
CEO / President, you shall implement all the aspects of the organization's
policies, objectives, and initiatives. You shall be responsible for bringing
assistance to the short- term liquidity and capital requirements as well as
assisting the long-term profitability and growth of the company. You shall
be a
model to the general populace and demonstrate leadership expertise in the
variety of the position’s concepts, practices, procedures, and marketing
ventures. You shall rely on your extensive experience, judgment, and exemplary
motivational skills to plan and accomplish corporate goals. A wide degree of
creativity and latitude is expected along with the ability to perform a variety
of tasks and to lead and direct the work of others. As an Officer of the Company
you shall Report to the Corporate Board of Directors.
Job
description duties;
|
1.
|
Identify,
develop and direct the implementation of business strategy and capital
recruitment
|
|
2.
|
Plan
and direct the organization’s activities to achieve stated/agreed targets
and standards for financial and trading
performance, quality, culture, legislative adherence, venture
capital, and equity
funding.
|
|
3.
|
Provide
strategic thought leadership and support for the marketing and sales
division of the corporation and assist in opening new markets as
an
integral part of the corporate executive team
|
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4.
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Direct
functions and performance via the executive and sales teams and initiating
and maintaining activities to finance the corporation
|
2
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5.
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Maintain
and develop organizational culture, values and reputation in its
markets
and with all staff, customers, suppliers, partners and regulatory/official
bodies
|
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6.
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Report
to shareholders/parent board on organizational plans and performance
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7.
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Execute
the responsibilities of a company officer according to lawful and
ethical
standards
|
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8.
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If
necessary act as the organization’s representative in its dealings with
the outside world
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9.
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Crusade
the ideals of the company and supply vision and imagination at the
highest
level
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10.
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Develop
strategies and implementation plans to launch new products, establish
multiple leads generators, consistently acquire new vendor outlets,
assist
in opening new markets, and if necessary launch campaigns for designated
capital recruitment and strategic financing.
|
X_/s/
MARIO PROCOPIO_Date 8-30-2006
SAVI
- AUTHORIZED PERSONNEL
X_/s/
XXXX XXXXXXX
Date 8-30-2006
ADVISOR
/ PARTNER - Xxxx
Xxxxxxx
3
SVMI
- CEO AGREEMENT
STRATEGIC
ADVISORY BOARD AGREEMENT
SAVICORP:
Savi Media Group will provide…
A- A
CEO / President Position and a directors seat on the SVMI - Advisory Board
along
with 5,000,000 (Five-Million) shares of Common 144 -Restricted, SVMI - Company
Stock
issued to the Advisor / Partner due after the position is accepted. Also the
privilege to request from the Board (once every quarter) a right to purchase
shares of Common 144 -Restricted, SVMI - Company Stock at a 20% discount of
the
asking price. (Price
is to be averaged over the previous 5 ledger days of operation and the board
of
directors will determine the aggregate maximum amounts to be available for
each
quarterly period.)
B- A
$10,000.00 Dollars per month salary / consultant fee given along with the
privilege of
Board approved annual incremental increases for the CEO / President Position.
This arrangement shall remain in effect as long as SVMI is a capitalized
corporation and along with a full submission to the By - Laws and Articles
of
Savi Media Group, Inc. A Golden Parachute will be administered if the company
fails or is sold. (This
Monthly pay out is presumed to begin September 1st
-
2006 but may be delayed no more than 90 days thereafter, if the company
infrastructure is not adequately set in place or if there is deficient
capital.)
C- The
CEO / Consultant shall receive the opportunity to distribute company
stock and
as such the Company and Consultant agree that the Consultant shall receive
from
the Company a fee
of Seven and a Half percent (7.5%) of the money received for shares of Company's
restricted stock sold to qualified and accredited investors only. These
accredited investors must have at least a (One-million dollar individual
net-worth or a joint NET-WORTH
with that person’s spouse. All investment capital shall be earmarked for SAVI
Media Group Inc., and its related expenditures, and also for debt retirement.
As
the purchaser of these particular shares there is a consultant who in this
agreement and in conjunction with these shares is Xxxx
Xxxxxxx,
who shall receive from the Company a fee of Seven and a half percent (7.5%)
of
the money received for the direct sale of these shares of the Company's
restricted stock. An
additional (5%) can be given if a team or partnership is utilized of which
the
partnership may split the commission with the original consultant of which
shall
be the maximum of (12.5%) paid out commissions to the consultant and his
team. This
agreement is for obtaining no less than $100,000 of stock sold at the
board-approved price. The Consultant is deemed an independent contractor and
will on a 1099 or however the company deems suitable shall pay his own taxes.
The Consultant knows that the Company Shares are offered and exchanged pursuant
to exemptions from registration and the Securities Act of 1933, and state
securities law based, in part, on these warranties and representatives, and
therefore the Company Shares to be exchanged hereby shall not be offered to
any undersigned
Investor by way of general solicitation or general advertising and at no time
to
be presented with or solicited by means of any leaflet, public promotional
meeting, circular, newspaper or magazine article, radio or television
advertisement, or by any other venue not in compliance with S.E.C. and N.A.S.D.
rules and regulations.
4
D- The
CEO / Consultant shall receive the opportunity for Commissions on Sales, Team
Override Commissions, Corporate Bonuses, and Profit
Sharing:
Savi
Media Group agrees to pay the CEO / Consultant a commission on all direct sales
initiated by the consultant in the amount of 2.50 % and a 1.50% commission
based
on replenishment orders from all direct sales initiated by the consultant.
The
CEO / Consultant will also obtain a team override commission of 1.10% on all
the
Sales Teams initial sales of the SVMI approved Trading Partners in the approved
market channels within all territories: In addition the CEO will participate
in
Corporate Bonuses and profit Sharing as determined by the Board of Directors.
Take note that the commission on direct sales will equal the net invoice price
times the commission percentage set forth below:
|
o
|
“Net
invoice price,” as used in this agreement, means the gross amount of
invoices rendered to the trading partners, less invoice deductions
(terms,
opening order allowance, guaranteed rebate, etc). Final definition
of
invoice deductions will be specific to each trading partner and will
be
outlined in the sales and marketing plan as produced by the Consultant
and
agreed to by Savi Media
Group.
|
|
o
|
COMMISSION
SCHEDULE:
|
| o | New Account Opening Order: | 2.50% | |
| Replenishment Orders: | 1.50% | ||
| Team Override commissions: | 1.10% |
| Corporate Bonuses: |
(Determined
by the Board of Directors Quarterly = 0-1.0%)
|
||
| Profit Sharing: | (Determined by the Board of Directors Quarterly = 0-1.0%) |
(This
arrangement shall remain in effect as long as SVMI is a capitalized
corporation)
|
o
|
Opening
Orders = 2.50%
|
|
o
|
1.5% payable
within 15 days of receipt of PO
|
|
o
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1.0% payable
by the 15th
day of the month following the month during which an invoice is billed
and
than paid. (Same
schedule as Replenishment Orders)
|
|
o
|
Ongoing
Replenishment Orders = 1.50%
1.5%
payable by the 15th
day of the month, following the month during which
an invoice is billed and
paid.
|
EXAMPLES:
Opening
Orders by Various Trading Partners (accounts) within the territory are placed
in
early July totaling $12,500,000. The orders are posted for Ship Dates in
September.
Net
Invoice Value of the orders is $10,000,000, due to terms and opening order
allowances for several of the accounts. Therefore, commission accrues on
$10,000,000 in sales.
| < Opening Orders: 2.50% > | $12,500,000 |
| Net Invoices: (less deducts) | $10,000,000 |
|
1.5%
payable July:
|
($150,000) |
|
1.0%
payable Oct 15th:
|
($100,000) |
5
In
October, current Trading Partners place Replenishment orders of $12,500,000
for
standard ship (5 day lead). Net Invoice Value is $10,000,000 due to terms of
payment:
| < Replenishment Orders: 1.50% > |
$12,500,000
|
|
Net
Invoice (less deducts)
|
$10,000,000
|
|
|
|
|
1.5%
payable Nov 15th:
|
($150,000) |
ADDITIONAL
EXAMPLES:
Team
Override commissions:
1.10%
All
generated Corporate Annual Sales = (Net) $100 Million
Dollars
Team
override commission
from the corporation given to the CEO = $1,100,000.oo
Corporate
Bonuses:
1.00% Annual
- (Determined by the Board of Directors Quarterly =
0-1.0%)
All
generated Corporate Annual Sales = (Net) $100 Million
Dollars
Corporate
Bonus
from the corporation given to the CEO = $1,000,000.oo
Profit
Sharing:
1.00% Annual
- (Determined by the Board of Directors Quarterly =
0-1.0%)
All
generated Corporate Annual Sales = (Net) $100 Million
Dollars
Profit
Sharing
from the corporation given to the CEO = $1,000,000.oo
______________________________________
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6
SVMI
- CEO AGREEMENT
STRATEGIC
ADVISORY BOARD AGREEMENT
INDEMNIFICATION
and EXECUTIVE PRIVILEGE
Contingencies:
Both
the undersigned Consultant or Employee and the Savi-Companies agree that
the BY
- LAWS and ARTICLES of (SVMI) Savi Media Group, Inc shall in every written
or
verbal agreement take precedence over all past, present, and future agreements,
contracts, relationships, additional or any implied agreements, contracts,
and
any type of relationshp and shall be adhered to in all circumstances for the
duration of all direct and indirect relationships with Savi Media Group and
it’s
Officers, Directos, Constituents, and Shareholders. Both the undersigned
Consultant or Employee and the Savi-Companies shall indemnify and hold each
other harmless from all costs and expenses, including reasonable attorney's
fees, incurred by the Consultant or Company as a result of a breach or any
omission hereof by the undersigned Company or Consultant or Employee. The
undersigned parties hereto hereby agree to indemnify and hold harmless each
other the undersigned party, both the Consultant and the Company - SaVi Media
Group, Inc., the Attorneys and Auditors, including their owners, partners,
employees and consultants, from and against any and all losses, claims,
damages,
obligations, assessments, penalties, judgments, awards, omissions, and any
and
all other liabilities (collectively, "Liabilities"). Further, all of the
representations and warranties of the undersigned Consultant or Company
contained herein and all information furnished by the undersigned Company to
the
Consultant and vice versa are true, correct and complete in all respects, and
both the undersigned Consultant or Employee agrees to notify SVMI immediately
of
any change in stock position, or any representation, warranty or other
information set forth herein.
In
addendum, the Consultant or employee will additionally agree to abide by all
U.S. Federal and State laws, will sign and abide by a Confidentiality Agreement,
and will conduct him / her self in every way that is legal, ethical, and moral
or Savi Media Group may hold the consultant / employee liable and require
restitution from any damages due to intentionally breaking the law and / or
deliberately harming and / or breaking agreements with Savi Media Group of
which
shall include reasonable legal fees if incurred. The Consultant or employee
shall also be deemed an independent contractor and will not hold Savi Media
Group liable for any Insurance benefits, xxxxxxx’x comp claims, any type
medical, etc. The Consultant / Advisor or Employee shall bear their
out-of-pocket costs and expenses incident to performing the Consulting Services,
with a right of reimbursement from the Company if such expenses are pre-approved
by the Company and if SaviCorp is adequately
capitalized. THE
ADVISOR / PARTNER IS RESPONSIBLE TO CONSULT HIS OWN FINANCIAL, TAX, AND LEGAL
ADVISORS, SEPARATE FROM SVMI, AND IN ACCORDANCE WILL PAY ALL TAXES INCURRED
BY
CONSULTANT FEES, SALARIES, PAY OUTS OF ANY KIND, THE GRATIS AND/OR DISTRIBUTION
OF 144 OR ANY -TYPE SHARES OF STOCK AND SHALL BE DONE PROMPTLY WHEN TAXES BECOME
DUE AND PAYABLE. Tax
liabilities shall be…
7
implemented
on a 1099 and paid out thereto or however the company deems suitable to pay
his
/ her own taxes or they may donate the proceeds to any charitable organization
or foundation or they may rescind this compensation and have the company
directly donate the proceeds to any charitable organization and / or
foundation. Concerning
severability, every provision of this Agreement is intended to be severable.
If
any term or provision hereof is deemed unlawful or invalid for any reason
whatsoever, such unlawfulness or invalidity shall not affect the validity of
this Agreement. SAVI
MEDIA GROUP, & ALL ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY
UNAUTHORIZED EXPENSES OR TAXES INCURRED BY THE CONSULTANT. SAVI MEDIA GROUP,
& ALL ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT, OR
ANY ACT TAKEN OR OMITTED IN GOOD FAITH, ANY MISTAKE OF THE LAW, OR ANY MISTAKE
OF FACT. ____
/
____
------------------------------------------------------
------------------------------------------------------
Confidentiality
Agreement Accepted:
Confidential Information. As used in this Agreement,
Confidential Information means all nonpublic information disclosed by or
relating to the Corporation that is designated as confidential or that, given
the nature of the information or the circumstances surrounding its disclosure,
reasonably should be considered as confidential. Confidential Information
includes, (1) all nonpublic information relating to the Corporation’s
technology, customers, business plans, promotional and marketing activities,
finances and other business affairs, and (2) all third-party information that
the Corporation is obligated to keep confidential. Confidential Information
may
be contained in tangible materials, such as drawings, data, specifications,
reports and computer programs, or may be in the nature of unwritten knowledge
gathered from SVMI-Corporate Board or Staff Meetings.
Non-Circumvention
Accepted:
While neither party shall be obliged by this Agreement to consummate a business
transaction with the other Party, the confidant further warrants, covenants,
and
agrees as follows: a. Not
to circumvent or attempt to circumvent or permit another, directly or
indirectly, to circumvent the proprietary rights of the Company in any way;
b.
Not to claim, assign, transfer, or interfere with any rights, title, or interest
to or in any Proprietary Information disclosed by the Company under this
Agreement. Nothing in this Agreement shall be construed as granting any license,
patent, copyright, or trademark rights; and c. Not
to use the Proprietary Information disclosed by the Company for anything except
the Intended Purpose, nor to use such Proprietary Information for independent
development, nor to use it directly or indirectly with any third party or
parties, all of which non-circumvention obligations shall permanently survive
this Agreement.
BOTH
THE CORPORATION AND THE CONSULTANT HEREBY ACKNOWLEDGE THAT THE PROCESS BY WHICH
THE ADVISOR / PARTNER PRODUCES SAID STRATEGIC MARKET PLANS AND / OR METIER
ADVICE INCLUDES PERMISSION TO SAVI MEDIA GROUP (SVMI) TO MAKE PUBLIC THAT THE
ADVISOR / PARTNER DID JOIN THE SVMI TEAM AND ADVISORY BOARD AND WITH THE OFFICE
HELD ALONG WITH ALL THE ACTIVITES HEREIN LISTED AS PUBLIC
KNOWLEDGE.
X_/s/
MARIO PROCOPIO_Date 8-30-2006
SAVI
- AUTHORIZED PERSONNEL
X_/s/
XXXX XXXXXXX
Date 8-30-2006
ADVISOR
/ PARTNER - Xxxx
Xxxxxxx
8
SVMI
- CEO AGREEMENT
STRATEGIC
ADVISORY BOARD AGREEMENT
Miscellaneous. This
Agreement constitutes the entire agreement between the parties concerning this
Agreement and any subject matter herein, and may not be amended, modified,
or
waived except in writing signed by the parties. This Agreement shall inure
only
to the benefit of the parties hereto and their successors and permitted assigns,
and may not be assigned by either party without the other party’s prior written
consent. Should any clause or portion of this Agreement be deemed invalid,
void,
or otherwise unenforceable, the remainder of this Agreement shall remain in
full
force and effect as written. The length of this Agreement will continue as
an
ongoing agreement with a minimum period of six (6) months commencing on the
date
of final signatures of authorization for this agreement by the Parties.
Following the six (6) month guarantee period as defined in the length of
agreement, either party may dissolve this agreement with a 60 day written
notice. In the event of a dissolved agreement, the effective termination date
shall be defined as 60 days after the terminated party receives written notice
and all subsequent residual income, commissions, salaries, financial
liabilities, or varied debts of any kind owed to the consultant / employee
will
be eradicated and terminated. This Agreement may be signed in multiple
counterparts, each of which taken together shall constitute one and the same
instrument. Facsimile signatures shall have the effect of delivered originals.
This written agreement shall note the express acceptance of all its parts from
both parties and shall constitute a valid and binding Agreement between SaVi
and
Xxxx
Xxxxxxx
as of the date below.
IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and faxed to
SVMI
Corporate Office @ Fax # 000-000-0000,
Executed
on the 28thDay
of August,
2006.
SAVI
MEDIA GROUP, INC., ET AL
X_/s/
MARIO PROCOPIO_Date 8-30-2006
SAVI
- AUTHORIZED PERSONNEL
X_/s/
XXXX XXXXXXX
Date 8-30-2006
ADVISOR
/ PARTNER - Xxxx
Xxxxxxx
9
