Services Agreement
Exhibit
10.3
Chief
of Staff
THIS AGREEMENT made as of the 14th day of
November,
0000
X
X X X X X X:
River Star, LLC, or
nominee,
(the
“Chief of Staff”)
- and
-
XxxxXxXxxxxxxxXxx.xxx,
a Michigan Corporation;
And,
any Subsidiary entities of
XxxxXxXxxxxxxxXxx.xxx
(the
“Company”)
IN CONSIDERATION OF the mutual
covenants, terms and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
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1.
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Services.
The Chief of Staff shall assist and advise the executives of the
corporation, during the Term (as defined below) and provide the following
services (the “Services”) to the Company, at such times as the Company may
reasonably request:
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1.
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Assist
with Business Development;
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2.
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Assist
with SEC or regulatory compliance
matters
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3.
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Liaise
with legal and accounting professionals acting on behalf of the
company;
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4.
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Advise
on potential mergers and acquisitions as the opportunities may
arise;
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5.
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Liaise
with corporate finance groups;
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6.
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Assist
with any required Due Diligence matters;
and
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7.
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Provide
other such services to Company to assist them in achieving their specific
operational, financial and growth needs as requested and agreed upon
between the parties.
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1
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2.
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Compensation.
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(a)
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the
Company shall pay to the Chief of Staff the sum of Seven
Thousand Five Hundred ($7,500) Dollars per month for each month of the
term (as hereinafter defined) of this agreement, with the first of such
payments due upon signing of this
Agreement.
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(b)
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The
Company shall pay a comparable and standard bonus to the Chief of Staff
for any capital raises that occur during the term of this contract.
Company hereby agrees that the bonus shall due and payable immediately
upon the Company receiving funds as a result of any capital
raises.
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(c)
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The
Company shall issue the Chief of Staff shares in the Company, in an amount
equivalent to Two Hundred and Fifty Thousand ($250,000.00) Dollars as soon
as practicable following the execution of this agreement, and
shall deliver these shares to the Chief of Staff immediately upon any
public registration of the company’s
stock;
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(d)
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Chief
of Staff shall be an Advisor to the Board of Directors effective
immediately, and shall be nominated as a non-executive member of the Board
of Directors during the first term of this
Agreement. Chief of Staff shall participate in all Board
of Director Compensation once
elected.
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(e)
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The
Company shall reimburse the Chief of Staff for all reasonable expenses
incurred in connection with its services regarding this
Agreement.
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The
Company shall pay to the Chief of Staff the amount owing for each month, in
advance, on the 10th day of
each month for the term of this agreement. The Company shall pay all amounts as
called for herein to such place as directed by the Chief of Staff.
Upon
termination of this Agreement for any reason and upon request of the Company,
the Chief of Staff shall deliver to the Company all written or descriptive
matter which has been developed, maintained or copied by the Chief of Staff in
furtherance of this Agreement, or which may contain Confidential Information (as
defined below), including, but not limited to drawings, files, lists, plans,
blueprints, papers, documents, tapes or any other such media. The Chief of Staff
shall secure all such written or descriptive matter in locked files at all times
to prevent their loss or unauthorized disclosure, and to segregate Confidential
Information at all times from the material of others. In the event of loss or
destruction of any such written or descriptive matter, the Chief of Staff shall
promptly notify the Company of the particulars of the same in
writing.
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Company
also agrees that any relationship brought to the Company by the Chief of Staff
is the property of the Chief of Staff. Further, any fund, fund manager or other
financial, legal, or other person or specialist brought to the Company by the
Chief of Staff and any funding brought to the Company by any such person
entitles the Chief of Staff to the bonus listed in Section 2(b)
above.
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4.
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Confidential
Information.
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(a)
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For
the purposes of this Agreement, the term “Confidential Information” means
all information disclosed to, or acquired by, the Chief of Staff, its
employees or agents in connection with, and during the term of this
Agreement which relates to the Company’s past, present and future
research, developments, systems, operations and business activities,
including, without limiting the generality of the
foregoing:
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(i)
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all
items and documents prepared for, or submitted to, the Company in
connection with this Agreement, and
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(ii)
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all
information specifically designated by the Company as
confidential;
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but shall
not include any information which was known to the Chief of Staff, its employees
or agents prior to the date hereof, or which was publicly disclosed otherwise
than by breach of this Agreement.
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(b)
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The
Chief of Staff acknowledges that pursuant to the performance of its
obligations under this Agreement, it may acquire Confidential Information.
The Chief of Staff covenants and agrees, during the Term and following any
termination of this Agreement, to hold and maintain all Confidential
Information in trust and confidence for the Company and not to use
Confidential Information other than for the benefit of the Company. Except
as authorized in writing by the Company, the Chief of Staff covenants and
agrees not to disclose any Confidential Information, by publication or
otherwise, to any person other than those persons whose services are
contemplated for the purposes of carrying out this Agreement, provided
that such persons agree in writing to be bound by, and comply with the
provisions of this paragraph. The Chief of Staff shall obtain similar
covenants and agreements to those contained in this paragraph for the
benefit of the Company from each of its employees or agents who are, or
may be, exposed to Confidential
Information.
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5.
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Warranties.
The Chief of Staff represents and warrants as
follows:
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(a)
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That
it is under no obligation or restriction, nor will it assume any such
obligation or restriction, which would in any way interfere or be
inconsistent with, or present a conflict of interest concerning the
services to be furnished by it under this
Agreement.
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(b)
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That
all items delivered to the Company pursuant to this Agreement are original
and that no portion of such items, or their use or distribution, violates
or is protected by any copyright or similar right of any third
party.
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(c)
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That
any information disclosed by the Chief of Staff to the Company is not
confidential and/or proprietary to the Chief of Staff and/or any third
party.
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The
Company represents, warrants and acknowledges as follows:
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(a)
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that
the Chief of Staff provides similar services to various other companies,
and that the time spent delivering services will vary depending on the
tasks at hand.
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(b)
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that
there is no specific time allotted to the Company's requirements by the
Chief of Staff;
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(c)
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that
the services to be provided to the Company will be provided as necessary,
in the Chief of Staffs sole
discretion.
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6.
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Trade
Marks and Trade Names. Notwithstanding any other provision of this
Agreement, the Chief of Staff shall have no right to use the Trade Marks
or Trade Names of the Company or to refer to this Agreement or the
Services, directly or indirectly, in connection with any product, service,
promotion or publication without the prior written approval of the
Company.
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7.
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Notices.
All notices, requests, demands or other communications required by this
Agreement or desired to be given or made by either of the parties to the
other hereto shall be given or made by fax or email to the last known fax
or email address, and such communication shall constitute valid delivery
of any notice as required
hereunder.
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8.
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Chief
of Staff’s Agreement With its Employees. The Chief of Staff shall
have an appropriate agreement with each of its employees or others whose
services it may require, which Agreement shall be sufficient to enable it
to comply with all the terms of this
Agreement.
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9.
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Compliance
With Laws. The parties hereto and their officers, directors,
employees, and contractors agree that each shall comply with all
applicable laws, ordinances, regulations and codes in the performance of
its obligations under this Agreement. The parties hereto further agree to
hold each other harmless and indemnify each other against any loss or
damage to include reasonable legal or other solicitor’s fees that may be
sustained by reason of the failure of either party or their respective
employees, agents or subcontractors to comply with such laws, ordinances,
regulations and codes.
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10.
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Entire
Agreement. This Agreement sets forth the entire Agreement between
the parties hereto and replaces all previous Agreements in connection with
the subject matter hereof. No alteration, amendment or
qualification of this Agreement shall be valid unless it is in writing and
is executed by both of the parties
hereto.
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11.
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Severability.
If any paragraph of this Agreement or any portion thereof is determined to
be unenforceable or invalid by the decision of any court by competent
jurisdiction, which determination is not appealed or appealable, for any
reason whatsoever, such unenforceability or invalidity shall not
invalidate the whole Agreement, but the Agreement shall be construed as if
it did not contain the particular provision held to be invalid and the
rights and obligations of the parties shall be construed and enforced
accordingly.
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12.
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Further
Assurances. The parties hereto covenant and agree that each shall
and will, upon reasonable request of the other, make, do, execute or cause
to be made, done or executed, all such further and other lawful acts,
deeds, things, devices and assurances whatsoever for the better or more
perfect and absolute performance of the terms and conditions of the this
Agreement.
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13.
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Successors
and Assigns. The Chief of Staff may assign this Agreement or any
interest herein or subcontract the performance of any Services, at its
sole discretion to a Nominee, without the prior written consent of the
Company. This Agreement shall inure to the benefit of and be binding on
the heirs, executors, administrators, successors and permitted assigns of
the parties hereto.
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14.
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Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
Michigan.
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15.
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Relationship.
The Chief of Staff shall perform the Services as an independent
contractor. Nothing contained in this Agreement shall be deemed to create
any association, partnership, joint venture, or relationship of Company
and agent or employer and employee between the parties hereto or to
provide either party with the right, power or authority, whether express
or implied, to create any such duty or obligation on behalf of the other
party. The Chief of Staff also agrees that it will not hold itself out as
an affiliate of or partner, joint venturer, co-Company or co-employer with
the Company, by reason of the Agreement and that the Chief of Staff will
not knowingly permit any of its employees, agents or representatives to
hold themselves out as, or claim to be, officers or employees of the
Company by reason of the Agreement. In the event that the Company is
adjudicated to be a partner, joint venturer, co-Company or co-employer of
or with the Chief of Staff, the Company shall indemnify and hold harmless
the Chief of Staff from and against any and all claims for loss, liability
or damages arising therefrom.
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16.
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Construction.
In this Agreement, except as otherwise expressly provided, all words and
personal pronouns relating thereto shall be read and construed as the
number and gender of the party or parties referred to in each case require
and the verb shall be read and construed as agreeing with the required
word and pronoun.
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17.
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Headings.
The division of this Agreement into paragraphs and the use of headings is
for convenience of reference only and shall not modify or affect the
interpretation or construction of this Agreement or any of its
provisions.
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[REMAINDER
OF THIS PAGE INTENTIONALLY BLANK –
SIGNATURE
PAGE TO FOLLOW]
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.
Legal
Company Name:
_________________________________________________________
Complete
Legal Address:
_______________________________________________________
_____________________________________________________
Officer
or Chairman Name:
_____________________________________________________
(Print)
Signature
of CEO or Chairman: /s/ Xxxx
Xxxxxx
River
Star, LLC
By: /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Managing Director
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