INDEPENDENT CONTRACTOR AGREEMENT
Exhibit
10.1
This
Independent Contractor Agreement (“Agreement”) is entered into this day, the
28th of
August, 2004 between The Furia Organization d/b/a Fronthaul, Inc. (“Company”)
and _Michael
Alexander________________
(“Contactor”).
RECITALS
Contractor
desires to work for Company and is willing to provide services to the
Company.
Company
is willing to engage contractor as an Independent Contractor, and not as an
employee, on the terms and conditions set forth herein.
AGREEMENT
In
consideration of the forgoing and of the mutual promises set forth herein, and
intending to be legally bound, the parties hereto agree as follows:
| 1) |
Engagement
|
| a) |
Company
hereby engages Contractor to render services described in Exhibit A hereto
and other services that may be required by the
Company. |
| b) |
Contractor
hereby accepts the engagement to provide services to the Company on the
terms and conditions set forth herein. |
| 2) |
Term
|
| a) |
This
agreement commences on the date written above, and unless modified by the
mutual written amendment of the parties. |
| b) |
Company
may terminate this Agreement upon sixty (60) days written notice to
Contractor. |
| 3) |
Compensation |
| a) |
In
consideration of the services to be performed by Contractor, the Company
agrees to pay Contractor in the manner and amount set forth in the terms
and conditions of Exhibit A |
| b) |
All
out of pocket expenses incurred by Contractor shall be reimbursed by
Company to Contractor. |
| c) |
In
the event that either party terminates this contract for any cause,
company agrees to pay Contractor the sum of 5 years salary and stock
equivalent of not less than 5 million shares of preferred stock. Company
further agrees to pay Contractor a 10% profit share of all net revenues
gained from each of the Furia Organization’s
Subsidiaries. |
| 4) |
Independent
Contractor |
| a) |
The
relationship between Contractor and the Company is that of independent
contractor under a "work for hire" arrangement. |
| b) |
All
work product developed by Contractor shall be deemed owned and assigned to
Company. |
| c) |
Contractor
will not be eligible for any employee benefits, nor will the company make
deductions from fees to the Contractor for taxes or
insurance. |
| 5) |
Taxes |
| a) |
Contractor
agrees to pay all appropriate local, state, and federal
taxes |
| b) |
Contractor
will execute and deliver to Company any relevant tax
forms. |
| 6) |
Non-Disclosure |
Contractor
will execute Company’s standard Mutual Non-Disclosure Agreement
| 7) |
Indemnification |
| a) |
Contractor
hereby indemnifies and agrees to defend and hold harmless the Company from
and against any and all claims, demands and actions, and any liabilities,
damages or expenses resulting from, including court costs and reasonable
attorneys' fees, arising out of or relating to the services performed by
Contractor under this Agreement. |
| b) |
Contractor's
obligations under this paragraph 7 hereof shall survive the termination,
for any reason, of this Agreement. |
| 8) |
Entire
Agreement |
This
Agreement, contains the entire understanding and agreement between the parties
hereto with respect to its subject matter and supersedes any prior or
contemporaneous written or oral agreements, representations or warranties
between them respecting the subject matter hereof.
| 9) |
Amendment |
This
Agreement may be amended only by a writing signed by Contractor and by a
representative of the Company duly authorized.
| 10) |
Severability |
If any
term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held by a court of
competent jurisdiction to be invalid, unenforceable or void, the remainder of
this Agreement and such term, provision, covenant or condition as applied to
other persons, places and circumstances shall remain in full force and effect.
| 11) |
Rights
Cumulative |
The
rights and remedies provided by this Agreement are cumulative, and the exercise
of any right or remedy by either party hereto (or by its successors), whether
pursuant to this Agreement, to any other agreement, or to law, shall not
preclude or waive its right to exercise any or all other rights and
remedies.
| 12) |
Non-waiver |
| a) |
No
failure or neglect of either party hereto in any instance to exercise any
right, power or privilege hereunder or under law shall constitute a waiver
of any other right, power or privilege or of the same right, power or
privilege in any other instance. |
| b) |
All
waivers by either party hereto must be contained in a written instrument
signed by the party to be charged and, in the case of the Company, by an
executive officer of the Company or other person duly authorized by the
Company. |
| 13) |
Remedy
for Breach |
| a) |
The
parties hereto agree that, in the event of breach or threatened breach of
this Agreement, the damage or imminent damage to the value and the
goodwill of the Company's business will be inestimable, and that therefore
any remedy at law or in damages shall be
inadequate. |
| b) |
Accordingly,
the parties hereto agree that the Company shall be entitled to injunctive
relief against Contractor in the event of any breach or threatened breach
by Contractor, in addition to any other relief (including damages and the
right of the Company to stop payments hereunder which is hereby granted)
available to the Company under this Agreement or under
law. |
| 14) |
Assignment |
| a) |
This
Agreement may not be assigned by Contractor. |
| b) |
This
Agreement may be assigned by the Company in connection with a merger or
sale of all or substantially all of its assets, and in other
instances. |
| 15) |
Compliance
with Law |
| a) |
In
connection with services rendered hereunder, Contractor agrees to abide by
all federal, state, and local laws, ordinances and
regulations |
| b) |
In
connection with services rendered hereunder, Company agrees to abide by
all federal, state, and local laws, ordinances and
regulations |
| 16) |
Governing
Law |
This
Agreement shall be construed in accordance with, and all actions arising
hereunder shall be governed by, the laws of the State of Texas.
Exhibit
A
Description
of Services and Payment
Job
Description:
Contractor agrees to perform functions related to that of a Chief Executive
Officer and Chairman of the Board of Directors.
Compensation:
|
A. |
Salary
of $150,000 per year, with annual reviews and merit increases of no less
than 20-50% increase per year, depending upon performance of company, to
be determined by the Board of Directors. |
|
B. |
Xx.
Xxxxxxxxx’x stock shares shall never be less than 60% of outstanding
shares at any given time. |
|
C. |
Additional
Stock Options as awarded by the Board of
Directors. |
|
D. |
Performance
bonus based upon award of Board of
Directors. |
|
E. |
Company
vehicle will be provided. |
|
F. |
Cell
phone and services related to its use will be
provided. |
|
G. |
All
funds expended for the company shall be
reimbursed. |
|
H. |
Other
compensation not specifically outlined may be awarded upon direction of
Board of Directors. |
| COMPANY | CONTRACTOR | ||
| /s/ Xxxxxxx Xxxxxxxxx | /s/ Xxxxxxx Xxxxxxxxx | ||
|
|
| ||
| Name:
Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer Date: August 28, 2004 |
Name:
Xxxxxxx Xxxxxxxxx Date: August 28, 2004 |
