FORM OF PROPOSAL AND PROFESSIONAL SERVICES AGREEMENT BETWEEN Sub-Urban Brands, Inc. AND Joseph Noel
Exhibit
10.1
BETWEEN
AND
Xxxxxx
Xxxx
This
PROPOSAL AND AGREEMENT is made and entered into as of the 4th day of January,
2007, by and between Sub-Urban Brands, Inc. (“Sub-Urban Brands”), having its
principle office at 0000 Xxxxxxxx Xxxxxx Xxxxxxxx X, Xxx Xxxxxxx, XX 00000
and Xx. Xxxxxx Xxxx, (hereinafter called “Consultant”), an individual having his
principal place of business at 0000X Xxxxxx Xxxxx, Xxxxxxxx, Xx
00000.
Preliminary
Statement
Sub-Urban
Brands proposes to use the service of Consultant for such activities as mutually
agreed to between the parties.
Consultant,
by reason of knowledge, education, and/or experience, is capable of rendering
and does desire to render the services as described in paragraph 1
below;
Terms
and
Conditions
1.
Services to be Rendered
Consultant
shall render to Sub-Urban Brands professional investor relations services and
advice of such nature, for such purposes, and at such times as are mutually
agreed upon by the parties. The Statement of Work for Consultant’s services is
described in Exhibit A. Consultant shall not modify any provisions of this
Agreement without prior written consent of Sub-Urban Brands.
Consultant
shall render all services as an independent contractor and shall not be
considered an employee of Sub-Urban Brands for any purpose. Any and all
insurance that Consultant may desire shall be obtained and provided by
Consultant without cost or other obligation to Sub-Urban
Brands.
2.
Term
The
consulting services provided under this Agreement shall be performed, when
required by Sub-Urban Brands, during the period from January 4, 2007 to on
or
about January 4, 2008. This may be extended, if agreed upon by both parties
in
writing thirty (30) days prior to the expiration of the initial
term.
Sub-Urban
will have the option to cancel this contract for any reason with 30 day prior
written notice to Consultant.. If such cancellation occurs, Sub-Urban will
only
be responsible for payment up to the cancellation date.
3.
Payment
Sub-Urban
Brands shall pay Consultant a fee of six thousand dollar ($6,000) per month
while this contract is in effect plus up to three hundred thousand (300,000)
restricted shares of Sub-Urban Brands common stock during the term. One third
(1/3) of the shares will be issued upon execution of this agreement. An
additional one third (1/3) will be issued on May 4, 2007, with the remaining
one-third (1/3) will be issued on September 4, 2007. In the event Sub-Urban
Brands is acquired during the term, all shares will immediately be issued upon
acquisition.
For
an
equity, debt, or combination of equity and debt investment in the Company on
a
term acceptable to the Company (in its sole discretion), Consultant shall
receive a Fee (hereinafter defined). The fee shall be equal to 4% of the amount
of funds invested in the Company by any institution, fund, or individual
referred to the Company by Consultant. Consultant shall receive the above
outlined Fee as cash paid out as a consulting fee at the lesser of i) the Fee,
or ii) at the rate of $20,000 per month until the entire Fee due is fully paid.
It
is
understood by both parties the billing for monthly services will occur after
the
Company receives its anticipated financing.
4.
Invoice
The
Consultant shall submit one invoice at the beginning of each month with this
invoice due and payable fifteen (15) working days after receipt by Sub-Urban
Brands.
5.
Notices
All
notices required or permitted pursuant to this Agreement shall be deemed given
if and when personally delivered in writing to the party or its designated
agent
or representative, or if and when mailed by United States Mail, registered
or
certified mail, return receipt request, postage prepaid, and properly addressed.
All notices shall be address:
|
0000
Xxxxxxxx Xxxxxx Xxxxxxxx X, Xxx Xxxxxxx, XX 00000
|
|
|
Attention
|
Xxx
Xxxxxxx, CEO and President
|
|
To
Consultant:
|
0000X
Xxxxxx Xxxxx Xxxxx 000, Xxxxxxxx, Xx 00000
|
|
Attention
|
Xxxxxx
Xxxx
|
Each
party may specify a different address for receipt of such notices by giving
the
other party at least fifteen (15) days written notice thereof.
6.
Indemnification
Consultant
shall defend, indemnify and hold harmless Sub-Urban Brands, its officers,
employees, and agents, from any and all damage, losses, obligations,
liabilities, claims deficiencies, costs, and expenses of every nature and kind
incurred by Sub-Urban Brands that are in whole or in part cause by or alleged
to
be caused by acts or omissions of Consultant, its officers, employees, agents,
subcontractors, and lower-tier subcontractors arising out of or relation to
Consultant’s work under this Agreement.
7.
Laws and Regulations
Consultant
shall comply with all applicable federal, state, and local laws and regulations
and all applicable orders and regulations of the executive and other
departments, agencies, and instrumentalities of the United States. Consultant
shall further comply with Sub-Urban Brands policies that may be in effect during
the term of the Agreement and which are incorporated by reference as though
fully set forth herein. Consultant shall indemnify Sub-Urban Brands in
accordance with paragraph 6 for any and all damages, losses, obligations,
liabilities, claims, deficiencies, costs, and expenses that may result from
Consultant’s breach of this paragraph.
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8.
Applicable Taxes
All
taxes
applicable to any amounts paid by Sub-Urban Brands to the Consultant under
this
Agreement will be the Consultant’s liability and Sub-Urban Brands shall not
withhold nor pay any amounts for federal, state, or municipal income tax, social
security, unemployment or worker’s compensation.
9.
Confidential and Proprietary Information
Consultant
may not use non-public, confidential, proprietary, or trade secret information
obtained from or furnished by Sub-Urban Brands for any purpose other than
providing services required under this Agreement. Consultant will not duplicate,
disclose, or divulge such information without the express prior written consent
of Sub-Urban Brands. Information need not be marked to be considered non-public,
confidential, proprietary, or trade secret information.
Consultant
agrees to take reasonable steps to prevent the unauthorized disclosure of such
information, including but not limited to initiating and pursuing court
proceedings seeking to prevent unauthorized disclosure by Consultant’s officers,
employees, agents, subcontractors, or lower-tier subcontractors. Consultant
shall return to Sub-Urban Brands all documents comprising, reflecting, or
relating to such non-pubic, confidential, proprietary, or trade secret
information, including any such documents developed or prepared by Consultant,
promptly upon completion of services required under the Purchase Order or
termination of this Agreement, whichever is earlier.
10.
Data and Copyrights
All
data
developed, prepared, or originated by Consultant in the performance of services
under this Agreement and all data delivered to Sub-Urban Brands in connection
with the performance of services under this Agreement shall be the exclusive
property of Sub-Urban Brands. Sub-Urban Brands shall own all copyrights for
such
data and have the unlimited right to use, reproduce, disclose, publish,
translate, or deliver such data in any manner whatsoever and to authorize others
to do so without any additional compensation due from Sub-Urban Brands.
Consultant shall not include among data delivered to Sub-Urban Brands any data
that is or will be copyrighted unless Consultant provides Sub-Urban Brands
with
the written permission of the copyright holder for Sub-Urban Brands to use
such
data in the manners provided in this Agreement without any additional
compensation due from which it may be recorded. Data includes but is not limited
to technical data, computer software, writings, designs, specifications, sound
recording, video recordings, pictorial reproductions, drawings or other graphic
representations, and works of any similar nature.
Consultant
hereby grants Sub-Urban Brands full and exclusive right, title, and interest
throughout the world in all inventions, improvement, or discoveries conceived
or
made in the performance of services under this Agreement. Consultant shall
promptly furnish and provide Sub-Urban Brands with complete information in
this
regard and shall execute all documents, including assignments in the form
specified by Sub-Urban Brands.
11.
Conflict of Interest
Consultant
represents that it has not been engaged or employed by another company to
perform services in connection with or relation to the same requirements that
are the subject matter of the prime contract. If Consultant has had access
to
any non-public, confidential, proprietary, or trade secret information obtained
from or furnished by Sub-Urban Brands with respect to the subject matter of
the
prime contract, Consultant shall not accept employment with or by any competitor
of Sub-Urban Brands with respect to the subject matter of the prime contract
without obtaining written authorization of Sub-Urban Brands in
advance.
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12.
Disputes
Except
for disputes relating to paragraphs 9, 11 and 13 of this Agreement, the Parties
shall attempt to resolve all disputes relating to the subject matter of this
Agreement informally. If Consultant disagrees with a determination made by
Sub-Urban Brands with respect to a dispute subject to this paragraph, Consultant
shall reduce its disagreement to writing and forward the writing to Sub-Urban
Brands within fifteen (15) days of Sub-Urban Brands’ determination. In the
absence of such notice by Consultant, Sub-Urban Brands’ determination shall be
final and conclusive. If Consultant submits such a notice, Sub-Urban Brands
will
have fifteen (15) days to affirm or reconsider its original determination.
No
court or other action may be initiated relating to a dispute subject to this
paragraph unless and until this informal dispute resolution process has been
completed.
Pending
a
final resolution of any dispute relating to the subject matter of this
Agreement, Consultant shall diligently proceed with the performance of this
Agreement until Sub-Urban Brands directs Consultant not to perform.
13.
Specific Performance
Consultant
acknowledges that a violation of the requirement of paragraphs 9 or 11 of this
Agreement would cause irreparable harm and damage to Sub-Urban Brands, and
that
the monetary amount of such damages would be impossible to ascertain.
Accordingly, Consultant agrees that Sub-Urban Brands is entitled to specific
enforcement of such requirements and Sub-Urban Brands is entitled to obtain
an
injunction form any court of competent jurisdiction enjoining and restraining
violations of paragraphs 9 or 11. These remedies are in addition to and
cumulative with other remedies and damages available to Sub-Urban Brands.
Disputes subject to this paragraph are not subject to the informal resolution
requirements in paragraph 12 of this Agreement.
14.
Headings
The
heading included herein are inserted only for convenience and reference and
in
no way define, limit, or describe the scope of this Agreement of the intent
of
any of its provisions.
15.
Applicable Law
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California.
16.
Entire Agreement
This
Agreement supersedes all written or oral agreements, if any, and constitutes
the
entire Agreement between the parties with respect to this Agreement. This
Agreement may be modified only by the express written consent of both Sub-Urban
Brands and Consultant.
17.
Severability
If
any
provision of this Agreement shall be determined to be illegal, invalid, or
unenforceable, the remaining provisions shall remain in full force and effect.
18.
Survival
The
provisions of paragraphs 6, 9, 10, 11, and 12 shall survive completion or
termination of this Agreement.
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19.
Execution of Agreement
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
| Sub-Urban Brands, Inc. | |||
| Signature: | |||
| By: | Xxx Xxxxxxx | ||
| Title: | CEO and President | ||
| Date: | |||
| CONSULTANT | |||
| Signature: | Xxxxxx Xxxx | ||
| By: | |||
| Date: |
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