EXHIBIT 10.14
▇▇▇▇▇ CFO PARTNERS, LLP
PROJECT WORK AGREEMENT
National Paint Ball Inc. (the "Company") agrees to engage ▇▇▇▇▇ CFO Partners,
LLP ("▇▇▇▇▇") to perform project services according to the following terms:
I. PROJECT SERVICES; FEES
▇. ▇▇▇▇▇ will perform CERTAIN SERVICES AS SPECIFIED AND DIRECTED
BY THE COMPANY during the course of this engagement,
beginning on May 27, 2002.
B. The Company will pay ▇▇▇▇▇ at the rate of $150.00 per hour
with a daily maximum of $1,200.00 ("Project Fees").
II. PAYMENT; DEPOSIT
A. The Company will pay all amounts owed to ▇▇▇▇▇ no later than
ten (5) days after receipt of invoice. The Company will
promptly reimburse ▇▇▇▇▇ personnel directly for reasonable
travel and out-of-pocket business expenses. All reimbursements
of expenses will occur within five (5) days of submission of
expense reports to the Company.
▇. ▇▇▇▇▇ shall be entitled to receive all reasonable costs and
expenses incidental to the collection of overdue amounts under
this agreement, including but not limited to attorneys' fees
actually incurred.
C. The Company agrees to pay ▇▇▇▇▇ and maintain a security
deposit of $10,000 for the Company's future payment
obligations to ▇▇▇▇▇ under this agreement (the "Deposit").
If the Company fails to make any payment due to ▇▇▇▇▇ within
ten (10) days after notice of such failure to pay has been
provided to the Company by ▇▇▇▇▇, ▇▇▇▇▇ will apply the Deposit
against such outstanding amount to ▇▇▇▇▇. If the Company
otherwise breaches this agreement and fails to cure such
breach as provided in Section IV.C., ▇▇▇▇▇ will be entitled
to apply the Deposit to its damages resulting from such
breach. Upon termination, expiration of this agreement, or six
months, ▇▇▇▇▇ will return to the Company the balance of the
Deposit remaining after application of any amounts to the
Company's unfulfilled payment obligations to ▇▇▇▇▇.
III. ▇▇▇▇▇ PERSONNEL; RELATIONSHIP OF THE PARTIES
▇. ▇▇▇▇▇ will assign one or more of its partners (the "▇▇▇▇▇
Partner") to perform services for the Company.
B. The parties agree that ▇▇▇▇▇ and the ▇▇▇▇▇ Partner will be
serving the Company as independent contractors for all
purposes and not as employees or partners of or joint
venturers with the Company. ▇▇▇▇▇ and the ▇▇▇▇▇ Partner
therefore will have control over the order and sequence of
project work and the specific hours worked, will have the
opportunity for entrepreneurial profit, and will not be
subject to Company withholding of income or employment taxes.
C. The Company acknowledges that ▇▇▇▇▇'▇ success in performing
the services depends on the participation, cooperation, and
support of the Company's most senior management.
D. Neither ▇▇▇▇▇ nor any of its partners will be or serve as the
chief financial officer, an employee, a manager, any other
officer, or a director of the Company. Accordingly, the
Company will not give or require the ▇▇▇▇▇ Partner to use the
title "Chief Financial Officer" or any other title that
suggests such individual is an officer, director, employee, or
manager of the Company, and the ▇▇▇▇▇ Partner will have no
authority or control over the employees of the Company. The
▇▇▇▇▇ Partner may not sign any documents on behalf of the
Company, including but not limited to federal or state
securities filings, tax filings, or representations and
warranties on behalf of the Company.
▇. ▇▇▇▇▇'▇ services will not constitute an audit, review, or
compilation, or any other type of financial statement
reporting engagement that is subject to the rules of the AICPA
or other similar state or national professional bodies.
F. The Company agrees that, at any time during the term of this
agreement or during the twelve (12)-month period following
termination or expiration of this agreement, the Company will
not hire or solicit, or attempt to hire or solicit, any
individual who has served as the ▇▇▇▇▇ Partner for employment
with, or engagement as an independent contractor for, the
Company or any affiliate of the Company, except in
conjunction with the Company signing ▇▇▇▇▇'▇ form of
Resources Agreement.
IV. TERMINATION
A. Effective upon 30 days' advance written notice, either party
may terminate this agreement, such termination to be effective
on the date specified in the notice, provided that such date
is no earlier than 30 days from the date of delivery of the
notice. ▇▇▇▇▇ will continue to render services and will be
paid an amount equal to 20 full-time eight-hour workdays of
services regardless of which party gives such notice.
▇. ▇▇▇▇▇ retains the right to terminate this agreement
immediately (1) if the Company is engaged in or asks the
▇▇▇▇▇ Partner to engage in or to ignore any illegal or
unethical activity or (2) in the event of the death or
permanent disability of the ▇▇▇▇▇ Partner.
C. In the event that either party commits a breach of this
agreement and fails to cure the same within ten (10) days
following delivery by the non-breaching party of written
notice specifying the nature of the breach, the non-breaching
party will have the right to terminate this agreement
immediately effective upon written notice of such
termination.
D. The Project Fees will be prorated for the final pay period
based on the number of days in the final pay period up to the
effective date of termination or expiration.
V. STANDARD DISCLAIMERS & LIMITATIONS OF LIABILITY
A. The Company acknowledges that any information, including any
resources delivered through ▇▇▇▇▇'▇ proprietary information
and technology system, will be provided by ▇▇▇▇▇ merely as a
tool to be used in the discretion of the Company. The Company
agrees that reports, projections, or forecasts may be
prepared only at the Company's direction and will reflect
the Company's own judgment. ▇▇▇▇▇ makes no representation
or warranty as to the accuracy or reliability of reports,
projections, or forecasts derived from use of the information
it provides, and ▇▇▇▇▇ will not be liable for any claims of
reliance on such reports, projections, forecasts, or
information. ▇▇▇▇▇ disclaims all warranties, either express
or implied, including, but not limited to, implied
warranties of merchantability and fitness for a particular
purpose, with regard to all information, applications, and
services that it may provide pursuant to this agreement.
▇▇▇▇▇ will not be liable for any non-compliance of reports,
projections, forecasts, or information or services with
federal, state, or local laws or regulations.
B. The Company agrees that, with respect to any claims the
Company may assert against ▇▇▇▇▇ in connection with this
agreement or the relationship arising hereunder, ▇▇▇▇▇'▇
total liability will not exceed two months of Project Fees.
C. As a condition for recovery of any liability, the Company
must give ▇▇▇▇▇ written notice of the alleged basis for
liability within thirty (30) days of discovering the
circumstances giving rise thereto, in order that ▇▇▇▇▇ will
have the opportunity to investigate in a timely manner and,
where possible, correct or rectify the alleged basis for
liability; provided that the failure of the Company to give
such notice will only affect the rights of the Company to the
extent that ▇▇▇▇▇ is actually prejudiced by such failure. In
any event, the Company must assert any claim against ▇▇▇▇▇
within six (6) months after discovery or thirty (30) days
after the termination or expiration of this agreement,
whichever is earlier.
▇. ▇▇▇▇▇ will not be liable in any event for incidental,
consequential, punitive, or special damages, including
without limitation, any interruption of business or loss of
business, profit, or goodwill.
VI. INDEMNITY; JOINT DEFENSE; ARBITRATION
A. The Company agrees to indemnify ▇▇▇▇▇ to the full extent
permitted by law for any losses, costs, damages, and expenses,
including reasonable attorneys' fees, as they are incurred, in
connection with (1) any cause of action, suit, or other
proceeding arising in connection with ▇▇▇▇▇'▇ engagement by
the Company under this agreement, ▇▇▇▇▇'▇ provision of
services to the Company, or the Company's use of any analyses
or information provided by ▇▇▇▇▇, and (2) any legal proceeding
in which ▇▇▇▇▇ may be required or agree to participate. This
indemnity will not apply to ▇▇▇▇▇'▇ gross negligence or
willful misconduct or to actions taken by ▇▇▇▇▇ in bad faith.
If the Company and ▇▇▇▇▇ are defendants in any action, suit,
or other proceeding, the defense of ▇▇▇▇▇ will be conducted by
counsel selected by the Company, unless, upon advice of
▇▇▇▇▇'▇ counsel, ▇▇▇▇▇ would not be adequately represented by
the Company's counsel because of a conflict of interest or
inability to present a defense that would otherwise be
available to ▇▇▇▇▇ if separately represented, in which case
▇▇▇▇▇ may be represented by counsel of its own choosing.
Without the written consent of ▇▇▇▇▇, the Company may not
consent to the entry of any judgment with respect to the
matter or enter into any settlement that does not include a
provision by which the plaintiff or claimant in the matter
releases ▇▇▇▇▇ from all liability with respect to the matter.
B. If the parties are unable to resolve any dispute between
them arising out of or in connection with this agreement,
either party may refer the dispute to arbitration by a
single arbitrator selected by the parties according to the
rules of the American Arbitration Association ("AAA"), and
the decision of the arbitrator will be final and binding on
both parties. Such arbitration will be conducted by the
Charlotte office of the AAA and governed by South Carolina
law. In the event that the parties fail to agree on the
selection of the arbitrator within thirty (30) days after
either party's request for arbitration under this Section
VI.C., the arbitrator will be chosen by AAA. The arbitrator
may in his discretion order documentary discovery, but in no
event may depositions be taken. The arbitrator will have no
authority to award punitive damages. Judgment on the award
of the arbitrator may be entered in and enforced by any
court of competent jurisdiction. The arbitrator will have no
authority to award damages in excess or in contravention of
Section V.B. or V.D. or this Section VI.C. and may not amend
or disregard any provision of Section V.B. or V.D. or this
Section VI.C. Notwithstanding the foregoing, no issue
related to the ownership of intellectual property will be
subject to arbitration but will instead be subject to
determination by a court of competent jurisdiction.
VII. MISCELLANEOUS PROVISIONS
A. The provisions concerning payment of the Project Fees,
indemnification, limitation of liability, nonsolicitation,
and arbitration will survive the expiration or any
termination of this agreement.
B. Neither the Company nor ▇▇▇▇▇ will be deemed to have waived
any rights or remedies accruing under this agreement unless
such waiver is in writing and signed by the party electing to
waive the right or remedy.
C. This agreement will be governed by and construed in all
respects in accordance with the laws of the State of South
Carolina, without giving effect to conflicts-of-laws
principles.
D. The terms of this agreement are severable, and they may not
be amended except in writing signed by ▇▇▇▇▇ and the Company.
If any portion of this agreement is found to be
unenforceable, the rest of the agreement will be enforceable
except to the extent that the severed provision deprives
either party of a substantial portion of its bargain. This
agreement binds and benefits the successors of ▇▇▇▇▇ and the
Company.
E. This agreement contains the entire agreement between ▇▇▇▇▇
and the Company, superseding any prior oral or written
statements or agreements.
F. Each person signing below is authorized to sign on behalf of
the party indicated, and in each case such signature is the
only one necessary.
G. The mailing address for payments by the Company is:
▇▇▇▇▇ CFO PARTNERS, LLP
▇.▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
H. Wire transfer instructions for payment of the Deposit (and
Project Fees if direct deposit is unavailable) are:
Bank Name: First Union National Bank of ▇▇▇▇▇▇▇
▇▇▇▇▇▇: Atlanta
Routing Number: 061 000 227
Account Name: ▇▇▇▇▇ CFO PARTNERS, LLP
Account Number: 202 000 071 645 3
NATIONAL PAINT BALL INC. ▇▇▇▇▇ CFO PARTNERS, LLP
/s/ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- -----------------------------
Signature Signature
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- -----------------------------
Date signed Date signed
