Exhibit 10.5
RELATION SERVE
CONTRACT FOR CONSULTING SERVICES
Name of Consultant: Stronghurst, LLC Date: June 13, 2005
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▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Principals
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
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Kentfield, CA 94904
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Daytime Telephone #: ▇▇▇-▇▇▇-▇▇▇▇
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RelationServe ("RS") and Consultant agree as follows:
1. SERVICES AND FEES: The Description of Work, which is Exhibit A to this
Contract for Consulting Services ("Contract"), describes the services that
Consultant will perform and the fees which RS will pay in return. If RS and
Consultant anticipate working beyond the scope of this agreement, additional
exhibits may be made a part of this contract for such additional projects,
although each additional exhibit must be approved by each party by signature on
each exhibit. Consultant is an independent contractor, not an employee of RS. No
employment relationship is created by this Contract.
2. TERM: Consultant will begin work on the date written above and, unless
terminated sooner, the Contract will end March 13, 2007 (21 months).
3. WORK: The scope of work shall be found in the Description of Work in
Exhibit A.
4. REPORTS: If applicable, Consultant will report to RS on the status of the
Work at least once a month.
5. TERMINATION:
(a) RS may terminate this Contract upon 60 days written notice prior to
March 13, 2006 for any reason. If such notice is not received by Consultant, the
Contract shall be in force for the next 6 months. RS may terminate this Contract
upon 60 days written notice prior to September 13, 2006 for any reason. If such
notice is not received by Consultant, the Contract shall be in force for the
final 6 months, until March 13, 2007.
6. RELATIONSHIP OF PARTIES:
(a) Consultant, as used in this Contract, means the person or entity that
signs this Contract and all its employees and agents.
(b) Consultant shall retain independent professional status throughout this
Contract and shall use its own discretion in performing the tasks assigned.
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(c) Consultant has never been an RS employee and, in either case, is
ineligible for any RS employee benefits. As Consultant is not RS's employee,
Consultant is responsible for paying all required state and federal taxes.
(d) RS shall determine the method, details and means of performing the
services hereunder. Consultant shall remain responsible for performing all tasks
contemplated by this Contract.
(e) Consultant shall perform the services required by this Contract at any
place or location and at such times as Consultant and RS shall determine. RS and
Consultant shall reasonably cooperate to make facilities available to
Consultant; in no event shall RS's providing such facilities be used as evidence
of an employer/employee relationship.
7. INDEMNIFICATION: Consultant agrees to be responsible for its own actions.
RS agrees to be responsible for its own actions. Each party agrees to indemnify
each other against claims made which either party has had no action in including
but not limited to the following:
- Any negligent act, omission, or willful misconduct of Consultant or
RS in the performance of this Contract.
- Consultant's or RS's failure to comply with federal, state or local
law.
8. CONFIDENTIALITY:
(a) Consultant agrees not to disclose any RS Confidential Information and
to take all reasonable precautions to prevent its unauthorized dissemination,
both during and after the Contract. Without limiting the scope of this duty,
Consultant agrees to limit its internal distribution of RS Confidential
Information to its employees and agents who have a need to know, and to take
steps to ensure that the dissemination is so limited. Consultant agrees not to
use any RS Confidential Information for its own benefit or for the benefit of
anyone other than RS. Without limiting the scope of this duty, Consultant agrees
not to design or manufacture any products which incorporate any RS Confidential
Information. RS agrees to keep the terms of the agreement confidential accept as
it may required by law or under due diligence for capital raising or mergers and
acquisition. Any Confidential Information given to RS by Consultants is for the
use of RS and its employees but may not be used for the benefit of any others.
(b) RS Confidential Information means information relating to the research,
development, products, methods of manufacture, trade secrets, business plans,
customers, finances, and personnel data related to the business or affairs of
RS. RS Confidential Information does not include any information (i) which
Consultant knew before RS disclosed it to Consultant; (ii) which has become
publicly known through no wrongful act of Consultant; or (iii) which Consultant
developed independently, as evidenced by appropriate documentation.
(c) All RS Confidential Information remains the property of RS and no
license or other rights in the Confidential Information is granted hereby. All
information is provided "AS IS" and without any warranty, express, implied, or
otherwise, regarding its accuracy or performance. Further, upon RS's written
request, Consultant agrees to return to RS, all RS Confidential Information.
11. NO CONFLICT: Consultant represents and warrants that its performance of
this Contract will not conflict with any other contract to which Consultant is
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bound, and while working on this Contract, Consultant will not engage in any
such consulting services or enter into any Contract that would materially
interfere with the commitment of time and energy required by Consultant to
timely complete Consultant's obligations under this Contract.
12. MISCELLANEOUS:
(a) Assignment. Consultant may not assign or delegate its rights or
obligations under this Contract without RS's written consent except to its
principals, ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.
(b) Governing Law; Severability. Florida law shall govern this Contract. If
any provision of this Contract is found by a court of competent jurisdiction to
be unenforceable for any reason, the remainder of this Contract shall continue
in full force and effect.
(c) Arbitration. The parties agree to submit any dispute arising out of or
in connection with this Contract to binding arbitration in Florida before the
American Arbitration Association pursuant to the provisions of this Section
12(d), and, to the extent not inconsistent with this Section 12 (d), the rules
of the American Arbitration Association. The parties agree that such arbitration
will be in lieu of either party's rights to assert any claim, demand or suit in
any court action, provided that either party may elect either binding
arbitration or a court action with respect to a breach by the other party of
such party's proprietary rights, including without limitation any trade secrets,
copyrights or trademarks. Any arbitration shall be final and binding and the
arbitrator's order will be enforceable in any court of competent jurisdiction.
(d) Survival of Terms. The provisions of paragraphs 6, 7, 8, 9, and 12
hereof shall survive termination of this Contract.
(e) Complete Understanding; Modification. This Contract and the attached
exhibit or exhibits constitute the full and complete understanding and Contract
of the parties relating to the subject matter hereof and supersede all prior
understandings and Contracts relating to such subject matter. Any waiver,
modification, or amendment of any provision of this Contract shall be effective
only if in writing and signed by both parties. The provisions of this Contract
shall prevail over any conflicting provisions in a purchase order, invoice,
acceptance notice or other document.
(f) Signature. This Contract may be executed in several counterparts, each
of which will be deemed to be an original, and each of which alone and all of
which together, shall constitute one and the same instrument, but in making
proof of this Contract it shall not be necessary to produce or account for each
copy of any counterpart other than the counterpart signed by the party against
whom this Contract is to be enforced. This Contract may be transmitted by
facsimile, and it is the intent of the parties for the facsimile (or a photocopy
thereof) of any autograph printed by a receiving facsimile machine to be an
original signature and for the facsimile (or a photocopy thereof) and any
complete photocopy of the Contract to be deemed an original counterpart.
(g) Limitation of Liability. Neither party shall under any circumstances be
liable for any consequential, indirect, special, incidental or exemplary
damages, including without limitation, any loss of revenues, profits, or
business or other economic loss arising out of or in connection with the
services provided hereunder.
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(h) Liability. Under any conditions, the Consultant liability for any
breach under this agreement shall be limited to his earned compensation under
this agreement. The company's liability shall be limited to its contractual
obligation under this agreement.
RS CONSULTANT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/
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signature signature
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name:
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print name print name
Title: CEO Title:
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CONSULTANTS:
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EXHIBIT A
DESCRIPTION OF WORK
(Consulting Services between RS and Stronghurst, LLC, Consultant.)
1. SERVICES TO BE PROVIDED: Consultant shall render such services as may be
necessary to complete in a professional manner the project described as follows:
a) Help in defining and communication the Company message
b) Identification of Strategic Growth Areas
c) Identification of Potential Merger and acquisition candidates.
d) Identify Potential Exit Strategies
e) Help introduce the company to potential business development
partners
f) Help with due diligence and negotiations with potential M & A
candidates.
g) Introduce the company to potential Capital partners
h) Help with after market stock support
i) Other tasks that RS may request and are agreed to by
Consultant
2. COMPENSATION:
a) Consultant shall be granted 750,000 shares of Company stock. At the
time of the execution of this agreement, 375,000 shall be released,
187,500 to ▇▇. ▇▇▇▇▇▇, 187,500 to ▇▇. ▇▇▇▇▇▇.
b) 187,500 shares shall be kept in escrow and released 270 days after the
execution of this agreement, in the same ratio, unless written notice
is received by Consultant 60 days prior to the nine month anniversary
of the agreement being in force.
c) The final 187,500 shall be released from escrow on September 13, 2006,
in the same ratio, unless written notice is received by Consultant 60
days prior to this date.
d) It is understood that the shares will be initially unregistered;
however the Company shall include all shares (750,000) in its next
registration statement.
3. EXPENSES: Although the above fees constitute Consultant's entire
remuneration for the services under this Contract Consultant will be reimbursed
for any expenses incurred in connection with this Contract with prior approval
of RS If a change in the scope of the work results in a material increase or
decrease in the cost or time for completion of the services, the fees and
schedule may, upon the mutual written Contract of the parties, be renegotiated.
RS CONSULTANT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
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signature signature
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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print name print name
Title: CEO Title: Principal
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