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Exhibit 10.1
BUSINESS CONSULTANT AGREEMENT
THIS BUSINESS
CONSULTANT AGREEMENT (“Agreement”) is entered into
effective July 6, 2007, between DISABOOM, INC., a Colorado
corporation, with its principal offices located at 7730 E.
Belleview Ave., Suite A-306, Greenwood Village, CO 80111 (the
“Company”), and David Nahmias or his assignee having a
business address of 14 Lynnfield Rd., Memphis TN 38120 (the
“Consultant”).
1.
Consulting Services.
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The services rendered by Consultant hereunder (the
“Consulting Services”) shall consist of consultations
with management of the Company as management may from time to time
require during the term of this Agreement. Such consultation with
management shall be with respect to financial public relations,
business promotion, business growth and development, including
mergers and acquisitions, and general business consultation.
The Consulting Services may include services pertaining to
promoting the Company’s relationship with the financial
community and its securities holders, the preparation and
distribution of periodic reports and news releases to keep existing
shareholders informed about the Company’s activities,
maintaining regular communications with stockholders and brokers,
and such other matters as may be agreed upon between the Company
and Consultant. |
2. Term of Agreement
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The term of this Agreement shall commence on the date hereof
and shall terminate one year therefrom unless terminated earlier.
Either party may terminate this Agreement at any time and for any
reason by providing the other party 30 days written
notice. |
3. Consideration .
| 3.1 |
The Company shall
pay Consultant as follows: |
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a. |
Cash Compensation : The Company shall pay Consultant
cash compensation of $12,000 per month for each month that this
Agreement is in effect, payable by the 10th day of each
month. |
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b. |
Warrants : The Company shall issue Consultant or its
assignee warrants to purchase 400,000 shares of the Company’s
common stock which shares shall vest in 100,000 share installments
on September 30, 2007, December 31, 2007, March 31, 2008, and June
30, 2008 contingent upon Consultant continuing to provide services
to the Company under this Agreement on the vesting date, and shall
be exercisable for a period of five years from the vesting date, at
an exercise price of $1.45 per share. The form of warrant is
attached to this Agreement as Exhibit A. |
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3.2 |
Expenses incurred by Consultant in performing services under
this Agreement shall be reimbursed at cost within fifteen days of
receipt of an invoice at the offices of the Company.
Notwithstanding, all expenses in excess of $500 shall be approved
in writing prior to Consultant incurring any expense for which he
intends to be reimbursed. |
4.
Confidentiality of Company Information .
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Consultant
agrees at all times during the term this Agreement and thereafter
to hold in strictest confidence, and not to use, except for the
benefit of the Company, or to disclose, make known, divulge or
communicate, directly or indirectly, to any person, firm,
corporation or other entity without the prior written authorization
of the Company, any Confidential Information of the Company or any
Confidential Information of third parties provided to Consultant by
the Company. Consultant understands that all Confidential
Information is the sole and exclusive property of the Company or of
third parties whose rights the Company wishes to protect.
Consultant will be vigilant in protecting all Confidential
Information from disclosure to unauthorized persons and will comply
with all rules and instructions of the Company concerning the
physical, intellectual, and electronic security of the
Company’s premises, property and records. Consultant
understands that “ Confidential Information ”
means, without limitation, any Company proprietary information,
intellectual property, patents, trademarks, copyrights, technical
data, trade secrets or know-how, including, but not limited to,
research, methods, business plans, products, services, price lists,
customer lists, customer information and customers (including, but
not limited to, customers of the Company on whom Consultant called
or with whom Consultant became acquainted during the term of this
Agreement), markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances, third party
information or products, or other business information disclosed to
Consultant by the Company either directly or indirectly, whether
orally, in writing, or by drawings or observation of parts or
equipment. Consultant understands that the Board of Directors of
the Company may from time to time reasonably designate as
Confidential Information other subject matters requiring
confidentiality and secrecy which shall be deemed to be covered by
the terms of this Agreement. Consultant further understands that
Confidential Information does not include any of the foregoing
items which has become publicly known and made generally available
through no wrongful act of his or of others who were under
confidentiality obligations as to the item or items
involved. |
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The provisions
of this Section shall survive the termination of this
Agreement.
5. Miscellaneous .
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5.1 |
Entire Agreement; Modification . This Agreement sets
forth the entire understanding of the parties with respect to the
subject matter hereof and supersedes all existing agreements among
them concerning such subject matter, and may only be modified by
the express written agreement of the party to be bound. |
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5.2 |
Notices . Any notice, consent, authorization or other
communication to be given hereunder shall be in writing and shall
be deemed duly given and received when delivered personally, when
transmitted by fax, three days after being mailed by first class
mail, or one day after being sent by a nationally recognized
overnight delivery service, charges and postage prepaid, properly
addressed to the party to receive such notice, at the following
address or fax number for such party (or at such other address or
fax number as shall hereafter be specified by such party by like
notice): |
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(a) |
If to the Company , to:
J.W. Roth
Chief Executive Officer
7730 E. Belleview Ave. Suite A-306
Greenwood Village, CO 80111
Phone: (720) 407-6530
Fax : (___)
E-Mail: jwroth@disaboom.com |
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(b) |
If to Consultant , to:
David Nahmias
14 Lynnfield Road
Memphis, TN 38120
Phone: (901) 680-0256
Fax: (901) 680-0256
E-Mail: safescidn@mindspring.com |
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5.3 |
Waiver . Neither Consultant’s nor the
Company’s failure to insist at any time upon strict
compliance with this Agreement or any of its terms nor any
continued course of such conduct on their part shall constitute or
be considered a waiver by Consultant or the Company of any of their
respective rights or privileges under this Agreement. |
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5.4 |
Binding Effect . The provisions of this Agreement shall
be binding upon, and inure to the benefit of the Company and
Consultant and their respective successors and assigns. |
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5.5 |
Assignment Prohibited . No assignment of this Agreement
shall be made without the prior written consent of the other
party. |
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5.6 |
Severability . If any provisions of this Agreement are
deemed invalid, illegal, or unenforceable, the balance of this
Agreement shall remain in effect. |
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5.7 |
Headings . The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement. |
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5.8 |
Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument. |
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5.9 |
Governing Law; Venue . This Agreement shall be governed
by and construed in accordance with the laws of the State of
Colorado, without giving effect to |
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