THIS CONSULTING AGREEMENT
(the “Agreement”) is
made effective this
day of
(the “Effective Date”), between
, an individual, whose address is
(the “Consultant”), and National Credit Report.Com,
LLC, a Florida limited liability company, whose principal place of
business is located at 7700 Congress Avenue, Suite 3113, Boca
Raton, Florida 33487 (the “Company”).
WHEREAS , as a result of the sale of the membership
units in the Company pursuant to the Securities Purchase Agreement,
dated as of even date herewith, among IFTH Acquisition Corp.
(“IFTH”), the Sellers (as such term is defined therein)
and the Company (the “Acquisition”), the Company is in
need of consulting assistance for operation of the Company
post-Acquisition;
WHEREAS , the Consultant possesses considerable industry
knowledge and experience that is valuable to the Company;
and
WHEREAS , the Consultant has agreed to perform
consulting work for the Company with respect to the operation of
the Company post-Acquisition.
NOW, THEREFORE , in consideration of the premises and mutual
agreements herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows:
1.
Term . The term of this Agreement shall commence on the
Effective Date and shall continue for a period of six
(6) months from the Effective Date (the “Term”),
unless otherwise terminated as provided herein. The Company may
cancel this agreement on five (5) days prior written notice to
Consultant, with or without cause.
2.
Services . The Company retains Consultant to provide the
following services (the “Services”) to the Company
during the Term: (i) assist the Company on an as needed basis
in securing a smooth transition of its business following the
consummation of the Acquisition; and (ii) perform any and all
executive duties related to Company business as and when requested
by the Chief Executive Officer, President and Vice President of
IFTH, including without limitation, assisting the Company with its
operations, strategies, licenses, permits, employees, customers,
vendors and governmental agency matters affecting the
Company’s business. Notwithstanding the aforementioned,
Consultant shall not be required to devote more that five
(5) hours per week to the Services described above, all of
which Services can be performed telephonically or by email and
shall not require office attendance or travel.
3.
Compensation . The Consultant shall be granted options to
purchase
shares of IFTH common stock (the “Options”) under the
IFTH 2001 Flexible Stock Plan and will enter into a separate Stock
Option Award Agreement, in the form substantially attached hereto
as Exhibit A, in connection therewith. IFTH shall issue the Options
to the Consultant as soon as administratively practicable following
the effective date of this Agreement, the Options shall vest
immediately and have an exercise price equal to $
, provided that such exercise price shall be no less than the fair
market value at the time of grant.
4.
Independent Contractor .
a. For all purposes of this Agreement, and the
transactions contemplated hereby, Consultant is and shall be deemed
to be an independent contractor of the Company and Consultant shall
not have the right, without the prior written consent of the
Company, to enter into any agreement on behalf of the Company or
any of its affiliates or to do any other act which may subject the
Company or any of its affiliates to liability or obligate the
Company or any of its affiliates in any manner whatsoever. Nothing
in this Agreement shall be deemed or construed (i) to create a
partnership or joint venture between Consultant and the Company,
(ii) to cause Consultant to be responsible in any way for the
debts, liabilities or obligations of the Company, or (iii) to
constitute Consultant as an employee, officer or agent of the
Company.
b. The Consultant shall not use the service of
any other person, entity or organization in the performance of the
Consultant’s duties without the prior written consent of the
Company. Should the Company consent to the Consultant’s use
of the services of any other person, entity or organization, no
information regarding the Services to be performed under this
Agreement shall be disclosed to that person, entity or organization
until such person, entity or organization has executed an agreement
to protect the confidentiality of the Company’s Confidential
Information (as defined below) and the Company’s absolute and
complete ownership of all right, title and interest in the work
performed under this Agreement.
5.
Nature of Relationship . The nature of this Agreement is
strictly civil, and is not intended by either of the parties hereto
to establish an employer/employee relationship. Consultant shall
not have any right to the labor benefits established for employees
under an employer/employee relationship pursuant to the laws of
Florida. The Company shall not be liable for withholding tax,
social security, workmen’s compensation or other expense or
liability attributable to an employer/employee relationship under
Florida law.
6.
Confidential Information . In performing his obligations
under this Agreement, Consultant may have access to and receive
certain Confidential Information (as defined below) about the
Company and IFTH which must be kept in confidence. For purposes of
this Agreement, “Confidential Information” includes,
but is not limited to, customer lists, business strategies, the
names and addresses of prospective customers, procedures manuals,
marketing plans, know-how, data, processes, techniques, programs,
designs, finances and sales plans of the Company and IFTH, which
either the Company or IFTH treat as Confidential Information. The
scope of this section relating to confidentiality shall apply
irrespective of the form or format of the information (whether
oral, written, graphic, and whether recorded on paper, magnetic,
electronic or other media) and irrespective of whether or not the
material is marked “confidential” or
“proprietary.” Confidential Information does not
include information, which at the
2
time of
disclosure is in the public domain so long as the information was
not disclosed by Consultant in violation of any obligation of
confidentiality owed to the Company. Consultant agrees that all
Confidential Information constitutes proprietary information and is
therefore confidential in nature and shall be used only for the
purpose of carrying out this Agreement and shall remain sole
property of the Company. Consultant further agrees that he shall
limit the dissemination of the Confidential Information to his
employees, agents and/or representatives whose duties justify their
need to know such Confidential Information, and then
only
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