CONSULTING
AGREEMENT
This CONSULTING AGREEMENT is made
and entered into as of August 1, 2009 by and between Carol Laws
(“Consultant”), having a place of business at 4527 West
10 th Avenue,
Vancouver, B.C. V6R 2J2 and Simple Tech Inc., a State of Nevada corporation (“Simple
Tech Inc.” or the "Company"), having a place of business at
2829 Bird Avenue, Miami, FL 33130
WHEREAS, Consultant is in the
business of providing consulting services; and
WHEREAS, Simple Tech Inc. desires Consultant to provide its
consulting services to Simple Tech Inc. and Consultant desires to
provide such services to Simple Tech Inc.
NOW, THEREFORE, the parties hereto
agree as follows:
1. INDEPENDENT CONTRACTOR
STATUS. The
parties acknowledge and agree that Consultant is an independent
contractor and not an employee, agent, joint venture or partner of
Simple Tech Inc. Consultant acknowledges and agrees that, as an
independent contractor, Consultant will not be entitled to (i) make
a claim for unemployment, worker’s compensation or
disability, or (ii) receive any vacation, health, retirement or
other benefits, pursuant to this Agreement or Consultant’s
relationship with Simple Tech Inc. Simple Tech Inc. will not make
state or federal unemployment insurance contributions on behalf of
Consultant, or withhold FICA (Social Security) contributions or
state and federal income taxes from its payments to Consultant.
Consultant agrees that it shall make such contributions and
withhold such taxes for any of its employees performing
services.
2. PERFORMANCE OF
SERVICES.
2.1. Consultant shall perform such
duties as a consultant as may be, from time to time, reasonably
delegated by or agreed to with the Board of Directors of Simple
Tech Inc. consistent with the Consultant's abilities. Consultant
agrees to provide services to Simple Tech Inc., and to promptly
deliver to Simple Tech Inc. any work product resulting from the
performance of services.
2.2. Consultant will determine the general method, details and
means of performing the Services, provided that Consultant shall
strictly observe any Simple Tech Inc. policies or procedures
applicable to the workplace if using the premises and/or equipment
of Simple Tech Inc.
During the consulting period, the Consultant shall expend
sufficient time during its working time to meet the corporate
objectives as assigned to it by Simple Tech Inc.’s Board;
shall devote its best efforts, energy and skill to the services of
Simple Tech Inc. and the promotion of its interests; and shall not
take part in activities detrimental to the best interests of Simple
Tech Inc. Nothing in this Agreement shall preclude the Consultant
during the term of this Agreement from engaging, directly or
indirectly, in any business activity which is not competitive with
the then existing business of Simple Tech Inc. This Agreement is
non-exclusive in that the Consultant shall have the right to
perform work for others during the term of this Agreement and
Simple Tech Inc. may cause similar work to be performed by its own
personnel or other contractors or consultants during the term of
this Agreement.
3.0. COMPENSATION; EXPENSES; AND
PAYMENT .
3.1. Commencing August 1, 2009,
Simple Tech Inc. will pay the Consultant for all services rendered
to Simple Tech Inc. by the Consultant, a consulting fee of
$5,000.00 USD for the month of August 2009; and each month
thereafter through the terms of this Agreement.
3.2. Simple Tech Inc. shall
reimburse the Consultant for all reasonable business expenses
incurred by it in the performance of its duties hereunder.
3.3 Simple Tech Inc. will pay the Consultant upon receipt of
invoice at the end of the month for which the services were
rendered.
3.4 Carol Laws shall be entitled to 100,000 incentive stock
options, upon the date of executing this agreement. The exercise
price for these options will be equal to the conversion price per
share of the next equity financing completed by Simple Tech Inc. or
in the alternative at any price so determined by the Board of
Directors. Additional options grants will be awarded on a yearly
basis as determined by the Compensation Committee.
4.0. TERM; TERMINATION OF
SERVICES AND/OR AGREEMENT.
4.1. This Agreement is entered into
as of August 1, 2009 and will continue in effect through June 30,
2010 unless terminated earlier in
