This Consulting Services Agreement involves
Title: 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 accordance with this Section 4.2. Thereafter this Agreement will be deemed to have been renewed on an annual basis unless formally terminated in writing in accordance with this Section 4.2.
4.2. Either party may terminate this Agreement by giving 30 days written notice to the other. On termination of this Agreement, Consultant shall cease providing services and submit any final expenses, receipts or costs for reimbursement. On termination of this Agreement for any reason, any remaining Stock Options at the discretion of the Consultant w