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Exhibit 10.8 CONSULTING AGREEMENT 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"). Recitals 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.
Agreement 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 two (2) years from the Effective Date
(the "Term"), unless otherwise terminated as provided herein. The
Company and the Consultant may negotiate to extend the term of this
Agreement and the terms and conditions under which the relationship
shall continue. The Company may cancel this agreement on five
(5) days notice to Consultant, as per section 6 below.
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; (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; and (iii) report directly to the
Company’s Chief Executive Officer on no less than a weekly
basis. Consultant acknowledges that he may be called upon to render
the Services, and agrees to make himself available to the Company
on an as-needed basis at reasonable time and upon reasonable
notice.
3. Compensation and Expenses . a. During the Term, the
Company will pay Consultant, as compensation for the Services, $
, which amount shall be paid on the last day of each month during
the Term. b. The Company shall pay or reimburse the Consultant for
all reasonable and necessary travel and other reasonable expenses
incurred by him, and approved by the Chief Executive Officer, in
connection with the performance of his duties hereunder in
accordance with the policies and procedures of the Company as in
effect from time to time. In order that the Company reimburse the
Consultant for such allowable expenses, the Consultant shall
furnish to the Company, in a timely fashion, written documentation
in connection with such expenses and shall furnish such other
documentation and accounting as the Company may from time to time
reasonably request. c. The Company shall provide Consultant with an
automobile allowance of $
per month payable on the last day of each month during the Term.
Consultant shall be responsible for premiums for insurance for the
automobile and occupants, and shall pay all maintenance and
operating costs (including fuel costs) appropriate to maintain the
automobile. d. During the Term, the Company shall provide
Consultant with and shall pay for premiums for health insurance
coverage and benefits. e. 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.
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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. Termination . a.
The Company may terminate this Agreement at any time, with or
without Cause (as defined below), upon five (5) days prior
written notice to Consultant. The Company shall also have the right
to terminate this Agreement immediately without notice for Cause
(as defined below) or if Consultant dies or becomes disabled and is
unable to adequately perform any of the Services. "Cause" occurs
when the Consultant commits an unauthorized or illegal act
intentionally and in bad faith against the interest of the Company
causing a material pecuniary loss to the Company. b. In the event
this Agreement is terminated by the Company without Cause, the
Consultant will continue to receive the compensation in sections
(a), (c) and (d) of Section 3 during the remainder
of the Term, on the same schedule as described therein. In the
event this Agreement is terminated for Cause, compensation that is
otherwise payable under this Agreement to Consultant shall be paid
through the effective date of termination. Notwithstanding the
foregoing, in the event this Agreement is terminated as a result of
Consultant’s death, then the Company shall pay to the estate
of Consultant the compensation that would otherwise be payable
under this Agreement through the date of death. Receipt by
Consultant or the estate, as applicable, of the compensation paid
by the Company pursuant to this Sec
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