Exhibit 10.9
THIS INTERIM CONSULTING AGREEMENT is made
effective as of the February 28, 2008,
B E T W E E N :
COMMUNICATE.COM DELAWARE, INC. a
corporation incorporated under the laws of Delaware
(hereinafter called the “ Company
”)
OF THE FIRST PART
- and -
Patrick Collison
(hereinafter called “Interim
Consultant”)
OF THE SECOND PART
WHEREAS the Company and the Interim
Consultant entered into that certain Agreement and Plan of
Merger By and Among Communicate.com, Inc., Communicate.com
Delaware, Inc., Entity, Inc., the Founders, and Harjeet Taggar
as representative of the shareholders of the Company, dated
March 25, 2008 (the “Merger Agreement”); and
WHEREAS pursuant to the terms of the
Merger Agreement the Company and the Interim Consultant have
agreed to enter into this Interim Consulting Agreement providing
for the services of such Interim Consultant pending the Closing
(as defined in the Merger Agreement) and the effectiveness of
the Interim Consultant’s employment agreement (the
Founders Employment Agreement or the Employment Agreement, as
the case may be and as further defined in the Merger
Agreement).
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the
terms and conditions herein contained, the parties hereto agree
as follows:
1.
Contract of Services
(a)
The Company hereby retains and appoints Interim
Consultant effective as of the date hereof to act as consultant
for the Company with respect to the commercial exploitation of
domain names owned by the Company (the “ Project
”) reporting to the President and Chief Operating Officer
of the Company, Jonathan Ehrlich (the “ COO
”), and Interim Consultant hereby accepts such retainer
and appointment and agrees to perform his services as provided
herein.
(b)
Forthwith following the execution and delivery
of this Interim Consulting Agreement, the COO and Interim
Consultant shall agree on the goals and objectives with respect
to the Project.
(c)
Interim Consultant shall perform his services on
a full-time basis during the Term specified in Section 2
below.
(d)
Interim Consultant shall faithfully and
diligently perform his services hereunder to the best of his
ability and in the best interests of the Company and will not
knowingly do any act or thing which may tend to injure or
adversely affect the reputation of the Company or its business
in any of its phases.
2.
Term
The term of Interim Consultant’s retainer
hereunder (the “ Term ”) shall commence with
the effective date of this agreement and continuing to the
earlier of the Closing Date as defined in the Merger Agreement,
or the termination of the Merger Agreement.
3.
Remuneration
(a)
Interim Consultant shall be paid for $8,350 per
month for his services payable in two equal instalments on the
closest business day to the middle and the end of each month
during the Term.
(b)
Interim Consultant shall be reimbursed by the
Company for all expenses reasonably or necessarily incurred by
him in the course of providing the services required pursuant to
this Interim Consulting Agreement, including but not limited to
transportation, meals, lodging, travel, business entertainment,
equipment and supplies, upon presentation of statements,
receipts or other supporting documentation as the Company may
reasonably require.
4.
Termination
The provision of services by Interim Consultant
hereunder may be terminated by either party by giving to the
other party at least 15 days’ prior written notice to such
effect.
5.
Intellectual Property, Inventions
etc.
Interim Consultant agrees that all intellectual
property and inventions, including but not limited to marketing,
business plans, formulate, processes, designs, computer software
and programmes, which Interim Consultant may conceive or make or
have conceived or made in the course or arising out of his
services with the Company in connection with the services
hereunder (collectively, the “ Works ”) shall
be and are the sole and exclusive property of the Company and
shall be disclosed by Interim Consultant to the Company.
Interim Consultant shall, whenever requested to do so by
the Company, without any obligation on the part of the Company
to pay any royalty or other compensation to Interim Consultant,
at the Company’s expense, execute and sign any and all
applications, assignments or other instruments and do all other
things which the Company may deem necessary or appropriate:
(i)
in order to apply for, obtain, maintain, enforce
or defend letters patent in Canada or in any foreign country for
any Works; or
(ii)
in order to assign, transfer, convey or
otherwise made available to the Company the sole and exclusive
right, title and interest in and to any or all of Works.
Interim Consultant also agrees to waive in whole
any moral rights which it may have in any Works or any part or
parts thereof.
6.
Non-Competition
Provided the Merger Closes, Interim Consultant
shall not during the period that he is performing his services
hereunder (the “ Service Period ”) and for 12
months immediately after the termination thereof, directly or
indirectly, in any manner whatsoever including, without
limitation, either individually, or in partnership, jointly or
in conjunction with any other person, or as an employee,
principal, agent, director or shareholder:
(iii)
be engaged in any undertaking
(iv)
have any financial or other interest (including
an interest by way of royalty or other compensation
arrangements) in or in respect of the business of any person;
or
(v)
advise, lend money to, guarantee the debts or
obligations of any person which carries on a business;
anywhere which is the same as or substantially
similar to or competes with or would compete with any of the
assets owned by the Company or Communicate.com Inc.
7.
No Solicitation of Customers
Provided the Merger Closes, Interim Consultant
shall not, during the Service Period and for the 12 months
immediately thereafter, directly or indirectly, contact or
solicit any designated customers of the Company or any of its
Affiliates for the purpose of selling to the designated
customers any services or products which are the same as or
substantially similar to, or in any way competitive with, the
services or products sold by the Company or any of its
Affiliates during the Service Period. For the purpose of this
section, a designated customer means a Person who was a customer
of the Company or of any of its Affiliates during some part of
the Service Period.
8.
No Solicitation of Employees
Interim Consultant shall not, during the Service
Period and for the 12 months immediately thereafte
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