EXHIBIT 10.5
PROFESSIONAL SERVICES AGREEMENT
This
Agreement, effective the 1st day April, 2008, is by and
between Vidshadow, Inc., a Delaware corporation, 1970 Estelle Lane,
Placentia, CA 92870, hereinafter referred to as CLIENT , and
Barry Layne , 24736 Calle Serranona, Calabasas, CA
91302, hereinafter referred to as CONSULTANT .
1.
STATEMENT OF WORK: During the term of this
Agreement and any subsequent extensions, unless expressly stated
otherwise, CONSULTANT will perform services in a
professional consulting capacity. Specifically, CONSULTANT
shall provide strategy, creative, business development,
distribution, general business management, corporate structure and
organizational development and other services as may arise for the
CLIENT, elements of which are more fully described in the
attached SCOPE OF WORK .
2.
RELATIONSHIP:
a.
CONSULTANT will serve as an independent
contractor, and nothing contained herein will be construed to
create the relationship of employer, employee or agent between
the CLIENT and CONSULTANT .
b.
CONSULTANT acknowledges that he is not an
employee of the CLIENT , and said CLIENT is not
obligated nor charged with the responsibility of withholding
income taxes from any compensation due the CONSULTANT ,
nor is the CLIENT obligated to pay Social Security taxes
for the CONSULTANT.
c.
CONSULTANT reserves full control of the
manner and means used in rendering their professional consulting
services to the CLIENT .
d.
CONSULTANT will devote the amount of time
to the affairs of the CLIENT as will be mutually
agreeable to the parties hereto. CONSULTANT reserves the
right to establish his own working hours, determine his own days
of work, and will not be required to perform his services upon
the CLIENT 's premises.
e.
CONSULTANT’s services hereunder are
nonexclusive reserves the right to perform services for more
than one CLIENT at any time, including clients which may
be competitors or involved in the same or similar business as
Client and may be performing such services concurrently
herewith.
f.
CONSULTANT further acknowledges and agrees
that he shall have no authority to bind CLIENT contractually or otherwise in any
manner.
3.
TERMINATION: This Agreement commences on the date written above and
shall terminate on March 1, 2009. By mutual agreement, the
Agreement may be extended for an additional period or periods as
agreed upon by both parties. Either party may terminate this
Agreement at any time by giving the other party 90 days written
notice of intention of such action.
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4.
PAYMENT: In consideration of the satisfactory
performance of the CONSULTANT ,
the CLIENT agrees to pay the CONSULTANT
according to the following terms:
a.
A monthly fee of fifteen thousand dollars ($15,000)
payable in equal amounts of seven thousand five hundred dollars
($7,500) on the 1 st and 15 th of each month,
beginning with the commencement date of this agreement.
b.
CLIENT shall reimburse CONSULTANT for all direct
out-of-pocket costs reasonably incurred by CONSULTANT
in the performance of services hereunder; provided, however, that
any expense in excess of $1,000 for any item must be approved in
advance by CLIENT . CLIENT shall reimburse
expenses promptly upon receipt of a statement therefore from
CONSULTANT accompanied by a reasonable supporting
documentation within fifteen (15) days of submissions of such.
c.
CLIENT agrees to pay CONSULTANT $2,000.00 monthly
towards health insurance premiums payable directly to
CONSULTANT for health plan selected by
CONSULTANT.
5.
REPRESENTATIONS AND
WARRANTIES OF CONSULTANT . CONSULTANT
hereby represents and
warrants to CLIENT , as of the date hereof, that:
a.
The Shares
will be acquired for investment for the CONSULTANT’s
own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof within the meaning of the
Securities Act of 1933, as amended (the “Securities
Act”), and the CONSULTANT has no present intention of
selling, granting any participation in or otherwise distributing
the same.
b.
The
CONSULTANT understands that the acquisition of the Shares
involves substantial risk. The CONSULTANT has experience as
an investor in securities of companies and acknowledges that it is
able to fend for itself, can bear the economic risk of its
investment and has such knowledge and experience in financial or
business matters that it is capable of evaluating
the merits and risks of its investment and protecting its own
interests in connection with this investment.
c.
CONSULTANT is an "accredited investor" within the
meaning of Regulation D of the Securities Act.
d.
CONSULTANT understands that (i) the Shares are characterized
as "restricted securities" under the Securities Act, inasmuch as
they are being acquired from the Company in a transaction not
involving a public offering and (ii) under the Securities Act and
applicable rules and regulations thereunder, such securities may be
resold without registration under the Securities Act only in
certain limited circumstances. CONSULTANT is familiar with
Rule 144 under the Securities Act, as presently in effect, and
understands the resale l
