EXHIBIT 10.4
SERVICES
AGREEMENT
This
Services Agreement (the "Agreement") is dated as of February 12,
2008 between Bonanza Fund Management, Inc. ("BFM"), and Terra Nova
Financial Group, Inc. ("Terra Nova," and with BFM, collectively,
the "parties" and each individually, a "party").
RECITALS
WHEREAS,
upon Terra Nova's request Murrey Wanstrath is currently serving on
an interim basis as Terra Nova's Chief Financial Officer ("CFO"),
Secretary and Treasurer and Mr. Wanstrath currently serves as a
director of Terra Nova;
WHEREAS,
Mr. Wanstrath is currently and will remain at all times during this
Agreement an employee of BFM; and
WHEREAS,
BFM and Terra Nova wish to set forth their understanding of the
terms under which BFM agrees to provide Mr. Wanstrath's services to
Terra Nova on the terms described herein.
NOW,
THEREFORE, in consideration of the premises above, the mutual
promises contained herein, and for other good and valuable
consideration, the parties agree as follows:
1.
TERM
The
terms of this Agreement will be effective as of November 19, 2007,
the date Mr. Wanstrath began serving as CFO (the "Effective Date")
and will continue in effect until terminated in accordance with
Section 6 (the "Term").
2.
SERVICES,
OFFICER STATUS
2.1
BFM Obligations . During the Term, BFM agrees to make Mr.
Wanstrath available to provide the services contemplated in this
Section 2.1 to Terra Nova. Mr. Wanstrath will serve as Terra Nova's
CFO, Secretary and Treasurer, fulfilling the customary duties,
obligations, and responsibilities of such offices (the "Services"),
subject to the instructions with regard thereto by the President or
Chief Executive Officer of Terra Nova and the direction of the
Board of Directors. BFM shall not have the authority to direct Mr.
Wanstrath's action on behalf of Terra Nova, nor shall it be
responsible for the performance of, or causing the performance of,
his duties to Terra Nova.
2.2
Facilities . Terra Nova will provide Mr. Wanstrath with
access to, and use of, appropriate office space at Terra Nova's
offices for performing the Services.
2.3
Independent Contractors . The parties do not intend for this
Agreement to create an agency relationship between Terra Nova and
BFM, and BFM shall not have and shall not represent that it has the
authority to bind Terra Nova as a result of this agreement or Mr.
Wanstrath's service to Terra Nova. BFM shall not have the authority
to direct any management action or policy of Terra Nova, including
the time, place or manner in which Mr. Wanstrath performs the
Services or his duties to Terra Nova. Notwithstanding Mr.
Wanstrath's status as an employee of BFM during the term of this
agreement, he shall also be an officer and agent of Terra Nova and
shall have duties consistent therewith.
2.4
Office Status . Terra Nova will assure that Mr. Wanstrath is
appointed to the offices of Chief Financial Officer, Secretary and
Treasurer of Terra Nova, and consistent therewith is entitled to
the same indemnity and exculpation as that available to officers of
Terra Nova under Terra Nova's articles of incorporation and bylaws,
and that Mr. Wanstrath is an "Insured Person" under the directors
and officers liability policies maintained by or for the benefit of
Terra Nova or its officers.
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2.5
Securities Filings . Terra Nova will provide Mr. Wanstrath
access to and services of its counsel in connection with the
preparation and filing of reports required pursuant to Section 16
of the Securities Exchange Act of 1934.
2.6
No Investment Authority . Mr. Wanstrath will not have
investment authority on behalf of BFM with respect to any Terra
Nova securities, nor will he have the authority to direct the vote
thereof during the term of this agreement.
3.
CHARGES
AND PAYMENTS
3.1
Charges . During the Term, Terra Nova will pay BFM the
amount of Four Thousand Three Hundred Thirty Dollars ($4,330.00)
per week and will reimburse BFM for Mr. Wanstrath's reasonable
travel and temporary housing costs incurred in connection with
providing the Services (the "Charges").
3.2
Payment Terms . On the first day of each month during the
Term, BFM will issue an invoice to Terra Nova for amounts owed
under Section 3.1, including appropriate detail of travel and
temporary housing costs. All invoices submitted by BFM to Terra
Nova will be due and payable within thirty (30) days of the date of
the invoice.
4.
PROPRIETARY
RIGHTS
4.1
Confidential Information . Mr. Wanstrath shall execute a
confidentiality and non-solicitation agreement in form and
substance substantially similar as those entered into by other
executive officers of Terra Nova. The parties do not intend that
BFM should become aware of any material non-public information
concerning Terra Nova as a result of Mr. Wanstrath's service
hereunder. Nevertheless if BFM does become aware of such material
non-public information, BFM shall not trade any securities of Terra
Nova until such information is publicly available or no longer
material.
4.2
Terra Nova's Intellectual Property . The Parties acknowledge
that Terra Nova is the owner of any intellectual property rights
created by Mr. Wanstrath during the Term and relating to Terra
Nova's business, including inventions, patents, copyrights and
trade secrets.
4.3
Mr. Wanstrath's Duty . Nothing herein, nor any service by
Mr. Wanstrath as an employee, officer or agent of Terra Nova or
BFM, shall obligate him to disclose any information about Terra
Nova or BFM, as the case may be, to the other to the extent that
Mr. Wanstrath determines such disclosure is prohibited or limited
by his fiduciary duty as an officer, director or otherwise to the
party from whom the information was obtained.
5.
QUALITY
OF WORK; LEGAL COMPLIANCE
5.1
Quality of Work . BFM will instruct Mr. Wanstrath to perform
the Services in a professional manner, to the best of his ability.
BFM makes no warranty regarding Mr. Wanstrath's performance of the
Services and none shall be implied. The parties recognize and
agree that BFM is not in the business of providing accounting or
any other service to third parties, and that BFM will not supervise
Mr. Wanstrath's work or be responsible therefor in any way
.
5.2
Compliance with Law . Subject to the foregoing, BFM will
instruct Mr. Wanstrath to perform the Services in a manner that
complies with applicable laws in all material respects. Terra Nova
will similarly instruct Mr. Wanstrath that it expects the Services
to be performed in a manner that complies with applicable laws in
all material respects.
6.
TERMINATION
6.1
Termination at Will . At any time, either party may deliver
written notice of its intent to terminate this Agreement for any
reason or no reason. The termination notice will specify a
termination
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date no less than one (1) week after the date of
such notice; provided, however, that if Mr. Wanstrath terminates
his employment with BFM, this Agreement will terminate immediately
upon notice from BFM to Terra Nova.
6.2
Rights on Termination . BFM, upon termination of this
Agreement, will use its best efforts to cause Mr. Wanstrath to
deliver, as Terra Nova may direct, all books of account, registers,
correspondence and records of all and every description relating to
the affairs of Terra Nova which are in BFM's or Mr. Wanstrath's
possession as a result of the Services. In addition, BFM will
reasonably cooperate in assuring a transition of any open
work-related matters from Mr. Wanstrath to such person or persons
as may be designated by Terra Nova to succeed him in those
responsibilities.
7.
INDEMNIFICATION,
LIMITATION OF LIABILITY
7.1
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