SERVICES AGREEMENT
This Agreement (Agreement) is
entered into this 2nd day of July, 2009 , by and
between Awecomm Technologies, LLC (“Service
Provider”), an independent contractor, whose address is
165 Kirts Boulevard , Suite 400, Troy, MI 48084 , a
Michigan limited liability company, and HALBERD Corporation,
a public company, whose address is 10755 Vernon
Avenue Huntington Woods, MI 48070 (Client), and
its wholly owned subsidiary SellMyBusinessNow.com
(“Subsidiary”) in consideration of the mutual promises
made herein, as follows:
Services to be Performed by
Service Provider
Specific Project Client : Halberd
Corporation and its related subsidiary entities
(Client).
Whereas: SERVICE PROVIDER has been a contractor to the
Client and its Subsidiary since inception; and,
Whereas: SERVICE PROVIDER has been requested by Client to
continue to provide webhosting and development services for the
development of Version 2 of the Subsidiary’s
SellMyBusiness.com front-end and back-end operations as well as
other related services and IT infrastructure related to
SellMybusiness.com and Halberd Corporation for the contract year
beginning August 1, 2009 and ending July 31, 2010; and,
Whereas: Client considers SERVICE PROVIDER to be
essential to the future success of Client’s subsidiary
operations.
The parties hereby agree as
follows:
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Method of Performing
Services
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SERVICE PROVIDER will utilize their
specific methods, details, and means of performing the all
necessary or requested services and may also add to or enhance said
methods and details with prior approval of the
Client. All work products including deliverables, form
and function, software code and technology as well as notes,
emails, documents or other forms of communication are the property
of the Client and must be provided to Client at the conclusion of
the Project or upon request.
In consideration for the services to
be performed and for services which have already been performed by
SERVICE PROVIDER on behalf of the Subsidiary, CLIENT agrees to pay
SERVICE PROVIDER as follows:
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Services payment
: Client agrees to pay
to SERVICE PROVIDER the sum of $35,000 in Registered Common Stock
at Fair Market Value for services already performed on behalf of
Client. Client agrees to pay the remaining payable of
$87,568.000 for services already rendered in cash.
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On-going Monthly Services
Agreement : The Client
agrees to pay up to $16,665 per month (up to $199,980 for the
annual period) for services either in cash or in registered common
stock, at the option of the Client. As such, the company
hereby agrees to register 804,000 shares of Common stock in the
name of the SERVICE PROVIDER and to issue to SERVICE PROVIDER up to
43,855 shares of common stock per month in lieu cash payments.
Further, SERVICE PROVIDER shall also agree that Under no
condition will SERVICE PROVIDER or any related or affiliated
member, entity or person short sell the stock nor will it cause the
stock to be short sold on its own behalf or on behalf of any
investor, fund, institution or other;
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Upon the Client’s Board of
Directors creating a qualified Stock Option Plan for Vendors,
SERVICE PROVIDER shall be allowed to participate.
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Travel Reimbursement
: SERVICE PROVIDER shall
submit expense reports and all original receipts related to the
Client Company to the SERVICE PROVIDER and SERVICE PROVIDER shall
be reimbursed for all pre-approved travel expenses.
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All payments shall be processed
within 30-business days of Client’s receipt of invoice from
SERVICE PROVIDER.
This Agreement will become effective
on the date first written above and continue until July 31, 2010 or
until Project is completed, the Client contract is terminated or
the SERVICE PROVIDER is otherwise released from the project by
Client or at such time as this Contract is renewable by Agreement
of the parties.
4.
SERVICE PROVIDER Service
Level
SERVICE PROVIDER has the requisite
background and knowledge to perform the tasks required by this
Agreement and hereby agrees to devote the necessary amount of time
to fully complete the Project to the satisfaction of SERVICE
PROVIDER and the Client. Additionally, Client agrees
that SERVICE PROVIDER may represent, perform services for, and be
employed by such additional clients, persons, or companies as
SERVICE PROVIDER, in SERVICE PROVIDER's sole discretion, sees
fit.
SERVICE PROVIDER agrees to provide
workers' compensation in
