SERVICES AGREEMENT
This Agreement (Agreement) is
entered into this 2nd day of July, 2009 , by and
between Marx Layne, Inc. (“Service Provider”),
an independent contractor, whose address is 31420 Northwestern
Highway , Suite 100, Farmington Hills, MI 48334 , a
Michigan Corporation, 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 it’s Subsidiary since inception; and,
Whereas: SERVICE PROVIDER has been requested by Client to
continue to provide marketing and content development services for
the Client and its Subsidiary operations including but not limited
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, content 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 up to $12,500 per month (up to $150,000 for the
annual period) for professional services rendered in either cash or
in registered common stock, at the option of the
Client. As such, the company hereby agrees to register
395,000 shares of Common stock in the name of the SERVICE PROVIDER
and to issue to SERVICE PROVIDER up to 32,917 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 and SERVICE PROVIDER shall be reimbursed for all
pre-approved travel expenses.
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Ad Placement Services
: Client agrees that any
Ad Placement purchases are in addition to this Services Agreement
and each Ad Placement purchases will be quoted and billed
separately.
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All approved 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 insurance as required under its state laws
for SERVICE PROVIDER's employees and agents and agrees to hold
harmle
