Exhibit 10.8
Structure REDS Services Agreement
This Agreement is entered into as of
the 8th day of September, 2009 (“Effective Date”), by
and between MDI, Inc., (“MDI”) and 214
Investments, Inc. (“214”).
WHEREAS, 214 and MDI have entered
into an Option Agreement pursuant to which 214 has the exclusive
right and option to acquire from MDI its membership interest in
Structure REDS, LLC. (“Structure”). Prior to Closing,
MDI desires that 214 manage the operations of Structure and 214 has
agreed to do so on the terms and conditions set forth
hereafter.
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and undertakings contained in
this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, 214 and
MDI hereby agree as follows:
1.
Term of the Agreement. The term of this Agreement shall be from the
Effective Date to and including September 8, 2010 (the
“Term”), although the actual duration of specific
services may be for a shorter or longer period as agreed to by 214
and MDI.
2.
Employees — On the Effective Date, the employees of MDI
engaged in the Structure business (as set forth on Schedule A)
shall be terminated by MDI and shall be offered employment by
214.
3.
Services — During the term of this Agreement, 214 will
provide the necessary services for Structure to perform its
obligations under all current and future projects. Such services
include, but are not limited to: executive and project management,
human resources, payroll, treasury and risk management, accounting,
tax compliance, telecommunications services and information
technology, administrative, legal, litigation support, and product
support services. Additionally, 214 will provide necessary office
space, equipment and supplies (collectively
“Services”).
4.
Consideration — 214 will be responsible for all project
invoicing in the name of Structure and shall use its best efforts
to collect all invoiced amounts on behalf of Structure. In
consideration for the Services, 214 shall be paid monthly 99% of
the gross revenue collected, less any expenses related to
Structure.
5.
Level of Service. 214 undertakes to use the same degree of care in
rendering Services under this Agreement as it respectively utilizes
in rendering such services for its own operations and shall not be
liable for any failure to provide Services other than a failure
caused by or attributable to its gross negligence or intentional
misconduct or that of any of its
