Exhibit 10.18
BUSINESS DEVELOPMENT
AGREEMENT
This Consulting Services Agreement
(“Agreement”), effective August ______, 2008, is made
by and between Lenny Dykstra (“Consultant”) and River
Hawk Aviation, Inc., a Nevada corporation
(“Company”).
WHEREAS, Consultant has extensive background in
the charter and private aviation and industry as well as in the
implementation of business development strategies;
WHEREAS, Company is a publicly held corporation
with its common stock shares currently trading the Over the Counter
and under the ticker symbol “RHWI.PK” (the Company
intends to apply to be quoted on the Over the Counter Bulletin
Board not later than the first half of December 2008), and desires
to further develop its aviation business; and
WHEREAS, Company desires to continue using the
business development services of the Consultant of the on the terms
and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration for the
Services provided to Company, the parties agree as
follows:
1. Services
of Consultant.
Consultant shall continue to perform bona fide
business development services primarily for the purpose of
increasing the Company’s client base and customer base,
researching and advising on, targeting and attracting joint venture
candidates, developing and implementing strategies for maximizing
the Company’s exposure to, and penetration of, the high
net-worth clientele target market, broadening its vendor base and
enhancing vendor relations, and increasing its revenue, in general
for the duration of this Agreement. These services
provided by Consultant for the Consideration herein shall not be in
connection with the offer or sale of securities in a
capital-raising transaction, nor in exchange for fees arising out
of shares issued in a business combination, and be for the direct
or indirect promotion or maintaining of a market for
Company’s securities. Consultant and Company agree
and acknowledge that this Agreement shall supersede and override
all prior understandings between Consultant and Company.
Company agrees to pay Consultant, as his fee and
as consideration for services provided, one million (1,000,000)
shares of common stock of the Company, which shares shall be
registered on Form S-8 with the United States Securities and
Exchange Commission (the “SEC”) issued to Lenny
Dykstra, the natural person performing the consulting services for
Company. All shares and certificates representing such
shares shall be subject to applicable SEC, federal, state (Blue
sky) and local laws and additional restrictions set forth
herein.
Each party agrees that during the course of this
Agreement, information that is confidential or of a proprietary
nature may not be disclosed to any other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues,
usage rates, advertising relationships, projections, and marketing
data (“Confidential Information”). Confidential
Information shall not include information that the receiving party
can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other
than the receiving party, (b) was known to the receiving party as
of the time of its disclosure, (c) is independently developed by
the receiving party, or (d) is subsequently learned from a third
party not under a confidentiality obligation to the providing
party.
Company agrees, to the extent not in conflict
with his current duties and positions with the Company and
allowable by law, to indemnify, defend, and shall hold harmless
Consultant and/or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action arises out of the negligence or willful
misconduct of Company.
Consultant agrees to indemnify, defend, and
shall hold harmless Company, its directors, employees and agents,
and defend any action brought against same with respect to any
claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action
arises out of the gross negligence or willful misconduct of
Consultant.
In claiming any indemnification hereunder, the
indemnified party shall promptly provide the indemnifying party
with written notice of any claim, which the indemnified party
believes falls within the scope of the foregoing paragraphs. The
indemnified party may, at its expense, assist in the defense if it
so chooses, provided that the indemnifying party shall control such
defense, and all neg
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