Exhibit 10.4
EMPLOYMENT SERVICES AGREEMENT
This
Employment Services Agreement (“Agreement”),
effective May 22, 2007, is made by and between Robert Scott
(“Executive”) and River Hawk Aviation, Inc., a
Nevada corporation (“Company”).
WHEREAS,
Executive has extensive background in accounting and financial
management of aviation and aviation-related
concerns;
WHEREAS,
Executive has served as the Chief Financial Officer of the
Company without compensation during FY 2006 and continues to
serve as Chief Financial Officer without though the current
date, during which Executive has continues to manages the
finances and financial reporting of the Company and to
implement financial strategies as well as carrying out other
customary duties of a Chief Financial Officer (the
“Services”);
WHEREAS,
Company is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under
the ticker symbol “RHWA,” and desires to further
develop its aviation business; and
WHEREAS,
Company desires to continue using the Services of the
Executive 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 Executive.
Executive
shall continue to perform bona fide financial management,
accounting, and financial reporting of the Company and to
implement financial services and customary duties as Chief
Financial Officer of the Company during for the duration of
this Agreement. These services provided by Executive for the
Consideration herein shall not be in connection with the offer
or sale of securities in a capital-raising transaction, shall
not be for directly or indirectly promoting or maintaining a
market for Company’s securities. Executive and Company
agree and acknowledge that this Agreement shall supersede and
override all prior understandings between Executive and
Company.
2.
Consideration.
Company
agrees to pay Executive, as his fee and as consideration for
services provided, 200,000 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 Robert Scott, the natural person
performing the Employment 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.
3.
Confidentiality.
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.
4.
Indemnification.
(a)
Company.
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 Executive 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.
(b)
Executive.
Executive
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
Executive.
(c)
Notice.
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 negotiations relative to the
settlement of any such claim. Any settlement intended to bind
the indemnified party shall not be final without the
indemnified party's written consent, which shall not be
unreasonably withheld.
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