Exhibit
10.1
SOFTWARE DEVELOPMENT AND
CONSULTING AGREEMENT
BETWEEN REMINDERBOX, INC. AND TIM
MILLER OF ATREIDES, LLC
REMINDERBOX. (Client) wishes to obtain,
and Tim Miller of Atreides, LLC (Consultant) wishes to provide,
software development and consulting services according to the
following terms:
1. Consulting
Services.
As requested by
Client and agreed to by Tim Miller, from time to time, whether in
writing, by purchase order, or verbally, Tim Miller shall provide
consulting and software development services on a time and expenses
basis according to the terms of this agreement.
The primary
purpose of this engagement is to continue the computer programming
development of a mobile marketing software application and SMS
Gateway.
The total
solution being developed includes, 1) a suite of .NET
software applications that will enable the company’s clients
to manage mobile marketing campaigns, 2) a complete backend
system framework of databases and application servers that process
SMS transactions to and from SMS aggregators .
2. Changes
in Plans.
Once Tim Miller
agrees to commence a project for Client, Tim Miller will plan its
activities and staffing according to the hours required for the
project. Consequently, if Client wishes to reduce the
hours required for a project after the project has been assigned,
Client must elect that the reduction will not take effect for at
least 30 days from the date of notice to Tim Miller.
3. Compensation.
(a) For
the period beginning January 1, 2007, and continuing until either
party has terminated this agreement in writing, Client will pay
Consultant $9,000 monthly.
(b) At
the end of each month, Client may request additional payments for
the following month based on estimated work efforts required to
meet time-sensitive deliverables.
(d) Client
will potentially make continued commitments for further work and
additional compensation if additional resources are
required.
(e) Client
will reimburse Tim Miller for reasonable expenses.
4. Payment.
(a) Within
10 days after services are provided, Client shall pay Tim Miller
for invoiced services rendered and reasonable expenses incurred on
behalf of Client.
5. Warranties
and Limitations.
(a) Client
warrants that Tim Miller will have the appropriate right, title,
and interest to the software development tools used, and the work
product will not infringe any rights of third parties due to such
software.
(b) Tim
Miller does not warrant that its designs or programming will be
error free; however, Tim Miller will use reasonable efforts to
attempt to correct any reported design or programming errors as a
service to be provided under this agreement. Tim Miller
shall have no liability for design decisions made wholly or in part
by Client or any other consultant for Client.
(c) THERE
ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY
LIABILITY BY TIM MILLER TO CLIENT SHALL BE LIMITED TO AMOUNTS
RECEIVED FROM CLIENT. TIM MILLER SHALL NOT BE LIABLE FOR
ANY CLAIM OR DEMAND, EITHER DIRECTLY OR AS A RESULT OF A THIRD
PARTY CLAIM AGAINST CLIENT, FOR LOST PROFITS, OR FOR INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES.
6. Transfer
of Ownership.
(a) If,
in the course of providing services under this agreement, Tim
Miller creates any enhancements or modificat
