Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Max Sound Corp | f8k021710_soact.htm |
Exhibit 10.1
GLOBAL
EQUITY VENTURES, L.L.C.
550 South
Federal Highway
Ft.
Lauderdale, FL 33301
February
17, 2010
Greg
Halpern - CEO
So Act
Network, Inc.
10685-B
Hazelhurst Drive #6572
Houston,
TX 77043
Phone:
(210)401-7667
RE:
CONSULTING AGREEMENT WITH GLOBAL EQUITY VENTURES, L.L.C.
Dear Mr.
Halpern,
This
letter (the "AGREEMENT") shall confirm the engagement of Global Equity Ventures,
LLC ("GLOBAL") by So Act Network, Inc. [OTCBB: SOAN] (the "COMPANY") for
purposes of providing, on a non-exclusive basis, investor awareness and business
advisory services as set forth below in consideration for the compensation
described hereinafter. The Agreement shall be effective as of the date set forth
above.
The
Company agrees to provide Global such information, historical financial data,
business plans, due diligence documentation, and other information (collectively
the "INFORMATION") in the possession of the Company or its agents that Global
may reasonably request or require to perform the Services (as hereinafter
defined) set forth herein. The Information provided by the Company to Global
shall be true, complete, accurate and current in all respects and shall not set
forth any untrue statements nor omit any fact required or necessary to make the
Information provided not misleading. The Company acknowledges that Global may
rely on the accuracy and completeness of all Information provided by the Company
without independent verification. The Company authorizes Global to use such
Information in connection with its performance of the Services. Global shall use
its commercially reasonable best efforts to preserve the confidentiality of
Information expressly designated as confidential by the Company.
Global
will use its best efforts to furnish ongoing investor awareness and business
advisory services (the "SERVICES") as the Company may from time to time
reasonably request. The Services may include without limitation the following:
preparation and assistance with investor presentations; the identification and
evaluation of financing transactions; and introductions to investors that Global
believes to be in the best interest of the Company.
The
term of this Agreement shall be 12 months from the effective date of this
Agreement (the "TERM"). In the event that the Company desires to terminate this
Agreement prior to the expiration date, it shall provide Global with at least
thirty (30) days prior written notice of its intention to terminate this
Agreement and this Agreement shall so terminate following the expiration of this
thirty (30) day period (the "Termination Date"), without any further
responsibility for either party; provided, however, that Global shall be
entitled to receive all shares (as set forth below), and un-reimbursed expenses,
if any, outstanding as of the Termination Date.
In
consideration for the services described herein, the Company shall issue and
deliver to Global one million (1,000,000) non-refundable shares of the Company's
common stock (the "SHARES") within one week of the signing of this
agreement.
So Act
Network, Inc.
Consulting
Agreement
02/17/10
Page 2 of
5
The
Company agrees that after six months holding period it shall instruct its
counsel to provide an appropriate Rule 144 opinion letter to its transfer agent
allowing for the removal of such legend.
The
Shares shall be assigned to Global Equity Ventures, LLC and forwarded to the
following address:
Global Equity Ventures,
LLC
Attention: Jerrold Krystoff, Managing
Member
550 South Federal
Highway
Ft. Lauderdale, FL
33301
The
Company represents and warrants that it has provided Global access to all
Information available publicly and in the Company’s SEC filings concerning its
condition, financial and otherwise, its management, its business, and its
prospects (the "DISCLOSURE DOCUMENTS"). The Company represents that it will
continue to provide Global with any Information or documentation necessary to
verify and update the accuracy of the Information contained in the Disclosure
Documents and will promptly notify Global in writing upon the filing of any
registration statement or other periodic reporting documents filed pursuant to
the rules and regulations of the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended.
The
Company recognizes that Global now renders and may continue to render financial
consulting, management, investment consulting and other services to other
companies that may or may not conduct business and activities similar to those
of the Company. Global shall be free to render such advice and other services
and the Company hereby consents thereto. Global shall not be required to devote
its full time and attention to the performance of its duties under this
Agreement, but shall devote only so much of its time and attention as it deems
reasonable or necessary to fulfill its obligation hereunder.
During
the Term of this Agreement the Company covenants, promises and agrees
that:
(a) Company
shall immediately notify Global if it is contacted by any regulatory agency for
failing to maintain certain listing requirements or any other
reason.
(b) Company
shall furnish Global with copies of its annual, quarterly and proxy filings with
the SEC, within thirty (30) days of the Company's filing thereof.
(c) Company
shall furnish Global all press releases and any copies of any communication to
the general public and its shareholders.
(d) Company
shall immediately notify Global if it is the subject of any investigation or
material litigation.
So Act
Network, Inc.
Consulting
Agreement
02/17/10
Page 3 of
5
(e) At
least three (3) business days prior to the dissemination of any public
announcement regarding this Agreement, including the fact of its existence, the
Company shall submit to Global, for its review and comment, the proposed public
announcement. Global shall thereafter have three (3) business days within which
to submit its proposed amendments to the public announcement for inclusion
therein. The proposed amendments shall be incorporated in the final version to
be disseminated by the Company, unless, in the reasonable judgment of counsel to
the Company, such amendments should not be incorporated.
This
Agreement shall be governed by, venue held in, and construed under the laws of
the state of the defendant in any action without regard to principals of
conflicts of laws provisions. If a dispute arises out of or relates to this
Agreement, or the breach thereof, and if said dispute cannot be settled through
direct discussion, the parties agree to first endeavor to settle the dispute in
an amicable manner by mediation under the Commercial Mediation Rules of the
American Arbitration Association before resorting to arbitration. Thereafter,
any unresolved controversy or claim arising out of or relating to this Agreement
or a breach thereof shall be settled by arbitration in accordance with the rules
of the American Arbitration Association, and judgment upon the award rendered by
the Arbitrator may be entered in any court having jurisdiction
thereof.
a.
Any provisional remedy, which would be available from a court of law, shall be
available to the parties to this Agreement from the Arbitrator pending
arbitration.
b.
The site of the arbitration shall be in the preferred venue of the defendant in
any action.
c.
In the event that a dispute results in arbitration, the parties agree that the
prevailing party shall be entitled to reasonable attorney's fees to be fixed by
the arbitrator.
The
Company shall indemnify and hold harmless Global and its directors, officers,
employees, agents, attorneys and assigns from and against any and all losses,
claims, costs, damages or liabilities (including the reasonable fees and
expenses of legal counsel) to which any of them may become subject in connection
with the investigation, defense or settlement of any actions or claims: (i)
caused by the Company's misstatement or alleged misstatement of a material fact
or omission or alleged omission of a material fact required to make any
statement not misleading; (ii) arising in any manner out of or in connection
with the rendering of Services by Global hereunder; or (iii) otherwise in
connection with this Agreement.
The
Company acknowledges that Global has made no guarantees that its performance
hereunder will achieve any particular result with respect to the Company's
business, stock price, trading volume, market capitalization or
otherwise.
So Act
Network, Inc.
Consulting
Agreement
02/17/10
Page 4 of
5
All
notices hereunder shall be in writing and shall be validly given, made or served
if in writing and delivered in person or when received by facsimile
transmission, or five days after being sent first class certified or registered
mail, postage prepaid, or one day after being sent by nationally recognized
overnight carrier to the party for whom intended at the address set forth after
each parties signatures.
If
any clause or provision of this Agreement is illegal, invalid or unenforceable
under applicable present or future Laws effective during the Term, the remainder
of this Agreement shall not be affected. In lieu of each clause or provision of
this Agreement that is illegal, invalid or unenforceable, there shall be added
as a part of this Agreement a clause or provision as nearly identical as may be
possible and as may be legal, valid and enforceable. In the event any clause or
provision of this Agreement is illegal, invalid or unenforceable as aforesaid
and the effect of such illegality, invalidity or unenforceability is that either
party no longer has the substantial benefit of its bargain under this Agreement
and a clause or provision as nearly identical as may be possible cannot be
added, then, in such event, such party may in its discretion cancel and
terminate this entire Agreement provided such party exercises such right within
a reasonable time after such occurrence.
The
parties agree and acknowledge that they have jointly participated in the
negotiation and drafting of this Agreement and that this Agreement has been
fully reviewed and negotiated by the parties and their respective counsel. In
the event of an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumptions or burdens of proof shall arise favoring any party by virtue of the
authorship of any of the provisions of this Agreement.
This
Agreement may not be modified, amended, supplemented, canceled or discharged,
except by written instrument executed by all parties. No failure to exercise and
no delay in exercising, any right, power or privilege under this Agreement shall
not operate as a waiver, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude the exercise of any other right, power or
privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be implied from any course of dealing between the parties.
To be effective, all waivers must be in writing, signed by both parties. The
rights and remedies of the parties under this Agreement are in addition to all
other rights and remedies, at law or equity, that they may have against each
other except as may be specifically limited herein.
This
Agreement contains the entire understanding of the parties in respect of its
subject matter and supersedes all prior agreements and understandings (oral or
written) between or among the parties with respect to such subject matter. The
parties agree that prior drafts of this Agreement shall not be deemed to provide
any evidence as to the meaning of any provision hereof or the intent of the
parties with respect thereto. Any amendment or modification to the Agreement
shall be by written instrument only and must be executed by a representative,
with complete authority, from the Company and Global.
So Act
Network, Inc.
Consulting
Agreement
02/17/10
Page 5 of
5
This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one and the same
instrument. A telecopy signature of any party shall be considered to have the
same binding legal effect as an original signature.
If
the foregoing is in accordance with your understanding, kindly confirm your
acceptance and agreement by signing and returning the enclosed duplicate of this
Agreement that will thereupon constitute an agreement between us.
Yours
very truly,
____________________________
Jerrold
Krystoff
Managing
Member
Global
Equity Ventures, LLC
Accepted
and approved this 17th day of February, 2010.
| By: | GREG HALPERN |
| Name: | MR. GREG HALPERN - CEO |
| Title: | PRESIDENT AND CHAIRMAN |
| Company: | SO ACT NETWORK, INC. |
| Address: | 10685-B HAZELHURST DRIVE #6572 |
| HOUSTON, TX 77043 | |
| Phone: | (210)401-7667 |