Attached files
| file | filename |
|---|---|
| 8-K - Thwapr, Inc. | v179918_8k.htm |
| EX-3.1 - Thwapr, Inc. | v179918_ex3-1.htm |
| EX-99.2 - Thwapr, Inc. | v179918_ex99-2.htm |
| EX-10.4 - Thwapr, Inc. | v179918_ex10-4.htm |
| EX-10.5 - Thwapr, Inc. | v179918_ex10-5.htm |
| EX-99.1 - Thwapr, Inc. | v179918_ex99-1.htm |
| EX-10.8 - Thwapr, Inc. | v179918_ex10-8.htm |
| EX-10.7 - Thwapr, Inc. | v179918_ex10-7.htm |
| EX-10.9 - Thwapr, Inc. | v179918_ex10-9.htm |
| EX-10.4(A) - Thwapr, Inc. | v179918_ex10-4a.htm |
| EX-99.3 - Thwapr, Inc. | v179918_ex99-3.htm |
Exhibit
10.6
Mobile
Video Development, Inc.
March 31,
2009
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To:
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BRUCE
GOLDSTEIN
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From:
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MAURIZIO
VECCHIONE
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Re:
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Personal
Services
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Dear
Bruce:
This
letter will confirm the interest of Mobile Video Development, Inc. (“MVDI” or
“the Company”) in engaging your personal services, on behalf of Universal Management, as a
consultant and request that you act in the capacity of President and
Chief Executive Officer. We believe that you have relevant knowledge
of the wireless communications industry, in general, as well as intimate
familiarity of the MVDI business plan, and such knowledge is expected to be of
value to MVDI in connection with the anticipated commercial launch of its new
and innovative, proprietary peer-to-peer video syndication business tentatively
identified as the “Thwapr” (the “Project”) being developed by MVDI.
It is
anticipated that you will provide your personal services to MVDI as described on
Exhibit “A” attached hereto, and otherwise as may be reasonably requested from
time to time and mutually agreed in writing by you and MVDI (the
“Services”). Your services are considered to be ‘at will’ and your
Services may be terminated by you or MVDI with or without cause at any time
subject to the requirements for notice as set forth on Exhibit “A”.
We ask
that you allow MVDI to use your approved name, likeness and biographical
information on MVDI’s website and other corporate communications offered by MVDI
to the public in connection with the Project.
We assume
that in asking you to render the Services, you are not a party to or otherwise
subject to any agreements or restrictions that would prohibit you from entering
into this Agreement and rendering the Services as contemplated by this Agreement
in accordance with the terms hereof, and this Agreement and the transactions
contemplated hereby will not infringe or conflict with, and are not inconsistent
with, the rights of any other person or entity.
In the
unlikely event of any dispute between you and MVDI, the laws of the State of New
York will be applicable. Please acknowledge receipt of this letter
and your agreement to its terms by signing and returning to us a copy of this
page. We look forward to working with you!!
Mobile
Video Development, Inc.
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By
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Maurizio
Vecchione, Chairman of the Board
The
undersigned hereby consents and agrees to the preceding:
Consultant:
Universal
Management, Inc.
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By
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Dated:
March 31, 2009
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Bruce
Goldstein
Exhibit
“A”
General Terms and
Conditions
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1.
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Duties: You
shall serve as President, Chief
Executive Officer and a Member of the Board of Directors of
MVDI. In addition to the duties of President/Chief Executive
Officer, you shall also provide overall management of MVDI, execution of
its strategic plan, supervise its business activities and employees, and
provide oversight and general supervision of a number of areas: (A)
oversight of corporate governance and regulatory compliance, (B) provide
management reporting and compensation recommendations to the MVDI’s Board
of Directors, (C) develop corporate business policy, (D) be generally
responsible for achievement of key metrics and goals or targets
established by the Board of Directors, (E) provide oversight of technology
and product infrastructure, (F) identification engagement and management
of all key vendors and outsourced services,(G) management and employee
recruitment, and, (H. Generally, you will be responsible to
report to the Board of Directors. You understand that the Company is in
the process of becoming a public listed company. You understand and agree
that your duties might expand once the Company in a manner consistent with
the requirement of Chief Executive Officers in public companies. This
might include signing certifications, reports and other financial
reporting as required by Securities
regulators.
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2.
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Time
Commitment: MVDI acknowledges that while you have other
business interests and consulting arrangements that require some of your
time and attention, you have agreed to serve on a full time basis and you
will generally devote your full productive energies to performing your
responsibilities and duties. MVDI agrees that so long as such
other existing business activities do not interfere with your commitment
to MVDI, you may continue to pursue such other activities so long as you
do not engage in any activity that is directly or indirectly competitive
with the business of MVDI. You also agree to spend time on the company’s
premises in a manner consistent with your
duties.
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3.
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Compensation:
In addition to any compensation otherwise payable to all members of
the Board of Directors in their capacities as directors, you shall be
compensated at a rate of $20,000.00 per month for each month or part
thereof worked on behalf of MVDI. An initial
retainer of $20,000.00 shall be payable upon execution of this Agreement
against all monthly billings. Compensation shall be payable on
the first day of each calendar month commencing April 1,
2009. Invoices will be paid within five (5) days after receipt
by MVDI.
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4.
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Termination: At
least ninety (90) days advance written notice of
termination.
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5.
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Benefits: As
a consultant, you will be treated as an independent contractor and not as
an employee of MVDI. Therefore, you will not be entitled to any
form of benefits provided to regular, full time employees of
MVDI. You will not be entitled to any additional form of
compensation for attending meetings of the MVDI Board of Directors other
than your monthly compensation.
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6.
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Successors and
Assigns. This Agreement shall be assumed by any
successor-in-interest or assigns of
MVDI.
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7.
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Indemnification. As
a member of the Board of Directors of MVDI and an officer of the Company,
you shall be accorded full indemnification by MVDI for your acts and
omissions as an officer of MVDI, and shall be covered by MVDI’s directors’
and officers’ errors and omissions liability insurance coverage and, in
the event MVDI becomes a company or subsidiary of a company with publicly
traded securities, MVDI, or such parent, shall maintain directors’ and
officers’ errors and omissions liability insurance coverage with a limit
of at least $5.0 million in coverage. You will be named (or
additional) insured on the policy and will be provided with a Certificate
of Insurance.
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8.
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Work for
Hire. We do ask that you disclose to MVDI all
inventions, improvements and other innovations related to the Project that
you may make or conceive in the course of serving as a consultant to MVDI,
if such inventions, improvements and/or other innovations are related to
the Project and the Services performed by you for MVDI and whether or not
the same are eligible for patent, copyright, trademark, trade secret or
other legal protection ("Innovations"), and such Innovations shall be
deemed to constitute “work for hire”. By your acceptance of
this letter agreement, you agree that all Innovations made in the course
of doing business for MVDI that are unrelated to your other business
activities but result from your participation as a consultant to MVDI will
be the sole and exclusive property of MVDI. It is the intent of
the parties that efforts and specific responsibilities under this
Agreement shall be separate and distinct from those duties performed by
you in your other business activities. At MVDI's request and
expense, during and after the time period of your performing the Services,
you agree to assist and cooperate with MVDI in all respects and will
execute documents, and, subject to your reasonable availability, take
further actions reasonably requested by MVDI to obtain for, maintain and
enforce patent, copyright, trademark, trade secrets and other legal
protection for the Innovations to be owned by MVDI MVDI will compensate
you at an agreed upon rate for these
services.
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9.
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Non-Disclosure. During
and after the period of this Agreement, you agree that you will not use or
disclose or instruct anyone else to use or disclose any non-public,
proprietary trade secrets that belong to MVDI and relate to the Project,
MVDI’s protocols, non-public proprietary technology, intended services,
products, vendors or customers (the “Confidential Information”), except as
may be necessary in the performance of the Services or as may be
authorized in advance by appropriate executives of
MVDI. "Confidential Information" shall include the Innovations,
other scientific information, programs and data, formulations, ingredient
lists, business strategies, financial information, forecasts, personnel
information, customer lists, trade secrets and any other non-public
proprietary, technical or business information, whether given to you
orally, in writing, electronically or by any other means. These
restrictions, however, will not apply to Confidential Information that has
become known to the public generally through no fault or breach of yours
or that MVDI or MVDI regularly gives to third parties without restriction
on use or disclosure. Upon termination of your Services to
MVDI, we ask that you promptly deliver to MVDI all documents and materials
of any nature pertaining to your Services and containing any Confidential
Information.
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10.
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Definitive
Agreement. By your initial below, you acknowledge that
the terms of this Memorandum may be incorporated into a more definitive
employment or consulting services agreement in the discretion of the
Company but, at a minimum must contain the same general terms and
conditions set forth herein.
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