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-10.9 - Thwapr, Inc. | v179918_ex10-9.htm |
| EX-10.6 - Thwapr, Inc. | v179918_ex10-6.htm |
| EX-10.4(A) - Thwapr, Inc. | v179918_ex10-4a.htm |
| EX-99.3 - Thwapr, Inc. | v179918_ex99-3.htm |
Exhibit
10.7
Mobile
Video Development, Inc.
March
31, 2009
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To:
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Barry
Hall
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From:
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Bruce
Goldstein
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Re:
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Personal
Services
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Dear
Barry:
This
letter will confirm the interest of Mobile Video Development, Inc. (“MVDI” or
“the Company”) in engaging your personal services which shall be provided by
Carlaris, Inc., as a consultant and request that you act in the capacity of
Chief Financial Officer of MVDI. 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 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.
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In the
unlikely event of any dispute between you and MVDI, the laws of the State of New
York will be applicable. Please acknowledge of 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.
By
________________________________
Bruce
Goldstein,
The
undersigned hereby consents and agrees to the preceding:
Consultant:
Carlaris,
Inc.
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By
_________________________________
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Dated:
March 31, 2009
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Barry
Hall, Its President and
Individually
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Exhibit
“A”
General Terms and
Conditions
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1.
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Duties: You
shall serve as Chief Financial Officer of MVDI. In addition to
the duties of Chief Financial Officer, you shall also be responsible for
overall financial management and treasury functions for MVDI, devise,
implement and manage all financial controls, policies and procedures,
supervise its accounting and tax reporting activities and manage employees
engaged in providing accounting and treasuring functions. In
that regard, you shall provide general oversight and supervision of a
number of areas: (A) corporate regulatory compliance, tax and securities
filings, (B) manage all audit activities and coordinate the services of
MVDI’s outside auditors, (C) manage corporate contracts with outside
vendors, (D) be generally responsible for tracking and reporting of key
financial metrics and goals or targets established by the Board of
Directors, (E) provide oversight of credit and risk management, pricing
and define as well as monitor customer credit policies, (F) monitor and
manage accounts receivables, and cash flow management, (G) establish and
monitor budgeting and forecasting of financial
affairs. Generally, you will be responsible to report to the
CEO, Chairman of the Board of Directors and the Board itself. You have
been advised that the Company is contemplating entering into a transaction
whereby it may become a public company. You understand that your duties,
in that event, shall include all duties normally associated with the
preparation and management of accounting, financial reporting and
regulatory compliance of a public
company.
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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 an adeguate time basis to
fulfill the duties contemplated here, and you will generally devote up to
sixty percent (60.0%) of 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.
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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 $923.00 per day, (or its hourly equivalent),
worked on behalf of MVDI. An initial retainer of $12,000.00 shall
be due and payable upon execution of this Agreement. Compensation shall be
payable on the first day of each calendar month commencing April 1, 2009.
Beginning September 1, 2009 the retainer will be increased to $15,000.00.
Invoices will be paid within five (5) days after receipt by MVDI. You are
expected to provide monthly invoices to the Company showing details of the
time being billed to the Company.
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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 daily rate of
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
an officer of MVDI, 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.
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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.
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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 shall be incorporated into a more definitive
employment or consulting services agreement in the discretion of the
Company but based upon the general terms and conditions set forth
herein.
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