Attached files
| file | filename |
|---|---|
| EX-31.1 - Iveda Solutions, Inc. | v201856_ex31-1.htm |
| EX-31.2 - Iveda Solutions, Inc. | v201856_ex31-2.htm |
| EX-10.11 - Iveda Solutions, Inc. | v201856_ex10-11.htm |
| EX-10.14 - Iveda Solutions, Inc. | v201856_ex10-14.htm |
| EX-10.10 - Iveda Solutions, Inc. | v201856_ex10-10.htm |
| EX-10.13 - Iveda Solutions, Inc. | v201856_ex10-13.htm |
| EX-32.2 - Iveda Solutions, Inc. | v201856_ex32-2.htm |
| EX-32.1 - Iveda Solutions, Inc. | v201856_ex32-1.htm |
| 10-Q - Iveda Solutions, Inc. | v201856_10q.htm |
AGREEMENT
FOR SERVICE
THIS
AGREEMENT FOR SERVICE (this "Agreement") dated this _20th___ of
_October________, 2010
BETWEEN
__David
Ly____________, for the benefit of Iveda Solutions, Inc.
(OTC:IVDA)
(the
"Customer")
OF
THE FIRST PART
-
AND -
RKH
Capital Group (RKH CAPITAL) of 3411 Preston Road, #C13-226 Frisco, TX
75034
(the
"Service Provider")
OF
THE SECOND PART
BACKGROUND:
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A.
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The
Customer is of the opinion that the Service Provider has the necessary
qualifications, experience and abilities to provide services to the
Customer.
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B.
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The
Service Provider is agreeable to providing such services to the Customer
on the terms and conditions set out in this
Agreement.
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IN CONSIDERATION OF the
matters described above and of the mutual benefits and obligations set forth in
this Agreement, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties to this Agreement agree as follows:
Services
Provided
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1.
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The
Customer hereby agrees to engage the Service Provider to provide the
Customer with services (the "Services") consisting of the following
activities:
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a.
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Writing
a one-time company Advertisement (“the AD”) to be hosted online as a
landing page, describing the Customer’s business as its
self-defined.
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b.
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Creating
a email (“the Email”) to create awareness and understanding
of the Customer’s business. The Email will direct
interested readers to the Service Provider’s and/or Company's web site,
where a copy of the AD can be viewed or
downloaded
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c.
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Once
the Customer has approved both the content of the AD and the Email, the
Service Provider will make the AD available on its website and will embark
on an email campaign, sending the Email to its opt in email
list. The email campaign shall be conducted for a period of 6
months and will be targeted to addresses within the United States of
America. Service Provider also agrees to drive traffic to the Company's
web site through the use of Banner Advertising and Pay Per Click (PPC)
advertising.
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The
Service Provider hereby agrees to provide such Services to the
Customer.
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Initials:
_________
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d.
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Assisting
on the creating or updating of Customer's Web Page to include a landing
section for interested readers.
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e.
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Social
Awareness Campaign using popular social networking sites including
Facebook, MySpace, Twitter, etc.
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f.
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Monitor
internet blogs and forums to help eradicate negative comments and
misinformation about Customer
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Term of
Agreement
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2.
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The
term of this Agreement will begin on the date of this Agreement (or on an
otherwise mutually-agreed commencement date) and will remain in full force
and effect for ONE month from that date, or at the completion of the
maximum number of mailings as stipulated in this agreement, whichever is
the sooner.
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Agreement
Date: ___October 20,
2010___________
Requested
Commencement Date: ____October 20, 2010_________
Performance
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3.
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The
parties agree to do everything necessary to ensure that the terms of this
Agreement take effect. This will include any actions required
as a pre-requisite by the Customer. (For example, possible
changes required in the Customer’s processes, procedures, web site, etc.,
to re-direct investor communications to the Service Provider; spending
time with the Service Provider to provide information needed to produce
the initial “Customer AD”; and the
like.)
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Compensation
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4.
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For
the services rendered by the Service Provider as required by this
Agreement, the Customer will pay to the Service Provider compensation as
follows:
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A total
payment of US$36,358 (Thirty-six Thousand Three Hundred Fifty Eight US dollars)
in cash and 318,750 shares of restricted stock.
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5.
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This
compensation will be payable at the commencement of the agreement per the
following Schedule of Payment. Payment may be by wire transfer
(preferred), credit card, cashier's check or company check. No services
will be provided until the payment amount has been fully realized and/or
the check has cleared. In an effort to expedite the process Stock Transfer
should be made by way of Deposit/Withdrawal at Custodian
(DWAC)
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6.
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Schedule
of Payment
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Month 1
$10,157
Cash, 68,750 shares of Restricted Stock
Month 2
$8,657
Cash, 50,000 shares of Restricted Stock
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Initials:
_________
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Month 3
$8,657
Cash, 50,000 shares of Restricted Stock
Month 4
$4,067
Cash, 50,000 shares of Restricted Stock
Month 5
$2,410
Cash, 50,000 shares of Restricted Stock
Month 6
$2,410
Cash, 50,000 shares of Restricted Stock
$10,157
in Cash (first payment) due at the signing of this agreement. The remaining
payments will be due on the 15th of each following month until completion. Sixty
Eight Thousand Seven Hundred Fifty Shares (68,750) in Restricted stock to be
paid upon commencement of this agreement the remaining stock certificates should
be issued on the 15th of each following month. Should the cumulative value of
the shares paid in Stock have a value less than $50,000, the Customer agrees to
pay additional restricted shares to remedy the shortfall.
Additional
Compensation
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7.
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The
Service Provider understands that the Service Provider's compensation as
provided in this Agreement will constitute the full and exclusive monetary
consideration and compensation for all services performed by the Service
Provider and for the performance of all the Service Provider's promises
and obligations under this
Agreement.
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Provision of
Extras
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8.
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The
Customer agrees to provide, for the use of the Service Provider in
providing the Services, the following extras: Appropriate allotment of
time, and any and all accurate and timely information that will be
necessary for Service Provider to carry out its obligations under the
terms of this agreement.
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Reimbursement of
Expenses
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9.
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The
Service Provider’s expenses for providing the services described in this
agreement are included in the compensation amount. Any services
to be provided by the Service Provider to the Customer that are outside of
the scope of this agreement will be subject to a separate
agreement.
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Performance
Penalties
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10.
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No
performance penalties are associated with this agreement. It is
agreed and understood by both parties that, whilst the objective of the
Customer may be to generate awareness and understanding of its company,
the Service Provider makes no guarantees of generating such awareness and
shall be held completely free from any liability in this
regard.
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11.
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It
is agreed and understood that the Service Provider makes no
representations on behalf of the Customer. The content, claims
and liabilities connected with the AD and the Email are the sole
responsibility of the Customer.
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Initials:
_________
3
Confidentiality
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12.
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The
Service Provider agrees that they will not disclose, divulge, reveal,
report or use, for any purpose, any confidential information with respect
to the business of the Customer, which the Service Provider has obtained,
except as may be necessary or desirable to further the business interests
of the Customer. The Customer agrees that they will not disclose, divulge,
reveal, report or use, for any purpose, any confidential information with
respect to the business of the Service Provider including this service
agreement, which the Customer has obtained, except as may be necessary or
desirable to further the business interests of the Service Provider or as
may be necessary in
order for Customer to comply with applicable securities
laws. This obligation will survive 1 year upon termination of
this Agreement.
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13.
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Ownership
of Materials
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14.
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All
materials developed, produced (or in the process of being so) by the
Service Provider under this Agreement, will be the property of the
Customer. The use of the mentioned materials by the Customer will not be
restricted in any manner.
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15.
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The
Service Provider may retain use of the said materials and will not be
responsible for damages resulting from their use for work other than
services contracted for in this
Agreement.
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Return of
Property
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16.
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Upon
the expiry or termination of this Agreement, at the request of the
Customer, the Service Provider will return to the Customer any property,
documentation, records, or confidential information which is the property
of the Customer. Otherwise, after one month from the
termination of this agreement, said property, documentation, records, or
confidential information will be disposed of by the Service Provider in a
manner deemed appropriate by the Service
Provider.
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Assignment
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17.
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The
Service Provider will not voluntarily or by operation of law assign or
otherwise transfer its obligations under this Agreement without the prior
written consent of the Customer.
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Capacity / Independent
Contractor
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18.
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It
is expressly agreed that the Service Provider is acting as an independent
contractor and not as an employee in providing the Services under this
Agreement. The Service Provider and the Customer acknowledge that this
Agreement does not create a partnership or joint venture between them, and
is exclusively a contract for
service.
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Modification of
Agreement
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19.
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Any
amendment or modification of this Agreement or additional obligation
assumed by either party in connection with this Agreement will only be
binding if evidenced in writing signed by each party or an authorized
representative of each party.
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Notice
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20.
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All
notices, requests, demands or other communications required or permitted
by the terms of this Agreement will be given in writing and delivered to
the parties of this Agreement as
follows:
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Initials:
_________
4
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a.
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__David
Ly________, FBO, Iveda Solutions,
Inc. (IVDA)
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__________________________________
Attn:
___Steve Wollach______________
Phone:
___480 307-8700_____________
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b.
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RKH
Capital Group (RKH CAPITAL)
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3411
Preston Rd #C13-226. Frisco, TX 75034
Fax
Number: 214 755 4207
Email:
cjensen@rkhcapital.com
or to
such other address as to which any Party may from time to time notify the other
in writing.
Costs and Legal
Expenses
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21.
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In
the event that legal action is brought to enforce or interpret any term of
this Agreement, the prevailing party will be entitled to recover, in
addition to any other damages or award, all reasonable legal costs and
fees associated with the action, subject to negotiations via the 3rd
party arbitration process.
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Time of the
Essence
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22.
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Time
is of the essence in this Agreement. No extension or variation of this
Agreement will operate as a waiver of this
provision.
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Entire
Agreement
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23.
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It
is agreed that there is no representation, warranty, collateral agreement
or condition affecting this Agreement except as expressly provided in this
Agreement.
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Limitation of
Liability
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24.
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It
is understood and agreed that the Service Provider will have no liability
to the Customer or any other party for any loss or damage (whether direct,
indirect, or consequential) which may arise from the provision of the
Services.
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Indemnification
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25.
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The
Service Provider will indemnify and hold the Customer harmless from any
claims against the Customer by any other party, arising directly or
indirectly out of the provision of the Services by the Service
Provider.
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Inurnment
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26.
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This
Agreement will inure to the benefit of and be binding on the parties and
their respective heirs, executors, administrators, successors and
permitted assigns.
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Currency
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27.
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Except
as otherwise provided in this Agreement, all monetary amounts referred to
in this Agreement are in United States
dollars.
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Titles/Headings
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28.
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Headings
are inserted for the convenience of the parties only and are not to be
considered when interpreting this
Agreement.
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Initials:
_________
5
Gender
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29.
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Words
in the singular mean and include the plural and vice versa. Words in the
masculine mean and include the feminine and vice
versa.
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Governing
Law
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30.
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It
is the intention of the parties to this Agreement that this Agreement and
the performance under this Agreement, and all suits and special
proceedings under this Agreement, be construed in accordance with and
governed, to the exclusion of the law of any other forum, by the laws of
the State of Texas, without regard to the jurisdiction in which any action
or special proceeding may be
instituted.
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Dispute
Resolution
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31.
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In
the event a dispute arises out of or in connection with this Agreement the
parties will attempt to resolve the dispute through friendly
consultation.
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32.
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If
the dispute is not resolved within a reasonable period then any or all
outstanding issues may be submitted to mediation in accordance with any
statutory rules of mediation. If mediation is not successful in resolving
the entire dispute or is unavailable, any outstanding issues will be
submitted to final and binding arbitration in accordance with the laws of
the State of Texas. The arbitrator's award will be final, and judgment may
be entered upon it by any court having jurisdiction within the State of
Texas.
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Severability
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33.
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In
the event that any of the provisions of this Agreement are held to be
invalid or unenforceable in whole or in part, all other provisions will
nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this
Agreement.
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Waiver
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34.
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The
waiver by either party of a breach, default, delay or omission of any of
the provisions of this Agreement by the other party will not be construed
as a waiver of any subsequent breach of the same or other
provisions.
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IN WITNESS WHEREOF the parties
have duly executed this Service Agreement this
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RKH
Capital Group (RKH CAPITAL)
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Name:
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/s/ CASEY JENSEN
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(Signed
/ Corp seal)
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Customer:
IVEDA SOLUTIONS
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Title: President
& CEO
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Name:
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/s/DAVID LY
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(Signed
/ Corp seal)
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Date: October
20, 2010
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©2010 RKH
Capital Group
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Initials:
_________
6