Kenneth combs ecks

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Kenneth combs ecks

  1. 1. 1. NamesThis agreement is between ECKS the company, a California limited liabilitycompany (Client), and SCB Associates, Inc., a Minnesota corporation(Contractor).2. Services to be PerformedContractor agrees to perform the following services for Client: SCB Associates has been asked to help ECKS to find venture capital and equity investors. In order to accomplish this goal SCB Associates needs to create a viable business plan that will be recognized and accepted by credible investors. Subsequently, SCB Associates, agrees to provide the following services. 1) Rewrite Comprehensive Business Plan 2) Develop Strategic Plan 3) Develop Marketing Plan 4) Write SWOT 5) Develop Financial 6) Submit Proposal on behalf of Mr. Kenneth Combs to credible investors and angel funders. Upon successful completion of submission, SCB Associates will implement its infrastructure for the business. This includes, HR, ACCT, Corporate Officers and job titles and position descriptions, Insurance, LIFE, HEALTH, DISABILITY, LTC, ANNUNITIES, 401Ks, etc. Contract for Services — Page 1
  2. 2. Mr. Combs may choose to open his 401K immediately and implement his health benefits immediately.3. Time for PerformanceContractor will perform the services according to the Schedule of Work set forthin Attachment 1 attached to and made part of this Agreement.4. PaymentClient will pay Contractor as follows: 2.5% of company gross receipts plus$1500.00 upfront fee.5. Terms of PaymentContractor shall be paid according to the Schedule of Payments set forth inAttachment 1 attached to and made part of this Agreement. Contractor willsubmit invoices every 30 days to Client for all services performed. Client shallpay Contractor within 30 days from the date of Contractors invoice.6. Equipment and SuppliesContractor, at Contractors expense, will provide all equipment, tools andsupplies necessary to perform the contractual services.7. ExpensesContractor will be responsible for all expenses required for the performance ofthe contractual services.8. Terminating the AgreementThis agreement will become effective when signed by both parties and willterminate on the earlier of the date Contractor completes the services required by
  3. 3. this Agreement or the date a party terminates the Agreement as provided below.With reasonable cause, either party may terminate this Agreement effectiveimmediately by giving written notice of termination for cause. Reasonable causeincludes: • a material violation of this Agreement, or • Clients failure to pay Contractors fees as provided in this agreement, where Contractor has demanded payment, in writing, and has not received payment at least 20 days after the date that such demand was sent to Client.Contractor shall be entitled to full payment for services performed prior to thedate this Agreement is terminated.9. Intellectual Property OwnershipContractor assigns to Client all patent, copyright and trade secret rights inanything created or developed by Contractor for Client under this Agreement("Work Product"). This assignment is conditioned upon full payment of thecompensation due Contractor under this Agreement and the failure to make suchpayment shall void any assignment and all such rights shall revert to Contractor.Contractor shall help prepare any documents Client considers necessary tosecure any copyright, patent or other intellectual property rights at no charge toClient. However, Client shall reimburse Contractor for reasonable out-of-pocketexpenses incurred under this provision.10. ReleasesContractor shall obtain all necessary copyright permissions and privacy releasesfor materials included in the Work Product at Clients request. Contract for Services — Page 3
  4. 4. 11. Independent Contractor StatusThe parties intend Contractor to be an independent contractor in the performanceof the services. Contractor and Client agree to the following rights consistent withan independent contractor relationship. • Contractor will have the right to control and determine the methods and means of performing the contractual services. • Contractor has the right to perform services for others during the term of this Agreement. • Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. • Client shall not require Contractor or Contractors employees or subcontractors to devote full time to performing the services required by this Agreement. • Neither Contractor nor Contractors employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Client.12. State and Federal TaxesClient will not: (a) withhold Social Security and Medicare taxes from Contractors payments or make such tax payments on Contractors behalf, or (b) withhold state or federal income tax from Contractors payments or make state or federal unemployment contributions on Contractors behalf.Contractor will pay all applicable taxes related to the performance of servicesunder this contract. This includes income, Social Security, Medicare and self-employment taxes. Contractor will also pay any unemployment contributions
  5. 5. related to the performance of services under this contract.If Contractor is required to pay any federal, state or local sales, use, property orvalue added taxes based on the services provided under this Agreement, thetaxes shall be separately billed to Client. Client shall be responsible for payingany interest or penalties incurred due to late payment or nonpayment of anytaxes by Client.13. DisputesIf a dispute arises, the parties will try in good faith to settle it through mediationconducted by Mark McCrae.The parties will share the costs of the mediator equally. Each party will cooperatefully and fairly with the mediator and will attempt to reach a mutually satisfactorycompromise to the dispute. If the dispute is not resolved within 30 days after it isreferred to the mediator, it will be arbitrated by Mark McCrae.Judgment on the arbitration award may be entered in any court that hasjurisdiction over the matter. Costs of arbitration, including lawyers fees, will beallocated by the arbitrator.14. No PartnershipThis Agreement does not create a partnership relationship. Neither party hasauthority to enter into contracts on the others behalf.15. Additional AgreementsClient and Contractor additionally agree that: SCB Associates proposes that we enter an equitable partnership utilizing the resources of SCB for the infrastructure of the company. SCB will provide all Contract for Services — Page 5
  6. 6. HR, and ACCOUNTING SERVICES. SCB will arrange for Insurance benefits including life, health and disability and development of 401 retirement packages. SCB will provide the web development and hosting services for this project. These are value added services for which ECKS agrees to pay the requested 2.5% or gross receipts.16. Entire AgreementThis is the entire agreement between the parties. It replaces and supersedes anyand all oral agreements between the parties, as well as any prior writings.17. Successors and AssigneesThis agreement binds and benefits the heirs, successors and assignees of theparties.18. NoticesAll notices must be in writing. A notice may be delivered to a party at the addressthat follows a partys signature or to a new address that a party designates inwriting. A notice may be delivered: • in person • by certified mail, or • by overnight courier.19. Governing LawThis agreement will be governed by and construed in accordance with the lawsof the state of Minnesota.
  7. 7. 20. CounterpartsThis agreement may be signed by the parties in different counterparts and thesignature pages combined will create a document binding on all parties.21. ModificationThis agreement may be modified only by a written agreement signed by theparties.22. WaiverIf one party waives any term or provision of this agreement at any time, thatwaiver will be effective only for the specific instance and specific purpose forwhich the waiver was given. If either party fails to exercise or delays exercisingany of its rights or remedies under this agreement, that party retains the right toenforce that term or provision at a later time.23. SeverabilityIf any court determines that any provision of this agreement is invalid orunenforceable, any invalidity or unenforceability will affect only that provision andwill not make any other provision of this agreement invalid or unenforceable andsuch provision shall be modified, amended or limited only to the extent necessaryto render it valid and enforceable.CLIENTECKS the company,a California limited liability company13123 S. BroadwayLos Angeles, California 90061Dated:___________________________________________________________ Contract for Services — Page 7
  8. 8. By: ___________________________________________________________ Kenneth Combs CEOCONTRACTORSCB Associates, Inc.,a Minnesota corporation2550 Brogger CircleGolden Valley, Minnesota 55427Taxpayer ID: 41-15-76759Dated:___________________________________________________________By: ___________________________________________________________ Steve Brown MS CEO
  9. 9. Attachment 1 to Contract for Services1. NamesThis attachment is made by EXKS the company, a California limited liabilitycompany (Client), and SCB Associates, Inc., a Minnesota corporation(Contractor).2. Work Schedule1) Rewrite Comprehensive Business Plan - February 28, 2012 Draft completed2) Develop Strategic Plan - March 10, 2012 Draft completed3) Develop Marketing Plan - March 20, 2012 Draft completed4) Write SWOT - March 30, 2012 Draft completed5) Develop Financial - April 30, 2012 Draft completed6) Submit Proposal on behalf of Mr. Kenneth Combs to credible investors andangel funders. May 15, 2012.Upon successful completion of submission, SCB Associates will implement itsinfrastructure for the business. This inlcudes, HR, ACCT, Corporate Officers andjob titles and position descriptions, Insuarnce, LIFE, HEALTH, DISABILITY, LTC,ANNUNITIES, 401Ks, etc. Attachment 1 — Page 9
  10. 10. Mr. Combs may choose to open his 401K immediately and implement his healthbenefits immediately.3. Payment ScheduleECKS will pay SCB Associates the $1500.00 for immediate services plus 2.5% ofgross receipts of company earnings for next 10 years.CLIENTEXKS the company,a California limited liability company13123 S. BroadwayLos Angeles, California 90061Dated:___________________________________________________________By: ___________________________________________________________ Kenneth Combs CEOCONTRACTORSCB Associates, Inc.,a Minnesota corporation2550 Brogger CircleGolden Valley, Minnesota 55427Taxpayer ID: 41-15-76759Dated:___________________________________________________________By: ___________________________________________________________ Steve Brown MS CEO
  11. 11. Attachment 1 — Page 11

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