EXHIBIT 10(L)
AGREEMENT AND ASSIGNMENT OF RIGHTS
This Agreement and Assignment of Rights (the "Agreement") is entered into
effective as of the 1 st day of March, 2003 (the "Effective Date"), by and
between Staff Pro Leasing 2 ("SPL2"), a Michigan corporation and Staff Pro
Leasing, Inc. ("SPL"), an Michigan corporation, (collectively, "SPL:) and
GREENLAND CORPORATION and its wholly owned subsidiary ExpertHR, Inc.
("EHR")(collectively, "Greenland"), a Nevada corporation.
WITNESSETH
WHEREAS, Greenland is a provider of Professional Employer Organization
Services which include, but are not limited to, human resource consultants,
payroll processing services, human resources management services, safety
services, workers compensation, medical, dental, short term and long term
disability coverages, and other employment related benefits products
(collectively, "PEO Services");
WHEREAS, SPL is a provider of PEO Services to the persons or entities described
on the attached Exhibit A (each, an "Existing Client") and SPL has previously
provided PEO Services to the persons or entities described on the attached
Exhibit B (each, a "Previous Client") (Existing Clients and Previous Clients are
each sometimes referred to herein as an "SPL Client");
WHEREAS, benefits available to Existing Clients (the "Benefits") and union
agreements applicable to Existing Clients ("Union Contracts") are described on
the attached Exhibit C;
WHEREAS, pursuant to the terms of this Agreement, SPL desires to assign all of
its rights and delegate certain of its obligations arising out of its
relationship with the Existing Clients as a provider of PEO Services;
WHEREAS, pursuant to the terms of this Agreement, Greenland desires to acquire
all rights and assume certain obligations of SPL arising under or related to the
provision of PEO Services to the Existing Clients; and
NOW THEREFORE, in consideration of the mutual promises made herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby covenant and agree as follows:
1. ASSIGNMENT OF CONTRACT RIGHTS.
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1.1 SPL hereby irrevocably assigns, conveys and transfers to Greenland all
of its right, title, and interest in and to all of the rights and benefits
arising under or out of Personnel Staffing Agreements with the Existing Clients
as described on the attached Exhibit "A" (each, an ("SPL Contract"). Greenland
agrees to notify each Existing Client of this assignment within twenty-five
1(25) days following the Effective Date. Such notification will be made in a
form and manner approved by SPL, which shall not be unreasonably withheld or
delayed.
1.2 INSURANCE AND BENEFIT CONTRACTS. Greenland shall obtain its own
insurance policies and employee benefits programs which will provide coverage or
benefits to the Existing Clients or employees of the Existing Clients, including
but not limited to all workers' compensation policies, health, dental, vision,
life and disability insurance or indemnity policies, retirement plans or other
employee benefit plans or agreements.
2. TRANSITION PERIOD. SPL agrees to immediately commence the transition and
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enrollment of Exiting Clients following the Effective Date of this Agreement and
SPL agrees to provide reasonable assistance to Greenland and each Existing
Client in the transition from SPL to Greenland as the provider of PEO Services.
3. ASSUMPTION OF OBLIGATIONS BY GREENLAND. Greenland assumes all duties,
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liabilities, and obligations of SPL to each Existing Client, co-employee,
governmental authority, and other third party accruing on or after the Effective
Date and arising under or with respect to the SPL Contracts, including, by way
of example but without limitation, the obligation to provide worker's
compensation insurance and all Benefits , to pay all employment taxes and to
perform all obligations under all applicable Union Contracts (collectively, the
"Assumed Liabilities"). Greenland shall defend, indemnify and hold SPL harmless
from and against any and all loss, liability, cost, claims, and expenses
(including but not limited to attorneys fees) which directly or indirectly,
either in whole or in part, arises out of or is related to any of the Assumed
Liabilities. SPL retains exclusive responsibility for all duties, liabilities
and obligations of SPL which accrued prior to the Effective Date (collectively,
the "Retained Liabilities"). SPL shall defend, indemnify and hold Greenland
harmless from and against any and all loss, liability, cost, claims, and
expenses (including but not limited to attorneys fees) which directly or
indirectly, either in whole or in part, arises out of or is related to any of
the Retained Liabilities.
4. PURCHASE PRICE AND PAYMENTS BYGREENLAND. The purchase price, subject to
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adjustment, shall be Two Hundred Sixty Nine Thousand Four Hundred Eighty Three
Dollars ($269,483.00)(the "Purchase Price") paid in accordance with the terms of
a Promissory Note, attached hereto, the terms of which are as follows:
4.1 INITIAL CASH PAYMENTS. Greenland shall pay SPL the sum of
Twenty-Two Thousand Four Hundred Fifty Seven Dollars and Fifty Cents
($22,457.50) not later than March 18, 2003 (the "First Payment") and an
additional Twenty-Two Thousand Four Hundred Fifty Seven Dollars and Fifty Cents
($22,457.50) within 30days of the First Payment (the "Second Payment")(TOTAL
AMOUNT $44,915.00).
4.2 INITIAL STOCK PAYMENT. Greenland shall cause to be issued by it's
parent company Imaging Technologies Corporation ("ITEC"), one million restricted
shares of common stock of ITEC. Said shares shall be issued and delivered to
SPL or its assignee as soon as practicable from the Effective Date and the
Parties agree that said shares will have a "value" for purposes of this
Agreement of Ten Thousand Dollars ($10,000)(THE "STOCK VALUE") and the Stock
Value shall be credited against the Purchase Price.
4.3 MONTHLY PAYMENTS. Greenland shall make monthly payments in the
amount of Eight Thousand Nine Hundred Forty Dollars and Thirty Seven Cents
($8,940.37) per month commencing 30 days after the Second Payment and continuing
for twenty-four months (TOTAL AMOUNT $214, 568).
4.4 ADJUSTMENT TO PURCHASE PRICE. The Purchase Price is based on
representation and warranty by SPL (See Section 6.1) that Existing Clients
revenue base is Eleven Million Sixty Five Thousand Eight Hundred Thirty Two
Dollars ($11,065,832.00)(the "Revenue Base"). If prior to or during twenty-four
month monthly payout period, there is a reduction in the Revenue Base, the
Purchase Price shall be reduced proportionately to said reduction in the Revenue
Base as set forth on the attached schedule (the "Adjustment"). Provided,
however, for a period of 90 days commencing on the Effective Date, SPL will work
with Greenland to obtain new client contracts of a 12 month or greater duration
for each of the Existing Clients. If, during the 90 day period, an Existing
Client signs a new contract for a minimum of 12 month duration on terms and
conditions reasonably acceptable to Greenland, and that client's revenues
decrease during the twenty-four month monthly payout period, than that client's
decreased revenues shall not be part of any calculation in determining a
reduction of Purchase Price as per the Adjustment.
4.5 DEFAULT/CURE PERIOD. In the event Greenland does not timely pay
the Initial Cash Payment, the Stock Payment or the Monthly Payments, SPL shall
notify Greenland in writing and Greenland shall have thirty days to cure said
failure to pay. In the event Greenland fails to cure within said 30 day period,
SPL may accelerate any and all outstanding payments, regardless of due dates and
proceed with legal action to collect the total outstanding balance of the
Purchase price.
5. TERM OF THE AGREEMENT. The term of this Agreement shall commence as
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of the Effective Date and shall expire upon payment of all amounts due to SPL
hereunder, including adjustments, if any.
6. REPRESENTATIONS AND WARRANTIES.
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6.1 REPRESENTATIONS AND WARRANTIES OF SPL SPL represents and warrants to
Greenland that it has the requisite power and authority to execute, deliver and
fully perform all of its obligations under this Agreement, and all other
documents and instruments contemplated by this Agreement, according to their
respective terms. SPL and the person(s) signing this Agreement on behalf of
SPL in a representative capacity (such as an officer, general partner, manager
or trustee of a party) each represent and warrant to Greenland that each person
signing this Agreement on behalf of SPL in a representative capacity has
obtained all organizational or other approvals necessary to vest him with actual
authority to execute and deliver this Agreement on behalf of SPL and that upon
execution of this Agreement by such person(s) on behalf of SPL in their stated
representative capacity and delivery of this Agreement to Greenland, this
Agreement will be a valid and binding obligation of and upon SPL which is fully
enforceable according to its terms. SPL further represents and warrants to
Greenland that the execution, delivery and performance of this Agreement, and
any other documents or instruments contemplated by this Agreement (with or
without the giving of notice, the lapse of time, or both), by SPL: (i) does not
require the consent of any governmental or regulatory authority or any third
party; (ii) will not conflict with any provision of SPL's organizational
documents; and (iii) to the best of SPL's knowledge, will not conflict with,
result in a breach of, or constitute a default under any law, ordinance,
regulation, ruling, judgment, order or injunction of any court or governmental
instrumentality to which SPL is a party or by which SPL is bound.
IN ADDITION SPL WARRANTS AND REPRESENTS THAT SPL WILL MAKE ALL REASONABLE
EFFORTS TO ENSURE THAT THE EXISTING CLIENTS ARE TRANSFERRED AND ENROLLED TO
GREENLAND AND THAT SAID ENROLLMENT SHALL NOT TAKE MORE THAN THIRTY (30) DAYS.
FURTHER, SPL WARRANTS TO THE BEST OF SPL'S KNOWLEDGE THE EXISTING CLIENTS HAVE
NO PRESENT INTENTION TO MOVE THEIR ACCOUNTS. FURTHER SPL, AGREES THAT THE
PURCHASE PRICE OF $269,483.000 IS BASED ON REPRESENTATION AND WARRANTY OF SPL
THAT THE EXITING CLIENTS REVENUE BASE OF $11,065,832.00.
6.2 REPRESENTATIONS AND WARRANTIES OF GREENLAND. Greenland represents
and warrants to SPL that it has the requisite power and authority to execute,
deliver and fully perform all of its obligations under this Agreement, and all
other documents and instruments contemplated by this Agreement, according to
their respective terms. Greenland and the person(s) signing this Agreement on
behalf of Greenland in a representative capacity (such as an officer, general
partner, manager or trustee of a party) each represent and warrant to SPL that
each person signing this Agreement on behalf of Greenland in a representative
capacity has obtained all organizational or other approvals necessary to vest
him with actual authority to execute and deliver this Agreement on behalf of
Greenland and that upon execution of this Agreement by such person(s) on behalf
of Greenland in their stated representative capacity and delivery of this
Agreement to SPL, this Agreement will be a valid and binding obligation of and
upon Greenland which is fully enforceable according to its terms. Greenland
further represents and warrants to SPL that the execution, delivery and
performance of this Agreement, and any other documents or instruments
contemplated by this Agreement (with or without the giving of notice, the lapse
of time, or both), by Greenland: (i) does not require the consent of any
governmental or regulatory authority or any third party; (ii) will not conflict
with any provision of Greenland's organizational documents; and (iii) to the
best of Greenland's knowledge, will not conflict with, result in a breach of, or
constitute a default under any law, ordinance, regulation, ruling, judgment,
order or injunction of any court or governmental instrumentality to which
Greenland is a party or by which Greenland is bound.
7. CONFIDENTIALITY. Except as authorized by the other party, neither SPL nor
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Greenland shall disclose the terms of this Agreement either during or after
termination of this Agreement.
8. CONTRACT MODIFICATION. Except as otherwise provided in this Agreement,
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this Agreement may only be modified, amended, rescinded or terminated by a
written agreement executed by all parties to this Agreement and no oral
statement shall in any manner modify or otherwise affect the terms and
conditions set forth herein.
9. WAIVER. Any waiver by any party of a breach of any provision of this
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Agreement shall not operate as or be construed to be a waiver of any other
breach of any other provision of this Agreement. Any waiver must be in writing.
Failure by any party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive
such party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement.
10. CONTROLLING LAW.The parties agree that this Agreement will be
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interpreted and enforced under the laws of the State of California, excluding
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any choice of law rules which may direct the application of laws of any other
jurisdiction.
11. ASSIGNMENT AND DELEGATION. The parties agree that neither party may
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assign any of the benefits derived from this Agreement or delegate any of its
obligations under this Agreement without the prior written consent of the other
party which shall not be unreasonably withheld.
12. AGREEMENT BINDING ON SUCCESSORS AND ASSIGNS. This Agreement shall be
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binding upon the parties' successors and permitted assigns.
13. SEVERABILITY. Each section, subsection and lesser section of this
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Agreement constitutes a separate and distinct undertaking, covenant or provision
hereof. In the event that any provision of this Agreement shall be determined
to be invalid or unenforceable, such provision shall be deemed limited by
construction in scope and effect to the minimum extent necessary to render the
same valid and enforceable, and, in the event such a limiting construction is
impossible, such invalid or unenforceable provision shall be deemed severed from
this Agreement, but every other provision of this Agreement shall remain in full
force and effect.
14. CONSTRUCTION. In the event an ambiguity or question of intent or
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interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring either party by virtue of the authorship of any of the provisions of
this Agreement.
15. HEADINGS. Any paragraph heading, section heading, or caption herein is
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inserted only for convenience and is in no way to be construed as part of this
Agreement.
16. DISPUTE RESOLUTION. Any dispute between the parties arising out of this
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Agreement the proper jurisdiction shall be the State of California and the venue
shall be San Diego County. The prevailing party in any dispute under this
Agreement will be awarded attorney fees and any court costs incurred by it.
17. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original for all purposes.
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18. SURVIVAL OF TERMS. The terms and provisions of Section 3 and Sections 10
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through 23 (inclusive) shall survive any termination or expiration of this
Agreement.
19. NEW CLIENT REFERRAL BY SPL. During the term of this Agreement, SPL
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shall be paid an amount equal to 40% of the gross profit on any new client
referred to Greenland and enrolled by Greenland. Gross Profit shall be
calculated in accordance with standard accounting of ExpertHR and a 1% payroll
processing fee will be included with normal cost in said calculation. Said
commission shall continue as long as said client remains with Greenland.
20. NEW CLIENT REFERRAL BY GREENLAND. Greenland shall be paid an amount
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equal to 25% of the Gross Profit on any new temp client referred to SPL and
enrolled by SPL. Temp Gross Profits are calculated in a manner that results in
an amount 3 times higher than in calculating gross profit on PEO business. Said
commission shall continue as long as said client remains with SPL.
21. TEMPORARY PROCESSING BY SPL. During a transition period estimated at
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1-2 weeks, SPL shall provide processing services and be paid an amount equal to
$5.00 per check for said services. Greenland may terminate said services upon
one day notice. SPL has agreed that Greenland may hire certain employee(s) to
serve as payroll processor for Greenland.
22. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
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between SPL, Xxxxx, ExpertHr and Greenland with respect to its subject matter,
and supersedes all prior written and oral proposals, understandings, agreements
and representations.
23. NOTICE. Any notices shall be sent to the following addresses:
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SPL:
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_______________________________________
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_______________________________________
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_______________________________________
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Greenland:
Greenland Corporation
Xxxxxx Xxxxxx, CEO:
00000 Xxx Xxx Xxxxx
Xxx Xxxxx, XX 00000
IN WITNESS WHEREOF, the Parties have executed this Agreement on 1st day of
March2003, the Effective Date
"SPL": STAFF PRO LEASING INC.
By:____________________________________
Xxxxxxx Xxxxx, III, President
"Greenland": GREENLAND CORPORATION
By:____________________________________
Xxxxxx Xxxxxx, CEO
EXPERTHR, INC.
By:____________________________________
Xxxxxx Xxxxxx, President
"SPL2" STAFF PRO LEASING 2
By:________________________________
Xxxxxxx Xxxxx, III President
EXHIBIT A
SPL Client List - As of March 1, 2003
[CONFIDENTIAL]
EXHIBIT B
SPL Client Listing - Cancelled Clients
[CONFIDENTIAL]
EXHIBIT C
Summary of Benefit Plans Offered - As of March 1, 2002
[CONFIDENTIAL]
