EX-10.8
INDEPENDENT CONTRACTOR AGREEMENT
May 9, 2000
Xx. Xxxxxx Xxxxxx
00000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Re: Independent Contractor Agreement
Dear Xxxxxx:
Pursuant to our conversations, this Letter of Agreement formally sets
forth our discussions and understandings concerning your independent
contractor representation assignment with Platforms International
Corporation, to represent our corporate interests in Brazil. As set
forth in our letter of Corporate Authorization, dated June 22, 1998,
Platforms International Corporation is retaining you to manage the
affairs of the company in Brazil, with special emphasis on corporate
business development, marketing, and sales functions.
1. Manage Platforms International Corporation's business affairs,
market penetration and business development activities in the
territories of Brazil and Latin America.
2. Identify potential customers for the ARC System.
3. Identify corporate opportunities and potential in-country
strategic partners, to capitalize on the coming wireless
telecommunications opportunities in Brazil.
4. Analyze potential customers and identify companies most likely
to need the ARC System.
5. Prioritize "most likely" ARC System prospect companies and
develop strategic penetration plans.
6. Identify key competitors and develop effective competitive
market/customer protection strategies.
7. Identify and recruit key individuals - friends, contacts,
decision influencers, and decision makers, who can assist in,
and facilitate the penetration of ARC System prospect companies.
8. Make contact with, present, and propose the ARC System to
prospect companies at the highest management level possible.
9. Sell prospect companies on the unique benefits and cost
effective advantages of the ARC System.
10. Arrange for the ARC System Demonstrations.
11. Obtain Letters of Intent/Commitment as precursors to formal
lease/purchase Agreements.
12. Negotiate and close lease/purchase Agreements.
13. Submit an annual Business Forecast Plan detailing a schedule of
your planned sales activities.
14. Submit weekly Progress Plan reports detailing all activities and
prospect contacts, including actions accomplished as they relate
to your Business Forecast Plan.
As previously discussed and agreed to, Xxxxxx, the compensation
package we have designed and structured for you on this Independent
Contractor Agreement, is as follows:
1. Base monthly Independent Contractor Fee: $10,000.00 per month.
The monthly compensation fee shall be reviewed and adjusted
appropriately when the company begins to generate revenues, on a
commensurate basis with your performance.
2. Reimbursement of normal and reasonable travel and entertainment
expenses, in accordance and compliance with the company's Travel
and Entertainment Policy.
3. Reimbursement of travel and entertainment will be paid through
submission of a detailed expense report, which will include
receipts for expenses over $5.00.
4. Expenses will be paid monthly, to be paid by the 5th day of each month.
5. Independent Contractor remuneration due will be paid the last
day of each month.
6. Automobile expense allowance of $700.00 per month. (Company auto
furnished).
7. Submission of Social Security identification or Non-Resident
Permit identification required for 1099 Form reporting to
Internal Revenue Service.
8. Two million (2,000,000) shares of Platforms International
Corporation Rule 144 restricted common stock shares, shall be
issued to you as compensation for services rendered, as soon as
PLFM stock is available for issuance.
9. Two million (2,000,000) shares of Platforms International
Corporation Rule 144 restricted common stock shares, shall be
issued to you as advanced payment covering eight (8) ARC System
sales. (covered in #26). An incentive compensation bonus for
each sale of an ARC System, upon final signature of
lease/purchase Agreement and issuance of purchase order.
10. Twenty thousand (20,000) shares of Platforms International
Corporation Free Trading common stock due and owing for prior
services rendered shall be issued as soon as PLFM stock is
available for issuance.
11. A bonus of $30,000.00 for services rendered, shall be paid to
you as soon as the company's financial position allows for such
a bonus to be paid, but no later than June 30, 2000. This
projected bonus compensation assumes the company has raised
capital financing and has funds available to meet the proposed commitment.
12. An incentive compensation bonus of 250,000 shares of Platforms
International Corporation Rule 144 restricted common stock shall
be paid to you for each sale of an ARC System, upon final
signature of lease/purchase Agreement and issuance of purchase
order, up to a maximum sales incentive compensation of three (3)
million shares.
13. NOTE: Sections 20 and 22 do not apply to the sale of the first
ARC System installation currently in process of final closing
with Americel. Compensation for this first sale is included in
the compensation package set forth above. Sections 20 and 22,
however, shall apply to the sale of additional ARC System
installations to Americel.
14. As stated in our Corporate Authority Letter to you dated June
22, 1998, you are our duly appointed and exclusive
representative in Brazil, and the only person officially
authorized by Platforms International Corporation to transact
business on its behalf in Brazil.
15. As an Independent Contractor you shall report directly to the
President of Platforms International for all Marketing and
Sales. You will also report directly to the Chief Operations
Officer in all matters that pertain to operations.
16. In the event Platforms International Corporation should merge
with or be acquired by another company, your entire financial
and equity (Stock) compensation package, as set forth in this
Agreement must be part of the corporate merger/acquisition
transaction, and all financial and stock compensation due to
you, including all shares of common stock and bonuses due on
"pending business" under sections 20 and 22 above, must be paid
and/or issued to you, on a business closure settlement basis.
Pending Business is meant to be for each sale of an ARC System,
pending final signature of lease/purchase Agreement and issuance
of purchase order.
17. Entire Agreement:
This Agreement, dated May 9, 2000, updates, records, and
formalized all verbal discussions, understandings, and
agreements, concerning the stock and financial compensation for
Xxxxxx X. Xxxxxx. The Agreement replaces and supercedes any and
all previous discussions, understandings, and agreements,
whether verbal or written.
18. Representation By Counsel:
The parties acknowledge that each of them has been represented
in the preparation, negotiation and execution of this Agreement
by independent legal counsel of their own choosing, that such
independent legal counsel has explained the legal effect of this
Agreement to them, and they fully understand each and every
term, covenant, condition and provision of this Agreement.
19. Construction:
This Agreement has been negotiated between the parties hereto and has
been prepared in accordance with their joint instructions. To the
extent that there is any uncertainty or ambiguity herein, neither
party hereto shall be deemed to have caused it within the meaning of
Section 1654 of the California Civil Code.
20. Counterparts:
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but which when taken
together, including counterpart signature pages signed separately but
by all parties in total, shall be deemed to constitute one and the
same instrument.
21. Headings:
The titles and headings of the various sections of this Agreement are
intended solely for reference convenience, and are expressly not
intended to explain, modify or place any construction upon any of the
terms or provisions of this Agreement.
22. Severability:
If any portion of this Agreement shall be determined to be
illegal, invalid, or unenforceable by a court of competent
jurisdiction, the remaining sections and portions of this
Agreement shall, nevertheless, remain in full force and effect,
with any such illegal, invalid or unenforceable portion being
deemed deleted.
23. Waivers:
No waiver or any breach of any covenant or provision contained
herein by any party shall be deemed a waive of any preceding or
succeeding breach thereof or a waiver of any breach of any other
covenant or provisions contained herein. Additionally, no
extension of time for the performance of any obligation or act
specified herein shall be deemed an extension of time for the
performance of any other obligation or act contained herein.
24. Further Assurances:
The parties hereto agree to execute such further documents and
take such further actions as may be necessary or appropriate in
order to carry out the purposes and intent of this Agreement.
25. Successors And Assigns:
This Agreement and each and all of the covenants, terms, and
provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and his/her/their respective successors,
assigns, employees, agents, attorneys, representatives,
officers, directors, shareholders, partners, and insurers.
26. Survival:
The covenants, agreements, representations and warranties herein
shall survive the closing of the transaction contemplated by
this Agreement.
27. Time Of Essence:
The parties hereto acknowledge that time is of the essence with
respect to each and every term and provision of this Agreement,
it being expressly understood, acknowledged and agreed by the
parties hereto that each date and time herein for the
performance of any term or provision of this Agreement has been
the subject of specific discussion and negotiation between the
parties hereto.
28. Notices:
All notices or other communications provided for herein shall be
in writing and shall be deemed validly given, when delivered
personally or sent by registered or express mail, postage
prepaid, and pending the designation of another address,
addressed as follows:
If to Platforms:
Xxxxxxx X. Xxxx Xx.
President and CEO
Platforms International Corporation
0000 X. Xxxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx XX 00000
If to Xxxxxx Xxxxxx:
Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxxxx XX 00000
Service of any such notice so made by mail be deemed on the day
of actual delivery as shown by the addressee's certification
receipt or at the expiration of the third (3rd) day after the day
of mailing, whichever is earlier in time. Any party hereto may,
from time to time, by notice in writing upon the other party
hereto as aforesaid, designate a different mailing address or a
different person to whom all such notices or demand are
thereafter to be addressed.
29. Professional Fees:
Should any party hereto initiate any action or proceeding to
enforce or interpret any term or provision of this Agreement,
the prevailing party in any such action or proceeding shall be
entitled to recover from the other party all costs and expenses
incurred in connections therewith (including, but not limited
to, attorneys, accounting and other professional fees and
costs), which fees and costs shall be in addition to any other
relief awarded by the court and regardless of whether any such
action or proceeding is prosecuted to final judgment.
30. Expenses, Taxes:
Each party shall be responsible for its own legal, accounting,
and other similar expenses incurred in connection with
transaction contemplated by this Agreement. Payment of all U.S.
taxes are the responsibility of Xxxxxx Xxxxxx based on 1099
filing as part of this agreement.
31. Assignment:
Other than as provided herein, neither this Agreement nor any of
the rights, interests, or obligations hereunder shall be
assigned by any of the parties hereto without prior written
consent of the other party.
33. Non-Disclosure; Non-Compete; Non Circumvent Covenant:
Due to the nature of his executive position, Xxxxxx Xxxxxx shall
come into Contact with Platforms International Corporation's
highly sensitive, confidential, and valuable trade secret
information, pertaining to Platforms ARC System Technology and
related products and services, as well as marketing and sales
procedures, and clients and suppliers, which constitute the core
trade secret assets of the company. In exchange for his cash
and equity executive compensation package, as set forth in this
Agreement, Xxxxxx Xxxxxx hereby irrevocably consents and agrees
not to disclose any Platforms confidential information to
unauthorized parties nor to enter into any business relations or
associations, directly or indirectly, with any companies or
individuals involved in business or activities that are
competitive with Platforms main line of business: wireless,
voice/data telecommunications, during his term of employment
with Platforms International Corporation, and for a period of
two years following his separation from the company.
34. Termination:
This Agreement may by terminated by mutual agreement of the
parties at any time. This agreement may also be terminated at
anytime without recourse in the event of fraud,
misrepresentation, the unauthorized release of documents or
information that may be deemed harmful to the public image of
Platforms International and it's officers. In the even of
termination only outstanding monies and stock will be due.
35. Governing Law:
This Agreement shall in respects of substantive issues be
governed by, and enforced and interpreted in accordance with the
laws of the State of California which are applicable to
contracts wholly executed and wholly performed in said State.
36. Designated Forum For Dispute Resolution:
Any litigation or other legal proceeding arising out of or
related to this Agreement shall be instituted, maintained, heard
and decided exclusively in any court of competent jurisdiction
in Los Angeles County, California, and the parties hereto
irrevocable submit to jurisdiction and venue in such county.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on May 9, 2000, effective as of June 22, 1998.
PLATFORMS INTERNATIONAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman of the Board & CEO
Xxxxxx, please indicate your review and acceptance of, and agreement
with all terms and conditions set forth in this Agreement by placing
your signature on the line below:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
