CRESS & COMPANY MASTER SERVICES AGREEMENT
EXHIBIT 10.27
XXXXX & COMPANY
THIS AGREEMENT (this "Agreement") is made as of December 8th, 2015 (the "Effective Date") by and between BLOG INK LLC (DBA Xxxxx & Company), a limited liability company organized under the laws of the State of New York with a place of business at 000 X. 00xx Xx., Xxxxx #0X, Xxx Xxxx, XX 00000 ("Xxxxx") and ehāve, Inc., a corporation organized under the laws of Canada with a place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX X0X 0X0, Xxxxxx ("Company").
Xxxxx & Company is a consulting firm that delivers solutions tailored to the needs of each client. This Agreement describes the terms and conditions under which Xxxxx will provide consulting services to Company.
1. Agreement Structure
This Agreement is structured as a "master" agreement and consists of the general terms and conditions set forth in this document, as well as written statements describing the terms and conditions of each individual work engagement (each, a "Statement of Work" or "SOW"). Each SOW will be deemed governed by this Agreement automatically. In the event of any conflict between the general terms and conditions set forth in this document and an SOW, the SOW will control.
2. Payment Terms
Xxxxx will send invoices for Fees in the form of invoices. Company agrees to pay all invoices within thirty (30) days of the invoice date. Without limiting the other remedies available to Xxxxx, if any invoice is more than fifteen (15) days overdue, and Company's failure to pay is not corrected within five (5) days of Company's receipt of written notice of such failure, then Xxxxx may suspend the Services upon written notice to Company. In such event, Company acknowledges that re-activation of the Services may require equitable adjustment of the payment Schedule.
3. Term of Service
The term of this Agreement will commence on the Effective Date and will remain in effect until terminated in writing.
4. Indemnification
The Company shall be solely responsible for its products, the content of its website, its IR/PR communications, and its advertising materials, and any claims it makes about its products or its business, and any losses related to the aforementioned, and shall, at its sole cost and expense, defend and indemnify Xxxxx and hold Xxxxx harmless from and against any claims, loss, suit, liability or judgment, including reasonable attorney's fees and costs, arising out of, or in connection with Company's products, website, IR/PR communications or advertising published/aired hereunder, including, without limitation, for any violations of securities laws or regulations, misrepresentations, false advertising, libel, slander, violation of right of privacy, plagiarism, infringement of copyright or other intellectual property interest, except in the case of Xxxxx'x unauthorized or negligent use of any information prepared by Company.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 212-203-5251 |
XXXXX & COMPANY
In connection with the engagement of Xxxxx to assist the Company, the Company understands and acknowledges that Xxxxx may use and rely upon and further disseminate information created or provided by the Company, including but not limited to publicly available information such as information contained in the Company's SEC filings, press releases, and on the Company's website.
5. Limitation of Liability
In the event of an error/omission in Services, Xxxxx'x liability shall be limited to re-performing the particular Service. Under no circumstances shall Xxxxx be liable for any consequential damages, of any kind to the Company, Company's Clients, Company's Partners or Company's Affiliates, including without limitation, lost profits.
Company acknowledges that Xxxxx has set its rates and entered into this Agreement in reliance upon the limitations of liability and damages set forth herein, and that the same form an essential basis of the bargain between the parties. Company acknowledges that there is no guarantee of specific result in connection with the Services unless expressly stated otherwise in a Scope of Work.
COMPANY WARRANTS THAT IT HAS ALL REQUISITE LEGAL AND CORPORATE POWER TO ENTER INTO, EXECUTE AND DELIVER THIS AGREEMENT.
6. Confidential Information
All information supplied by one party to the other party shall be given in confidence. Neither party shall disclose any such information to any third party without prior written consent of the other party. Both parties shall take such precautions, contractual or otherwise, as shall be reasonably necessary to prevent unauthorized disclosure of such information by their employees during the term of this Agreement and for a period of two (2) years thereafter.
7. Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of laws principles.
9. Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 212-203-5251 |
XXXXX & COMPANY
10. No Right to Assign
Neither party has the right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of the other party, which consent can be withheld for any reason.
11. Further Assurances
At any time or from time to time after any issuance of securities, the parties agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of such issuance.
12. Severability
The parties agree to replace any such invalid or unenforceable provision with a new provision that has the most nearly similar permissible economic and legal effect.
13. Force Majeure
Except for the obligation to pay money, neither party shall be liable to the other party for any failure or delay in performance caused by acts of God, fires, floods, strikes, whether legal or illegal, water damage, riots, epidemics or any other causes beyond such party's reasonable control, and such failure or delay will not constitute a breach of this Agreement.
14. Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
Signature Page to Follow
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
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XXXXX & COMPANY
The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below.
EX ECUTED as of the date first written above.
| BLOG INK LLC (" Xxxxx & Company") |
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| Date signed: 12/08/2015 | By: | /s/ Xxxxxxx Xxxxx |
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| Name: | Xxxxxxx Xxxxx |
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| Title: | Principal |
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| ehave, Inc. ("Company") |
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| Date signed: 12/09/2015 | By: | /s/ Xxxxx Xxxxxxx |
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| Name: | Xxxxx Xxxxxxx |
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| Title: | CEO |
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| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
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XXXXX & COMPANY
STATEMENT OF WORK
THIS STATEMENT OF WORK (this "SOW") is made as of December 8th, 2015 (the "Effective Date") by and between BLOG INK LLC ("Xxxxx") and EHAVE, INC. ("Company"). This SOW incorporates by reference the terms and conditions contained in the Master Services Agreement dated December 8th, 2015 by and between Xxxxx and Company (the "Agreement"). The terms and conditions of the Agreement govern this SOW.
Service Start Date: 12/08/2015
Target Delivery Date:1/30/2016
SERVICES AND DELIVERABLES
Xxxxx will provide the following services in connection with helping ehave improve its public and investor relations communications.
Investor Presentation
A good investor presentation is the best tool to quickly communicate the ehave story to prospective investors. The presentation will most often be read without the guidance of management and needs enough language and text to provide context.
Investor Presentation Deliverables |
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Audit and Revision |
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Deck Redesign to Match Look and Feel of Website |
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Two Rounds of Revisions |
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Fact Sheet
The investor fact sheet offers a simplified snapshot of ehave, the ADHD market, products in development, and the opportunity. The design of the Fact Sheet should be consistent with that of the Investor Presentation and also of the Website.
Fact Sheet Deliverables |
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Fact Sheet Creation and design |
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Two Rounds of Revisions |
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| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
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XXXXX & COMPANY
Company Website
The website is the most important component of any public or investor relations campaign. It provides a one-stop-shop for analysts, media, investors, and healthcare providers to learn about ehave and the opportunity in a highly controlled manner. We will oversee the ground-up redevelopment of xxxxx.xxx (or xxxxx.xx). In addition to creating the website and coordinating content development efforts, we will provide best-in-class hosting as well as ongoing maintenance and support.
Corporate Website Deliverables | ||
Web Development and Design | ||
Digital Strategy Consulting | ||
Information Architecture | ||
Design (Responsive to Ensure Compatibility with Desktops,Tablets, and Mobile) | ||
Integration of Social Media | ||
Copy | ||
Stock Photography Selection and Purchase | ||
Website Coding (Front-End) | ||
Website Coding (Back-End) | ||
Quality Assurance | ||
Deployment | ||
Analytics and Reporting Tools | ||
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IR Website (Fully Maintained) | ||
IR Overview | ||
News / Events (Press Releases, Media Placements, IR Calendar) | ||
Company Info (Profile, Management Team,IR Contacts, FAQ) | ||
Stock Info (Detailed Quote, Charts, Historical Data) | ||
Financial Info (Financials, Quarterly Reports, Annual Reports, Conference Calls) | ||
Corporate Governance (Board of Directors, Committee Charters, Committee Compositions) | ||
SEC Filings (All SEC Filings, SEC Summary) | ||
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Hosting and Maintenance | ||
Ongoing Content Changes / Updates / Reasonable Enhancements | ||
Hosting on Dedicated Server Array with Integrated Content Delivery Network (CDN) | ||
Programmatic caching to minimize page load times | ||
Daily Backups | ||
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Analytics and Reporting | ||
Weekly Analytics Reports and Traffic Analysis / Consultations | ||
ActionData Visitor Insights | ||
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
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XXXXX & COMPANY
Video Production
Helping analysts, media, and investors 'get to know' management via video is an effective strategy to build trust and confidence while communicating the ehave story in a few minutes.
Video ProductionDeliverables |
One Complete Video |
One Half-Day of Shooting (New York City) |
Scripting of Interviews |
Videographer, Producer, HD Camera, Lights, Audio Equipment, and Makeup |
Editing of Interview with Any Additional Existing Material (B-Roil, Photos, PowerPoint Slides) |
Delivery as High Resolution QuickTime File |
Hosting and Analytics |
Photography
We will edit available photographs to create professional portraiture for key management.
Management Photos |
Photo Editing and Correction for Consistency |
Delivery as High Resolution file |
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
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XXXXX & COMPANY
Integrated Communications
Our integrated approach uses multiple communication platforms in a coordinatedfashion to help ehave build a well-informed following of investors, media, and other influencers. We nurture prospects by regularly communicating ehave developments using the website,email,socialmedia, and digital display advertising.
Integrated Communications Deliverables | ||
Blog | ||
Formatting and Placement of Communications | ||
Template Design | ||
Ongoing Distribution | ||
List Management (Double Opt-in Confirmation, Subscriptions and Unsubscriptions) | ||
SocialMedia | ||
Content Setup | ||
CRM System Management | ||
Distribution of Communications Across All Accounts | ||
Remarketing with Digital Display | ||
Beacon Placement | ||
Ad Unit Creative {300x250 and 160x600) | ||
Ad Inventory Purchase | ||
Monitoring and Optimization |
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
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XXXXX & COMPANY
FEES AND PAYMENT T ERMS
Compensation for the Services and Deliverables described in this SOW include Upfront Fees and Ongoing Fees.
Upfront Cash Fee
| · | $15,000 (Fifteen Thousand Dollars) Cash payable in two tranches according to the following schedule: |
| a. | $10,000 (Twenty Thousand Dollars) on December 15th, 2015 | |
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| b. | $5,000 (Fifteen Thousand Dollars) on January 15th, 2015 |
Upfront Equity Fee
| · | 500,000 (Five Hundred Thousand) Common Stock Options ("CSO") granted in three tranches according to the following schedule,with immediate vesting and cashless exercise provisions, and issued to Xxxxxxx Xxxxx, an individual, on the terms and subject to the conditions set forth in Appendix A: |
| a. | 250,000 (Two Hundred and Fifty Thousand) on December 15st, 2015 with a Strike Price of $.0409 per share | |
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| b. | 125,000 (One hundred twenty five thousand) on May lst, 2016 with a Strike Price of $.0818 per share | |
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| c. | 125,000 (One hundred twenty five thousand) on January 31, 2017 with a Strike Price of $.0818. per share |
Ongoing Cash Fee
| · | $5,000.00 (Five Thousand Dollars) per Month payable according to the following schedule: |
| a. | $5,000.00 (Five Thousand Dollars) on February 15th, 2016 | |
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| b. | $5,000.00 (Five Thousand Dollars) on March 15th, 2016 | |
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| c. | $5,000.00 (Five Thousand Dollars) on April 15th, 2016 | |
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| d. | $5,000.00 (Five Thousand Dollars) on May 15th, 2016 |
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| e. | $5,000.00 (Five Thousand Dollars) on June 15th, 2016 |
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| f. | $5,000.00 (Five Thousand Dollars) on July 15th, 2016 |
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| g. | $5,000.00 (Five Thousand Dollars) on August 15th, 2016 | |
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| h. | $5,000.00 (Five Thousand Dollars) on September 15th, 2016 | |
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| i. | $5,000.00 (Five Thousand Dollars) on October 15th, 2016 | |
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| j. | $5,000.00 (Five Thousand Dollars) on November 15th, 2016 | |
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| k. | $5,000.00 (Five Thousand Dollars) on December 15th,2016 |
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| I. | $5,000.00 (Five Thousand Dollars) on January 15th, 2017 |
Signature Page to Follow
| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
| 9 |
XXXXX & COMPANY
The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below.
EXECUTED as of the date first written above.
| BLOG INK LLC (" Xxxxx & Company") |
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| Date signed: 12/08/2015 | By: | /s/ Xxxxxxx Xxxxx |
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| Name: | Xxxxxxx Xxxxx |
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| Title: | Principal |
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| ehave, Inc. ("company") |
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| Date signed: | By: | /s/ Xxxxx Xxxxxxx |
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| Name: | Xxxxx Xxxxxxx |
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| Title: | CEO |
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| 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000 |
| 10 |
XXXXX & COMPANY
APPENDIX A - Form of Stock Option amounts Pending
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, xxxx@xxxxx.xx, 000-000-0000
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