EXHIBIT 10.1
SEARCHHELP, INC.
0000 XXXXXXX XXXXXX
XXXXX 00
XXXXXXXX, XXX XXXX 00000
June 8, 2005
Mr. Xxxxx X'Xxxxxx 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
Re: Employment Agreement
Dear Xx. X'Xxxxxx:
When executed by you ("Executive") and by a duly authorized representative of
SearchHelp, Inc. ("SearchHelp" or the "Company"), this letter agreement
("Agreement") shall set forth the terms and conditions of Executive's employment
with the Company.
.
1. DEFINITIONS.
Unless otherwise separately defined herein, as used in this Agreement,
the following terms shall have the meanings set forth below:
"Affiliate" shall have the same meaning as that term is defined in Rule
405 promulgated under the Securities Act of 1933, as amended.
"ETP" shall mean E-Top-Pics, Inc., a Massachusetts corporation and a
SearchHelp Affiliate.
"SearchHelp Affiliates" shall mean and include any subsidiary of
SearchHelp or any division thereof now existing or formed at any time after the
date of this Agreement; any corporation which may merge into or with which
SearchHelp may be merged or consolidated; any corporation which may result from
any reorganization of SearchHelp.
2. SERVICES.
2.1. EMPLOYMENT. Subject to the terms and conditions hereinafter set
forth, as of the Effective Date and thereafter throughout the "Term" (as
hereinafter defined) of this Agreement, the Executive shall be employed as (a)
the Executive Vice President and Chief Marketing Officer of SearchHelp and those
SearchHelp Affiliates as shall be designated from time to time by the Board of
Directors of SearchHelp, other than ETP, and (b) the President and Chief
Executive Officer of ETP. The Executive shall also serve (without additional
compensation) as a member of the Board of Directors of SearchHelp and all
SearchHelp Affiliates (including ETP), and shall render such other services and
duties (i) as to SearchHelp and SearchHelp Affiliates, other than ETP,
consistent with the office of Executive Vice President and Chief Marketing
Officer of corporation, and (ii) as to ETP, as a President and Chief Executive
Officer of a corporation, as may be designated from time to time by the
SearchHelp board of directors (collectively, the "Services"). The Executive
agrees to devote substantially all of his business and professional time to the
performance of the Services, and shall undertake to perform such Services in a
competent and professional manner, consistent with the skills to be possessed by
an executive in SearchHelp's business.
2.2. REPORTING REQUIREMENTS. Executive shall report solely to the
Company's Board of Directors.
2.3. TERM / EXCLUSIVITY.
2.3.1. The Term of this Agreement shall commence as of the
Effective Date and shall continue through June 7, 2008 (the "Initial Term")
unless sooner terminated in accordance with the provisions of this Agreement.
Following the Initial Term, this Agreement and the Executive's employment may be
continued either under this Agreement or any other agreement, upon such terms
and conditions as the Executive and the Company may mutually agree. The Initial
Term and any subsequent term of employment of the Executive is herein
collectively referred to as the "Term". Notwithstanding the foregoing upon the
completion of the Initial Term, Executive's employment shall continue on a month
to month basis on the terms and conditions specified in this Agreement and until
such time as Executive shall be given not less than three (3) months prior
advance notice of the Company's intention to terminate this Agreement, either on
the expiration of the Initial Term or thereafter.
2.3.2. The Services shall be rendered by the Executive on a
full time basis and shall be exclusively rendered to SearchHelp and/or the
SearchHelp Affiliates. The Executive acknowledges that his Services shall be
performed as an "exempt' employee and that, as such, he shall not be entitled to
overtime or compensatory compensation, other than periodic bonuses as may be
awarded to the Executive from time to time by the Board of Directors of the
Company in the exercise of their sole discretion.
2.3.3 Notwithstanding anything to the contrary contained in
this Section 2.3, Executive may acquire and/or retain, solely as an investment,
and may take customary actions to maintain and preserve Executive's ownership
of:
(a) Securities of any partnership, trust, corporation
or other person which are registered under Sections 12(b) or 12(g) of
the Securities Exchange Act of 1934, as amended. and which are publicly
traded as long as Executive's investment amounts to less than ten (10%)
percent of the equity in such entity; and
(b) Any securities of a partnership, trust,
corporation or other person not registered as set forth in Section
2.3.3(a) above so long as Executive remains a passive investor in that
entity and does not become part of any control group thereof and so
long as such entity is not, directly or indirectly, in competition with
SearchHelp.
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2.4. CONFIDENTIALITY. Executive acknowledges that the Services will,
throughout the Term, bring Executive into close contact with many confidential
affairs of SearchHelp, including information about costs, profits. markets,
sales, products, key personnel, pricing policies, operational methods, technical
processes and other business affairs and methods and other information not
readily available to the public, and plans for future development. SearchHelp
has invested substantial time and resources in developing, and then protecting,
its confidential and proprietary procedures and methods. and in safeguarding its
property and materials as well as the property and materials of its customers.
These procedures and methods include, without limitation, all written policies
and procedures and other materials of SearchHelp and all property owned by
customers or entrusted by customers to the care of SearchHelp that have been
designated either as Trade Secrets and/or Confidential Information, each as
described below. Trade Secrets and Confidential Information are for the
exclusive benefit of SearchHelp , and by accepting employment with SearchHelp,
Executive agrees that lie will not use, either directly or indirectly, any Trade
Secrets or Confidential Information for any purpose other than to perform his
duties as required by this Agreement. Confidential Information may also be
protected as a Trade Secret. Executive covenants and agrees that Executive will
keep secret all Trade Secrets and/or Confidential Information of SearchHelp
which are not otherwise in the public domain and will not disclose them to
anyone outside of SearchHelp, except where such disclosure may be required by
law.
2.4.1 Trade Secrets. "Trade Secrets" include, without
limitation, compilations of market information, customer lists, supplier's
lists, contracts related to customers or suppliers. product development and
research data, and present as well as future strategic or business plans of
SearchHelp.
2.4.2 Confidential Information. "Confidential Information"
includes, without limitation: (a) information that is either designated by
SearchHelp as "Confidential" or that indicates through its policies, procedures
or other instructions should not be disclosed to anyone outside of SearchHelp
except through controlled means; (b) internal financial statements and analysis,
internal pricing and cost information and analysis. customer and supplier lists
and contact information, past, current, and future employee personnel files and
performance evaluations; individual salary, compensation. and/or benefits
information, and information concerning specified customer or supplier needs;
(c) all information entrusted to SearchHelp by its customers and all information
or data not readily available to individuals outside of SearchHelp whether in
written or other form, including, without limitation, information that is saved
in computer directories assigned for any employee's use and (d) voice-mail,
e-mail and Internet records, as well as SearchHelp's record management policies
and procedures.
2.4.3 Scope of Xxxxxxx.Xx used in this Section 2.4, the term
"SearchHelp" shall mean and include each of SearchHelp and each SearchHelp
Affiliate.
2.5. NON-COMPETITION AND NON-SOLICITATION. Unless the Company shall,
prior to the expiration of the Term of this Agreement, either (i) breach its
obligations under this Agreement, or (ii) terminate the Executive's employment
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hereunder without "Good Cause" (as defined), during the full three year Initial
Term and any additional Term of this Agreement, the Executive agrees that
neither he nor any of his Affiliates shall directly or indirectly:
2.5.1 solicit or recruit any person who is then employed by
SearchHelp or any SearchHelp Affiliate or who was employed by
SearchHelp or any of SearchHelp Affiliate at any time during the six
(6) month period preceding the date of termination or expiration of
this Agreement for the purposes of being employed by Executive, by any
entity or person on whose behalf Executive is acting as an agent,
representative or employee or by any competitor of SearchHelp or any
SearchHelp Affiliate; or
2.5.2 engage in or participate as a stockholder, partner,
joint venturer, participant, officer, employee, director, agent of or
consultant for any business that is in direct competitive with
SearchHelp or any SearchHelp Affiliates.
2.6 INDEMNIFICATION. SearchHelp will, at SearchHelp's sole expense,
defend and indemnify Executive in respect of all legal acts or decisions made by
Executive in the course of Executive performing his duties and within the
guidelines and scope of his authority as provided herein, Executive may
participate in his defense with Executive's own counsel.
2.7 EMPLOYMENT PROCEDURES. By accepting employment with SearchHelp, the
Executive:
2.7.1. agrees to follow all of SearchHelp's policies and
procedures, as they are currently constituted and as they may change
from time to time after written notice of such to Executive, in the
handling and safeguarding of Trade Secrets and Confidential
Information, including, without limitation, all sensitive,
confidential, proprietary procedures and methods and all written
materials belonging to SearchHelp and/or SearchHelp Affiliates, as well
as the handling and safeguarding of any property belonging to customers
of SearchHelp and/or SearchHelp Affililiates and placed in its or their
safeguarding and care; and
2.7.2. agrees to exercise due care and diligence to avoid any
unauthorized publication, disclosure or use of Trade Secrets and/or
Confidential Information and any documents or other materials or
referring to them; and
2.7.3. agrees not to remove any documents or other property
from the premises (other than for legitimate business purposes of
SearchHelp), at any time; and
2.7.4. agrees not to knowingly disclose to any third person at
any time or for any reason (other than controlled disclosure of
Confidential Information to investors, customers or vendors for
legitimate business purposes of SearchHelp or SearchHelp Affiliates),
any Trade Secret or Confidential Information, including, without
limitation, any sensitive, proprietary procedure or method of
SearchHelp or SearchHelp Affiliates or any materials and/or property
referred to in this Section; and
2.7.5. agrees not to reproduce for the use of any third party
without consent, the procedures or policies of SearchHelp or SearchHelp
Affiliates, or any property belonging to its customers or suppliers.
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2.7.6. The restrictions set forth in this Section 2.7 will not
restrict Executive from disclosing (but only to the proper recipient to
the extent expressly permitted by this Agreement) any Trade Secret
and/or Confidential Information which Executive is required to disclose
by law or an order of a court of competent jurisdiction or any relevant
governmental or regulatory agency; provided that Executive shall,
unless otherwise required by law, have given prior written notice to
SearchHelp of the disclosure requirement and of the information to be
disclosed to allow SearchHelp an opportunity to seek a protective
order.
3. COMPENSATION.
As compensation and consideration for all Services provided by
Executive during the Term pursuant to this Agreement, SearchHelp agrees to pay
to Executive the compensation set forth below.
3.1. BASE SALARY. Executive shall receive an annual base salary equal
to One Hundred and Twenty Thousand Dollars ($120,000.00), commencing on the
Effective Date, payable in equal installments on SearchHelp's regular pay dates,
subject to the usual and required payroll deductions and withholdings ("Base
Salary"). Commencing June 8, 2006, and thereafter on each one (1) year period of
employment during the Term, the Company shall cause Executive's Base Salary to
be increased by ten percent (10%). Accordingly, during the Initial Term of this
Agreement, such annual Base Salary for the twelve months from June 8, 2006 to
June 7, 2007 shall be $132,000 and such Base Salary for the twelve months from
June 8, 2007 to June 7, 2008 shall be $145,200.
3.2. STOCK OPTIONS. The Company hereby grants to the Executive stock
options (the "Options") entitling the Executive to purchase, over the Initial
Term of this Agreement, an aggregate of 1,000,000 shares of Common Stock,
$0.0001 par value per share, of SearchHelp (the "Option Shares").
3.2.1 The Options shall vest at the rate of thirty-three and
one-third (33-1/3%) of all Options on each of June 8, 2005, June 8, 2006 and
June 8, 2007 (each a "Vesting Date"), provided, that the Executive shall
continue to be employed on a full-time basis with the Company and rendering
Services to the Company and/or SearchHelp Affiliates as at such Vesting Date.
3.2.2 Any Options that have vested shall accumulate and may
thereafter be exercised at any time, individually or on a cumulative basis, by
the Executive prior to the "Option Expiration Date" (hereinafter defined).
3.2.3 All vested Options may be exercised upon ten (10) days
prior written notice by Executive to the Company. The exercise price for the
Options shall be twenty cents ($0.20) per Option Share; provided, that the
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applicable Exercise Price shall be subject to equitable pro-rata adjustment in
the event of (a) any merger or consolidation of the Company with any other
entity, (b) any forward or reverse split of the Company's outstanding Common
Stock or (c) the declaration of any dividend in shares of Common Stock. When
issued, the Option Agreement shall contain cashless exercise provisions.
3.2.4 All vested Options and any Option Shares issuable upon
exercise thereof shall be entitled to be registered on Form S-8 or any other
applicable form for registering securities of the Company.
3.2.5 Unless exercised any unexercised options shall expire on
June 7, 2010, unless previously exercised (the "Option Expiration Date") and
thereafter shall be of no further force or effect.
3.2.6 Unless exercised by the Executive within ninety (90)
days from the effective date of termination, all previously vested Options shall
be cancelled and forfeit in the event the employment of the Executive with the
Company shall terminate for any reason; provided, however, if such termination
was for "Good Cause" as hereinafter defined, such previously vested Options
shall be immediately cancelled and forfeit on the effective date of such
termination.
3.2.7 To the extent that any Options shall have not vested, as
provided in this Section 3.2, they shall automatically terminate and be deemed
cancelled and null and void immediately upon the termination of the employment
of the Executive with the Company for any reason, save and except only for: (a)
a termination resulting from a material breach by the Company of its material
covenants and agreements herein contained, (b) the Executive's resignation by
reason of a material change by the Company in the nature of the Executive's
Services and duties hereunder, to a degree that would constitute a constructive
discharge by the Company, or (c) a termination of the Executive's employment by
the Company for other than "Good Cause" (collectively, a "Non-Justified
Termination"). In the event of a Non-Justified Termination, all non-vested
Options shall be deemed to have vested immediately prior to the date of such
Non-Justified Termination and may thereafter be exercised by the Executive at
any time prior to the Option Expiration Date.
3.3 ADDITIONAL BENEFITS.
3.3.1. During each full year of the Term, Executive shall be
entitled to five (5) weeks of vacation time without deduction of salary. All
periods of Executive's employment in excess of one (1) year but less than any
additional full year, shall accumulate additional paid vacation on a pro-rata
basis. Such vacations shall be taken at such time or times during the applicable
year as may be determined by Executive subject to SearchHelp's needs. Any
accrued vacation time remaining, but unused by Executive, at the completion of
Executive's employment shall be paid out to Executive within two (2) business
days of Executive's termination of employment, with or without cause, calculated
at the pro-rated Base Salary rate in effect at the time of the termination.
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3.3.2. SearchHelp will reimburse Executive for all his
reasonable approved business expenses incurred in connection with the
performance of Executive's duties under the Agreement, in accordance with
SearchHelp's general policies regarding business expenses. Notwithstanding
anything to the contrary contained herein, or in SearchHelp's expense policies,
Executive shall be provided with a Cellular phone of his choice (the cost for
such, including all fees and charges, shall be borne solely by SearchHelp); any
air travel required of Executive in the performance of the Services shall be
paid solely by SearchHelp on an airline of Executive's choice and any such
travel (including relocation) with a scheduled flight time (for the entire
one-way journey) of four (4) hours or more shall require business class seating
(or, if none is available, then first class seating); and SearchHelp shall pay
(or reimburse Executive) Executive for all reasonable relocation costs from
Executive's current residence to SearchHelp's administrative headquarters with
respect to Executive's household and personal possessions, such costs to be
inclusive of all packing, shipping, storage. freight charges as well as customs,
duties and taxes.
3.3.3. During the Term, SearchHelp shall offer Executive
participation in the SearchHelp health insurance plan. if any ("Health
Insurance"') which such policy shall be the same as that offered to all other
senior SearchHelp executives. Executive shall be entitled to participate in any
pension plan made generally available to other executives of comparable title.
In no event shall SearchHelp be responsible for the payment of the "deductible"
and "co-insurance" (or patient's portion) of the Health Insurance.
3.3.4. If Executive is required to travel outside the area
where the Company's primary headquarters facility is located, in connection with
the performance of his duties hereunder, SearchHelp shall pay. or shall
reimburse Executive, for all approved travel expenses incurred by Executive
(including air fare, hotel, meals and incidental expenses) as specified in
3.2.2. above.
3.3.5. SearchHelp shall maintain a Director's and Officer's
insurance policy, naming and covering Executive in his employment capacity as
COO and as a Director. The terms and amount of such coverage and the company
underwriting such policy shall be subject to the reasonable approval of
Executive.
3.3.6. During the period of Executive's employment by
SearchHelp, he shall serve as a fully voting member of SearchHelp's Board of
Directors.
3.3.7. During the period of Executive's employment by
SearchHelp, he shall be entitled to an automobile allowance of up to $1,000 per
month.
4. TERMINATION.
4.1. TERMINATION BY THE COMPANY.
4.1.1. Good Cause. SearchHelp shall have the right, at its
election, to terminate this Agreement at any time during the Term for "Good
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Cause." As used in this Agreement, the term "Good Cause" shall mean and be
limited to:
(a) the failure of the Executive to follow the
reasonable directives of the Board of Directors of SearchHelp, which
failure is not fully cured by the Executive within thirty (30) days of
written notice thereof and is not thereafter repeated (in which event
no notice need be given);
(b) self-dealing or a material breach by the
Executive of his fiduciary duties to SearchHelp and the SearchHelp
Affiliates, which breach is not fully cured by the Executive within
thirty (30) days of written notice thereof and is not thereafter
repeated (in which event no notice need be given);
(c) the Executive's inability to perform the Services
(whether as a result of his death, Disability (as defined below) or any
other reason, other than a constructive discharge) or the Executive's
incompetence in adequately performing the Services, which failure to
perform is not fully cured by the Executive within thirty (30) days of
written notice thereof and is not thereafter repeated (in which event
no notice need be given);
(d) a single act of omission or commission by the
Executive so grievous as to constitute theft, conviction or the plea of
nolo contendere of a felony, commission of an act of fraud,
embezzlement or sexual harassment (in which event no notice need be
given to the Executive; or
(e) a material breach of any material covenant,
condition or agreement on the part of the Executive to be performed
under this Agreement; which breach or non-performance is not fully
cured (if curable) is not fully cured by the Executive within thirty
(30) days of written notice thereof and is not thereafter repeated (in
which event no notice need be given).
4.1.2. Effect of Termination for Good Cause. Should this
Agreement be terminated by the Company for Good Cause, the Executive shall have
no right to any further Base Salary, all non-vested Options, severance or other
benefits or compensation from and after termination other than those which would
normally survive, such as Executive's entitlement to accrued, but unused,
vacation pay or continuing COBRA benefits.
4.2. TERMINATION BY EXECUTIVE.
4.2.1. SearchHelp's Material Breach. Executive shall have the
right, at his election to terminate this Agreement in the event of a "Material
Breach" by the Company. A "Material Breach" shall consist of
(a) SearchHelp's failure or inability to obtain
adequate directors and officers liability insurance, as contemplated
hereby, by June 8, 2005,
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(b) SearchHelp's failure or refusal to comply with a
material term of this Agreement,
(c) SearchHelp's failure or inability to timely pay
the compensation and other benefits required to be paid to Executive
hereunder, or
(d) a change in the nature of Executive's Services
constituting a constructive discharge; or
(e) the termination of Executive's employment
hereunder for reasons other than "Good Cause."
4.2.2. Effect of Termination by Executive. Except if such
termination shall be by reason of the provisions of Section 4.2.1(a) above (in
which event the Executive shall be entitled to no Base Salary, Options or other
compensation hereunder), in the event that the Executive terminate this
Agreement due to a Company Material Breach, the Company shall, for the longer of
the then remainder of the Term or one (I) year, pay to Executive or provide
Executive with Executive's Base Salary, existing health and disability
insurance, and all other benefits specified in this Agreement.
5 DEATH AND DISABILITY.
5.1. Death. The Term shall immediately terminate upon Executive's death
as certified in accordance with the provisions of Massachusetts law ("Death").
5.2. Disability. As used herein, the term "Disability" shall mean
Executive becoming unable to perform the Services as a result of his/her
permanent or temporary, total or partial, physical or mental disability. In such
event, the Company shall not have the right (absent of Good Cause) to terminate
this Agreement due to Disability prior to the expiration of the Disability
Period. As used herein, the term "Disability Period" shall mean the period
commencing on the first day upon which such Disability occurs and ending on the
first to occur of the following: (i) the expiration of the Term; (ii) if the
Disability is continuous through the sixty (60) consecutive days following the
day on which the Disability occurs, then the last day of such sixty (60)
consecutive days; and (iii) if the Disability is intermittent and shall exist
throughout the Term following the day on which the Disability occurs, then the
cumulative sixtieth (60th) day of such Disability Period.
5.3. EFFECT OF DEATH OR DISABILITY. Should the Term be terminated in
accordance with the provisions of Sections 5.1 or 5.2 by reason of Executive's
Death or Disability, Executive or his estate (as the case may be) shall have no
right to any further Base Salary (other than Options awards vested at the time
of such Death or Disability); provided, however, that the Base Salary otherwise
payable during the Disability Period shall nevertheless be payable on the terms
set forth herein to Executive as a disability benefit ("Disability Benefit").
Any disability insurance proceeds actually received by Executive from
SearchHelp's disability insurance carrier during the Disability Period with
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respect to such Disability shall reduce on a dollar-for-dollar basis the
Disability Benefit otherwise payable by SearchHelp during the Disability Period
pursuant to this Section 5.3).
6. GENERAL.
6.1. APPLICABLE LAW CONTROLS. Nothing contained in this Agreement shall
be construed to require the commission of any act contrary to law and wherever
there is any conflict between any provisions of this Agreement and any material
statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, then the latter shall prevail; provided, however, that
in any such event the provisions of the Agreement so affected shall be curtailed
and limited only to the extent necessary to bring them within applicable legal
requirements, and provided further that if any obligation to pay the Base Salary
or any other amount clue Executive hereunder is so curtailed, then such
compensation or amount shall be paid as soon thereafter, either during or
subsequent to the Term, as permissible.
6.2. WAIVER/ESTOPPEL. Any party hereto may waive the benefit of any
term, condition or covenant in this Agreement or any right or remedy at law or
in equity to which any party may be entitled but only by an instrument in
writing signed by the parties to be charged. No estoppel may be raised against
any party except to the extent the other parties rely on an instrument in
writing, signed by the party to be charged, specifically reciting that the other
parties may rely thereon. The parties' rights and remedies under and pursuant to
this Agreement or at law or in equity shall be cumulative and the exercise of
any rights or remedies under one provision hereof or rights or remedies at law
or in equity shall not be deemed an election of remedies; and any waiver or
forbearance of any breach of this Agreement or remedy granted hereunder or at
law or in equity shall not be deemed a waiver or any other provision hereof or
of the opportunity to exercise such right or remedy or any other right or
remedy, whether or not similar, at any preceding or subsequent time.
6.3. NOTICES. Any notice which SearchHelp is required or may desire to
give to Executive hereunder shall be in writing and may be served by delivering
it to Executive, or by sending it to Executive by mail, telex or telegraph, at
Executive's address first written above or such substitute address as Executive
may from time to time designate to SearchHelp. Any notice which Executive is
required or may desire to serve upon SearchHelp hereunder shall be in writing
and may be served by delivering it personally or sending it by mail, email or
facsimile transmission to the address set forth on Page I hereof, Attn: General
Counsel, or such other substitute addresses as SearchHelp may from time to time
designate by notice to Executive.
6.4. GOVERNING LAW. This Agreement shall be governed by, construed and
enforced and the legality and validity of each term and condition shall be
determined in accordance with the internal, substantive laws of the State of New
York (without regard to its choice of law principles and without regard to any
requirement that any provisions of this Agreement be interpreted against the
party who drafted it) applicable to agreements fully executed and performed
entirely in New York. Any actions brought pursuant to this agreement shall be
brought solely in the Courts. State or Federal (or similar arbitration or
mediation venue) located within Nassau County, New York.
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6.5 NO JOINT VENTURE. Nothing herein contained shall constitute a
partnership between or joint venture by the parties hereto or appoint any party
the agent of the other party. No party shall hold itself out contrary to the
terms of this Paragraph and, except as otherwise specifically provided herein,
no party shall become liable for the representation, act of omission of any
third party who is not referred to herein and shall not be deemed to give any
right or remedy to any such third party.
6.6. MODIFICATION/ENTIRE AGREEMENT. This Agreement may not be altered,
modified or amended except by an instrument in writing signed by all of the
parties hereto. No person, whether or not an officer, agent, employee or
representative of any party, has made or has any authority to make for or on
behalf of that party any agreement, representation, warranty, statement.
promise, arrangement or understanding not expressly set forth in any other
document executed by the parties concurrently herewith ("Parol Agreements").
This Agreement, together with SearchHelp's Employee Handbook, and all other
documents executed by the parties concurrently herewith constitute the entire
agreement between the parties and supersede all express or implied, prior or
concurrent, Parol Agreements and prior written agreements with respect to the
subject matter hereof. The parties acknowledge that in entering into this
Agreement, they have not relied and will not in any way rely upon any Parol
Agreements.
6.7. HEADINGS; LANGUAGE. The headings in this Agreement have been
inserted for convenience only and shall have no substantive effect. The language
of all parts of this Agreement shall in all cases be considered as a whole,
according to its fair meaning, and not strictly for or against any of the
parties. The parties hereby acknowledge and agree that the language of this
Agreement shall be considered jointly drafted.
6.8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, by original signature or via facsimile signature, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
6.9. SEPARATE AND SEVERABLE. Each term, clause and provision of this
Agreement is separate and independent, arid should any term, cause or provision
of this Agreement be found to be invalid or unenforceable, the validity of-the
remaining terms, clauses, and provisions shall not be affected. As to those
terms, clauses or provisions found to be invalid or unenforceable, they shall be
replaced with valid and enforceable provisions that achieve, to the extent
possible. the economic, business and other purposes of the invalid or,
unenforceable provisions.
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If the foregoing accurately reflects the substance of our mutual agreement and
understanding, please confirm your agreement to the foregoing by signing below
where indicated.
Very truly yours,
SEARCHHELP, INC. ACCEPTED AND AGREED TO:
By:
------------------------------- ----------------------------
By: Xxxxxxx Xxxxxxxx, XXXXX X'XXXXXX
Its: Chief Executive Officer
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