CONSULTING AGREEMENT Atlas Technology Group, Inc. and Muse
Atlas
Technology Group, Inc. and Muse
This
Agreement is made effective as of July 14, 2008, by and between Atlas Technology
Group, Inc., of 0000 - 000xx
Xxx XX,
Xxxxxxx, XX 00000, and Muse Consulting, of 00000 Xxxxxx Xxxx Xxx., Xxxxxx,
XX
00000.
In
this
Agreement, the party who is contracting to receive services shall be referred
to
as "AtlasTG",
and
the party who will be providing the services shall be referred to as
"Muse".
Muse
has
a background in Interim management and is willing to provide services to AtlasTG
based on this background.
AtlasTG
desires to have services provided by Muse.
Therefore,
the parties agree as follows:
1.
DESCRIPTION OF SERVICES. Beginning
on July 21, 2008, Muse will provide the following services (collectively, the
"Services"):
Interim CEO of Atlas Technology Group, Inc.
2.
COMPENSATION.
Immediate
Cash:
AtlasTG
will pay a fee to Muse for the Services based on $5,000.00 per week, paid every
two weeks, in advance, for each applicable two-week period during which Services
were performed.
Deferred
Cash:
A
deferred fee of $3000 per week for every week served as interim CEO will also
be
earned, and the payment of same will be deferred until after the interim
assignment has been completed, and at that time it will be paid at the rate
of
$3000 for each week period served as interim CEO. Such deferred fee will be
payable every two weeks once the interim CEO engagement has been terminated
by
the Company.
Warrants:
AtlasTG will issue warrants to purchase up to Two
million shares of AtlasTG common stock with a strike price of $.30 per share
These Warrants
are exercisable at any time or from time to time on or after the date on which
these Warrants are issued and
the
fifth (5th) anniversary of the date of issuance (the “Exercise
Period”)
subject to the following restrictions:
Warrants
to purchase up to 750,000 shares will vest upon the successful raise of
additional equity or debt (and in the event of convertible debt, with a
conversion price floor of at least $0.50/share) for AtlasTG in an amount no
less
than $5,000,000.00(after broker fees and commissions);
Warrants
to purchase up to 500,000 shares of AtlasTG common stock will vest upon the
Company achieving a revenue run rate of at least $4 million per
year;
Warrants
to purchase up to 500,000 shares of AtlasTG common stock will vest and become
exercisable once AtlasTG first reports earnings before interest, taxes,
depreciation and amortization (“EBITDA”) of at least 5 cents per issued and
outstanding share of common stock for the preceding quarter; and
Warrants
to purchase up to 250,000 shares of AtlasTG common stock will vest upon the
hiring of a permanent CEO to replace Muse as interim CEO.
To
the
extent the above-referenced revenue/earnings targets are not met or the capital
infusion has not been achieved during Muse’s tenure or within six months of the
end of the interim CEO assignment, the warrants attributable to such milestones
shall expire immediately. In the case of the 750,000 shares of funding warrants
the will
have
to be with investment funds identified in writing and mutually agreed to by
AtlasTG and Muse.
3.
EXPENSE REIMBURSEMENT.
The
consultant shall be entitled to reimbursement from AtlasTG for all reasonable
and documented "out-of-pocket" expenses. Normally Muse will be spending at
least
four days per week in Redmond and will be returning home on most weekends.
If
desired by Muse or AtlasTG Xxx. Xxxx may travel to Redmond and those reasonable
and out of pocket expenses will also be covered by AtlasTG with respect to
coach
class airfare.
4.
SUPPORT SERVICES.
AtlasTG
will provide the following support services for the benefit of Muse: office
space, staff and secretarial support, and office supplies.
5.
TERM/TERMINATION. This
Agreement may be terminated by either party upon 30 days prior written notice
to
the other party.
6.
RELATIONSHIP OF PARTIES. It
is
understood by the parties that Muse and the consultant are independent
contractors with respect to AtlasTG, and not an employees of AtlasTG. AtlasTG
will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Muse or the
consultant.
7.
DISCLOSURE.
Muse
and the consultant are required to disclose any outside activities or interests,
including ownership or participation in the development of prior inventions,
that conflict or may conflict with the best interests of AtlasTG.
8.
ASSIGNMENT.
Muse's
obligations under this Agreement may not be assigned or transferred to any
other
person, firm, or corporation without the prior written consent of
AtlasTG.
9.
INTELLECTUAL PROPERTY. The
following provisions shall apply with respect to copyrightable works, ideas,
discoveries, inventions, applications for patents, and patents (collectively,
"Intellectual
Property"):
a.
Muse’s Intellectual Property.
Muse
does not personally hold any interest in any Intellectual Property.
b.
Development of Intellectual Property.
Any
improvements to Intellectual Property, further inventions or improvements,
and
any new items of Intellectual Property discovered or developed by Muse (or
Muse's employees, if any) during the term of this Agreement shall be the
property of AtlasTG. Muse shall sign all documents necessary to perfect the
rights of AtlasTG in such Intellectual Property, including the filing and/or
prosecution of any applications for copyrights or patents. Upon request, Muse
shall sign all documents necessary to assign the rights to such Intellectual
Property to AtlasTG.
10.
RETURN OF RECORDS. Upon
termination of this Agreement, Muse shall deliver all records, notes, data,
memoranda, models, and equipment of any nature that are in Muse's possession
or
under Muse's control and that are AtlasTG's property or relate to AtlasTG's
business.
11.
NOTICES. All
notices required or permitted under this Agreement shall be in writing and
shall
be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:
IF
for
AtlasTG:
0000
000xx Xxxxxx XX
Xxxxxxx,
Xxxxxxxxxx 00000
With
a
copy (which shall not constitute notice) to:
K&L
Gates, LLP
0000
Xxxx
Xxxxxx, Xxxxx 0000
Xxxxxx,
Xxxxx 00000
Attention:
I. Xxxxx Xxxxxxxx
IF
for
Muse Consulting:
Muse
Consulting
Xxxxx
X.
Xxxx
CEO
00000
Xxxxxx Xxxx Xxx.
Xxxxxx,
Xxxxx 00000
Such
address may be changed from time to time by either party by providing written
notice to the other in the manner set forth above.
12.
ENTIRE AGREEMENT. This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the
parties.
13.
AMENDMENT. This
Agreement may be modified or amended if the amendment is made in writing and
is
signed by both parties.
14.
SEVERABILITY. If
any
provision of this Agreement shall be held to be invalid or unenforceable for
any
reason, the remaining provisions shall continue to be valid and enforceable.
If
a court finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid and enforceable,
then
such provision shall be deemed to be written, construed, and enforced as so
limited.
15.
WAIVER OF CONTRACTUAL RIGHT. The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
16.
APPLICABLE LAW. This
Agreement shall be governed by the laws of the State of Texas.
Party
receiving services:
|
By:
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/s/
Xxxxx X. Xxxxxxxx
|
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Xxxxx
X. Xxxxxxxx
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Director
|
Party
providing services:
Muse
Consulting
|
By:
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/s/
Xxxxx X. Xxxx
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CEO
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Xxxxx
X. Xxxx
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