Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v205608_8k.htm |
| EX-10.8 - InterCore, Inc. | v205608_ex10-8.htm |
| EX-10.9 - InterCore, Inc. | v205608_ex10-9.htm |
| EX-10.11 - InterCore, Inc. | v205608_ex10-11.htm |
| EX-10.10 - InterCore, Inc. | v205608_ex10-10.htm |
| EX-10.13 - InterCore, Inc. | v205608_ex10-13.htm |
| EX-10.12 - InterCore, Inc. | v205608_ex10-12.htm |
CONSULTING
AGREEMENT
This
Consulting Agreement (this “Agreement”) is made and entered into as of this 13th
day of December, 2010 by and between I-Web Media, Inc., a Delaware corporation
dba Heartland Bridge Capital (the “Company”) and RWIP, LLC, an Oregon limited
liability company (the “Consultant”).
RECITALS
WHEREAS, the Company wishes to engage
the consulting services of Consultant as set forth in Section 1 below;
and
WHEREAS, Consultant wishes to provide
the Company with consulting services on the terms and conditions set forth
herein.
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto hereby agree as follows:
1. CONSULTING
SERVICES
The
Company hereby authorizes, appoints and engages the Consultant to perform the
services set forth in Exhibit A (the
“Services”), in accordance with the terms and conditions set forth in this
Agreement.
2. TERM
OF AGREEMENT
This
Agreement shall be in full force and effect as of the date hereof through and
including that period which ends one (1) year after the date of this
Agreement. The Company and the Consultant shall each have the right
to terminate this Agreement in the event of the bankruptcy, insolvency, or
assignment for the benefit of creditors of the other party, in the event the
other party fails to comply with the terms of this Agreement, or on thirty (30)
days written notice.
3.
COMPENSATION
TO CONSULTANT
The
Company shall pay Consultant upon reaching the benchmarks set forth on, and in
accordance with, Exhibit
A.
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4.
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REPRESENTATIONS
AND WARRANTIES OF CONSULTANT
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Consultant
represents and warrants to and agrees with the Company that:
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a.
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This
Agreement has been duly authorized, executed, and delivered by
Consultant. This Agreement constitutes the valid, legal, and
binding obligation of Consultant, enforceable in accordance with its
terms, except as rights to indemnity hereunder may be limited by
applicable federal or state securities laws, and except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
or similar laws affecting creditor's rights generally;
and
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Page 1 of
9
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b.
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The
consummation of the transactions contemplated hereby will not result in
any breach of the terms or conditions of, or constitute a default under,
any agreement or other instrument to which Consultant is a party, or
violate any order, applicable to Consultant, of any court or federal or
state regulatory body or administrative agency having jurisdiction over
Consultant or over any of its
property.
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5.
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REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
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The
Company hereby represents, warrants, covenants to, and agrees with Consultant
that:
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a.
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This
Agreement has been duly authorized and executed by the
Company. This Agreement constitutes the valid, legal, and
binding obligation of the Company, enforceable in accordance with its
terms, except as rights to indemnity hereunder may be limited by
applicable federal or state securities laws, except in each case as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditor's rights
generally.
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b.
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The
consummation of the transactions contemplated hereby will not result in
any breach of the terms or conditions of, or constitute a default under,
any agreement or other instrument to which the Company is a party, or
violate any order, applicable to the Company, of any court or federal or
state regulatory body or administrative agency having jurisdiction over
the Company or over any of its
property.
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c.
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There
is not now pending or, to the knowledge of the Company, threatened, any
undisclosed action, suit or proceeding to which the Company is a party
before or by any court or governmental agency or body which might result
in a material adverse change in the financial condition of the
Company. The performance of this Agreement and the consummation
of the transactions contemplated hereby will not result in a breach of the
terms or conditions of, or constitute a default under, any statute,
indenture, mortgage or other material Agreement or instrument to which the
Company is a party, or violate any order, applicable to the Company, or
governmental agency having jurisdiction over the Company or over any of
its property.
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6. The
parties hereto agree that the Company shall be responsible for any and all costs
and expenses reasonably incurred by Consultant in performing his duties
hereunder, including but not limited to legal fees, printing costs, fees paid to
third-party professionals, etc. No expense to be reimbursed by the
Company in excess of $1,000 shall be incurred by Consultant without the prior
written approval of the Company. The parties agree that certain
outside vendors will employed to support critical benchmarks in Exhibit A. All
outside vendor contracts will be approved in advance by the company and will be
contracted directly with the help of the consultant.
7. INDEPENDENT
CONTRACTOR
Both the
Company and the Consultant agree that the Consultant will act as an independent
contractor in the performance of his duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant, is a partner,
joint venturer, agent, officer or employee of the Company. Neither
party hereto shall have any authority to bind the other in any respect vis a vis
any third party, it being intended that each shall remain an independent
contractor and responsible only for its own actions. Consultant shall
have no claim or action against the Company based on an employment relationship
between the Company and Consultant, and Consultant shall be responsible for any
and all taxes owed for any compensation paid to Consultant by the Company under
this Agreement.
8. WORK
PRODUCT
Any works, ideas, discoveries,
inventions, patents, products, copyrights, trademarks, intellectual property, or
other information (collectively, the “Work Product”) developed in whole or in
part by Consultant, or its permitted assignees, in connection with the Services
shall be the exclusive property of the Company and held in the name of the
Company. Upon request, Consultant shall sign all documents necessary
to confirm or perfect the exclusive ownership of the Company to the Work
Product.
9. NOTICES
Any
notice, request, demand, or other communication given pursuant to the terms of
this Agreement shall be hand delivered, sent via facsimile, or sent via
overnight courier, and shall be deemed given upon delivery, correctly addressed
to the addresses of the parties indicated below or at such other address as such
party shall in writing have advised the other party.
If to the
Company:
James F.
Groelinger
Chief
Executive Officer
I-Web
Media, Inc.
1
International Boulevard, Suite 400
Mahwah,
NJ 07495
E-mail:
jgroelinger@hbcapital.com
Fax: (518)
252-3917
Page 3 of
9
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With
a copy to:
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Craig
V. Butler, Esq.
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The Lebrecht Group, APLC
9900 Research Drive
Irvine,
CA 92628
Fax: (949) 635-1244
If to
Consultant:
RWIP,
LLC
__________________________
__________________________
Attn.
Fax:
10. ASSIGNMENT
The
Consultant acknowledges that the services to be rendered by RWIP are unique and
personal. Accordingly, the Consultant may not assign any of his
rights or delegate any of their duties or obligations under this Agreement,
except to the principals of RWIP or to entities controlled by the principals of
RWIP, without the express written consent of the Company. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and shall be binding upon the successors and assigns of the
Company.
11. CHOICE
OF LAW AND VENUE
This
Agreement is executed pursuant to and shall be interpreted and governed for all
purposes under the laws of the State of Texas. Any cause of action
brought to enforce any provision of this Agreement shall be brought in the
appropriate court in Fort Bend County, Texas. If any provision of
this Agreement is declared void, such provision shall be deemed severed from
this Agreement, which shall otherwise remain in full force and
effect. This Agreement shall supersede any previous agreements,
written or oral, expressed or implied, between the parties relating to the
subject matter hereof.
12. DISPUTE
RESOLUTION
In the event of any controversy,
dispute, or claim arising out of or related to this Agreement or the breach
thereof, the Company and Consultant agree to meet and confer in good faith to
attempt to resolve the controversy, dispute, or claim without an adversary
proceeding. If the controversy, dispute, or claim is not resolved to the
mutual satisfaction of the Company and Consultant within ten (10) business days
of notice of the controversy, dispute, or claim, the Company and Consultant
agree to waive their rights, if any, to a jury trial, and to submit the
controversy, dispute, or claim to a retired judge or justice for binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Company and Consultant agree that the
only proper venue for the submission of claims shall be the Fort Bend County,
Texas. Judgment on the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof. Any dispute resolution
proceedings contemplated by this provision shall be as confidential and private
as permitted by law.
Page 4 of
9
13. NONDISCLOSURE
Consultant
acknowledges that the list of the Company’s customers, manufacturing contacts,
financial documents, and other proprietary information, as may be specified by
the Company, as it may exist from time to time are valuable, special and unique
assets of the Company’s business. “Confidential Information” means
data, information, technology, samples and specimens relating solely to the
Products, The Consultant will not, during or after the term of this Agreement,
disclose such information, as specified by the Company, or any part thereof, to
any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever. This obligation of confidence does not apply to
information, which is known to the Consultant prior to its receipt from the
Company, information that is or becomes available to the public through no act
or omission of the Consultant, information received from a third party, or
information that is independently developed by the Consultant. In the
event of a breach or threatened breach by the Consultant of the provisions of
this paragraph, the Company shall be entitled to an injunction restraining the
Consultant from disclosing, in whole or in part, this information, or from
rendering any service to any person, firm, corporation, association, or other
entity to whom such information, in whole or in part, has been disclosed or is
threatened to be disclosed. Nothing herein shall be construed as
prohibiting the Company form pursuing any other remedies available to the
Company for such breach or threatened breach, including the recovery of damages
from the Consultant.
14. ENTIRE
AGREEMENT
Except as
provided herein, this Agreement, including exhibits, contains the entire
agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
There are no representations, agreements, arrangements, or understandings, oral
or written, between and among the parties hereto relating to the subject matter
of this Agreement that are not fully expressed herein.
15. SEVERABILITY
If any
provision of this Agreement is unenforceable, invalid, or violates applicable
law, such provision, or unenforceable portion of such provision, shall be deemed
stricken and shall not affect the enforceability of any other provisions of this
Agreement.
Page 5 of
9
16. CAPTIONS
The
captions in this Agreement are inserted only as a matter of convenience and for
reference and shall not be deemed to define, limit, enlarge, or describe the
scope of this Agreement or the relationship of the parties, and shall not affect
this Agreement or the construction of any provisions herein.
17. COUNTERPARTS
This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.
18. MODIFICATION
No
change, modification, addition, or amendment to this Agreement shall be valid
unless in writing and signed by all parties hereto.
19. ATTORNEYS
FEES
Except as
otherwise provided herein, if a dispute should arise between the parties
including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
[remainder
of page intentionally left blank; signature page to follow]
Page 6 of
9
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first written above.
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“Company”
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“Consultant”
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I-Web
Media, Inc.
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RWIP,
LLC
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a
Delaware corporation
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an
Oregon limited liability company
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/s/ James F. Groelinger
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/s/ Amanda Matthews
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By:
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James
F. Groelinger
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By:
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Amanda
Matthews
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Its:
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Chief
Executive Officer
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President
of Fandeck, Inc., the General
Partner
of Rivercoach Partners, LP, the
Managing
Member of RWIP LLC
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Page 7 of
9
Exhibit
A
Services
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Date (1)
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Payment
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Tasks Completed (1)
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December
13, 2010
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$2,500
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Upfront
Payment
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January
15, 2011
February
15, 2011- May 14, 2011
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$$27,500
$10,000/mo
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-Retainer
Outline
design criteria
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Integrate Concept Test data into design criteria
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Design clinical prototype
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Evaluate manufacturing design
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Make clinical prototypes
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Write clinical test protocol, choose site, and obtain IRB
approval
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Design concept research to project trial rates
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May
15, 2011 – June 14, 2011
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$10,000/mo.
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-
Determine number of tampon uses now and growth rates in U.S. and worldwide
market
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Determine best distribution model for consumer penetration
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Estimate early and later adopter trial numbers
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Trial rates are then adjusted for awareness and availability
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Repeat rates need to be estimated and then tested
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Decay rate can then be estimated and applied
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Volume rates and pricing can then be developed
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June
15, 2011 – September 14, 2011
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$10,000/mo.
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-
Each potential worldwide development and distribution partner will be
studied
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After review a plan will be designed to present materials and begin
partnership
process
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Page 8 of
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Most partners will require NDA’s in place and therefore will need our
patent to be published in order to begin contact
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September
15, 2011 – December 15, 2011
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$10,000/mo.
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-
Outline 510k plan
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Write and submit 510k
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(1) Dates
are estimated.
Page 9 of
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