Attached files
| file | filename |
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| EX-5.1 - EX-5.1 - BAETA CORP | v209931_ex5-1.htm |
| EX-23.1 - EX-23.1 - BAETA CORP | v209931_ex23-1.htm |
| EX-10.12.23 - EX-10.12.23 - BAETA CORP | v209931_ex10-12x23.htm |
| EX-10.12.27 - EX-10.12.27 - BAETA CORP | v209931_ex10-12x27.htm |
| EX-10.12.25 - EX-10.12.25 - BAETA CORP | v209931_ex10-12x25.htm |
| EX-10.12.21 - EX-10.12.21 - BAETA CORP | v209931_ex10-12x21.htm |
| EX-10.12.26 - EX-10.12.26 - BAETA CORP | v209931_ex10-12x26.htm |
| EX-10.12.22 - EX-10.12.22 - BAETA CORP | v209931_ex10-12x22.htm |
| EX-10.12.28 - EX-10.12.28 - BAETA CORP | v209931_ex10-12x28.htm |
| EX-10.12.24 - EX-10.12.24 - BAETA CORP | v209931_ex10-12x24.htm |
| S-1 - S-1 - BAETA CORP | v209931_s1.htm |
CONSULTING
AGREEMENT
This Consulting Agreement (“Agreement”)
is entered into between Heritage Corporate Services(“Consultant”) and BAETA
Corp., a New Jersey corporation (the “Client” or the
“Company”).
The Consultant is in the business of
providing management consulting services, business advisory services,
shareholder information services and public relations services. The Client deems
it to be in its best interest to retain the Consultant to render to the Client
such services as may be agreed to by the parties from time to time; and the
Consultant desires to render such services to the Client as set forth
hereunder.
Now therefore, in consideration of the
mutual promises and covenants set forth in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Term
of Agreement
The
Agreement shall remain in effect from the date hereof through the expiration of
a period of month from the date hereof (the “Term”), and thereafter may be
renewed upon the mutual written consent of the Parties.
Termination
Either the Consultant or the Client may
terminate this Agreement at the end of any month during the Term of this
Agreement. This Agreement shall automatically terminate upon the
dissolution, bankruptcy or insolvency of the Client or the Consultant. The
Consultant and the Client shall have the right and the discretion to terminate
this Agreement should the other party, in performing its duties hereunder,
violate any law, ordinance, permit or regulation of any governmental entity or
self-regulatory organization, accept for violations that either singularly or in
the aggregate do not have or will not have a materially adverse effect on the
party desiring termination.
Consulting Services
The Client hereby retains the Consultant
as an independent contractor, and the Consultant hereby accepts and agrees to
such retention. It is acknowledged and agreed by the Client that the Consultant
carries neither professional licenses nor memberships in any self-regulatory
organizations. It is further acknowledged and agreed by the Client that the
Consultant is not rendering legal advice or performing accounting services and
is not acting and shall not act as an investment advisor or broker/dealer within
the meaning of any applicable state or federal securities laws. The services of
the Consultant shall not be exclusive nor shall the Consultant be required to
render any specific number of hours or assign specific personnel to the Client
or its projects.
In connection with the Services to be
rendered by Consultant to Client, Consultant shall provide Client with a monthly written record and
account of all services performed by Consultant, which shall include specific
details of all services rendered, and at a minimum, must include time spent,
names and phone numbers of personnel who performed such services for Consultant,
and must include the names and phone
numbers of all parties involved. Failure to provide a
monthly written record as described above shall constitute a breach of this
Agreement, and shall be grounds for the forfeiture and return of all BAETA Corp.
stock issued to Consultant as described in this Agreement.
Independent
Contractor
The Consultant agrees to perform its
consulting duties hereto as an independent contractor. Nothing contained herein
shall be considered to create an employer-employee relationship between the
parties to this Agreement. The Client shall not make social security, workers’
compensation or unemployment insurance payments on behalf of Consultant. The
parties hereto acknowledge and agree that the Consultant cannot guarantee the
results or effectiveness of any of the services rendered or to be rendered by
the Consultant. Rather, Consultant shall conduct its operations and provide its
services in a professional manner and in accordance with good industry practice.
The Consultant will use its reasonable business efforts in providing services to
Client.
Time, Place and Manner of
Performance
The Consultant shall be available to the
officers and directors of the Client at such reasonable and convenient times and
places as may be mutually agreed upon. Except as aforesaid, the time, place and
manner of performance of the services hereunder, including the amount of time to
be allocated by the Consultant to any specific service, shall be determined in
the sole discretion of the Consultant.
Compensation
In consideration for bona fide services
rendered in accordance with the provisions of this Agreement, Consultant shall
be entitled to receive an aggregate of 20,000 shares of restricted common stock
of BAETA Corp. pursuant to the following disbursement
schedule:
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An initial issuance of
10,000 shares
of restricted common
stock upon
the
execution of this Agreement, which shall be
deemed consideration for the first two business weeks of
service under this
Agreement;
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An additional 10,000 shares of
restricted common stock for the second two business weeks at the conclusion of one month of
service under this
Agreement.
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An issuance of
10,000 shares of unrestricted common stock will be issued once available
to satisfy the free-trading portion of this
agreement
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The shares of common stock contemplated
under this section shall be considered earned upon the expiration of each one
month period for purposes
of compensation, pursuant to Rule 144 and for federal income tax
purposes.
Issuance
of Restricted Stock to Consultant
The
restricted stock shall be issued as fully-paid and non-assessable securities.
The Client shall take all corporate action necessary for the issuance of the
Restricted Stock to be legally valid and irrevocable subject to this Agreement,
including obtaining the prior approval of its Board of Directors.
Work Product
It is agreed that all information and
materials produced for the Client shall be the property of the Client, free and
clear of all claims thereto by the Consultant, and the Consultant has no claim
of authorship therein or ownership rights thereto.
Disclosure
of Information
The
Consultant shall not disclose to any third party any material non-public
information or data received from the Client without the written consent and
approval of the Client other than: (i) to its agents or representatives that
have a need to know in connection with the Services hereunder; provided such
agents and representatives have a similar obligation to maintain the
confidentiality of such information; (ii) as may be required by applicable law;
provided, Consultant shall provide prompt prior written notice thereof to the
Client to enable the Client to seek a protective order or otherwise prevent such
disclosure; and (iii) such information as becomes publicly known through no
action of the Consultant, or its agents or representatives.
Compliance
with Securities Laws
The
Parties acknowledge and agree that the Client is subject to the requirements of
the 1934 Act, and that the 1933 Act, the 1934 Act, the rules and regulations
promulgated thereunder and the various state securities laws (collectively,
“Securities Laws”) impose significant burdens and limitations on the
dissemination of certain information about the Client by the Client and by
persons acting for or on behalf of the Client. Each of the Parties agrees to
comply with all applicable Securities Laws in carrying out its obligations under
the Agreement; and without limiting the generality of the foregoing, the Client
hereby agrees (i) all information about the Client provided to the Consultant by
the Client, which the Client expressly agrees may be disseminated to the public
by the Consultant in providing any public relations or other services pursuant
to the Agreement, shall not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements made, in light
of the circumstances in which they were made, not misleading, (ii) the Client
shall promptly notify the Consultant if it becomes aware that it has publicly
made any untrue statement of a material fact regarding the Client or has omitted
to state any material fact necessary to make the public statements made by the
Client, in light of the circumstances in which they were made, not misleading,
and (iii) the Client shall promptly notify the Consultant of any “quiet period”
or “blackout period” or other similar period during which public statements by
or on behalf of the Client are restricted by any Securities Law. Each Party (an
“indemnifying party”) hereby agrees, to the full extent permitted by applicable
law, to indemnify and hold harmless the other Party (the “indemnified party”)
for any damages caused to the indemnified party by the indemnifying party’s
breach or violation of any Securities Law, except to the extent that the
indemnifying party’s breach or violation of a Securities Law is caused by the
indemnified party’s breach or violation of the Agreement, or any Securities
Law.
Duties
of the Client
The
Client will supply Consultant, on a regular basis and timely basis, with all
approved data and information about the Client, its management, its products,
and its operations as reasonably requested by Consultant and which the Client
can obtain with reasonable effort; and Client shall be responsible for advising
Consultant of any facts which would affect the accuracy of any prior data and
information previously supplied to Consultant so that the Consultant may take
corrective action.
Confidentiality
The Client and the Consultant each agree
to provide reasonable security measures to keep information belonging to the
other party confidential where release of the same would be detrimental to such
party’s business interests (“Confidential Information”). Each party agrees that
Confidential Information shall be subject to this Agreement if provided to the
other party and marked “Confidential” in a conspicuous manner. Consultant and
Client shall each require their employees, agents, affiliates, sub-contractors,
other licensees, and others who have access to Confidential Information through
Consultant or Client, as the case may be, to enter into appropriate
non-disclosure agreements requiring the level and degree of confidentiality
contemplated by this Agreement. Consultant and Client each agree that it will
not, either during the term of this Agreement or at any time thereafter,
disclose, use or make known for its own or another’s benefit, any confidential
information acquired or used by it hereunder. The term “Confidential
Information” excludes information that: (a) is made public by Consultant or
Client in violation of this Agreement, (b) becomes generally available to the
public, other than as a result of disclosure by Consultant or Client or another
party in violation of any obligation of confidentiality, or (c) Client or
Consultant obtains from sources other than Client or
Consultant.
Conflict of Interest
The Consultant shall be free to perform
services for other entities or persons. The Consultant will notify the Client of
its performance of consulting services for any other entity or person that upon
reasonable belief could materially conflict with its obligations to the Client
under this Agreement.
Disclaimer of Responsibility for Acts of
the Client and Consultant: Limitation on Liability
In no event shall the Consultant be
authorized or required by this Agreement to represent or make management
decisions for the Client. The Consultant shall, under no circumstances, be made
liable for any expense incurred or loss suffered by the Client as a consequence
of such decisions by the Client or any affiliates or subsidiaries of the Client.
EXCEPT
IN CIRCUMSTANCES INVOLVING NEGLIGENCE AND/OR WILLFUL MISCONDUCT BY CONSULTANT,
CONSULTANT DISCLAIMS ANY AND ALL WARRANTIES RESPECTING THE SERVICES AND
ACTIVITIES, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT IN CIRCUMSTANCES
INVOLVING NEGLIGENCE AND/OR WILLFUL MISCONDUCT BY CONSULTANT, CONSULTANT SHALL
NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR OTHERWISE RELATING TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT.
EXCEPT IN CIRCUMSTANCES INVOLVING GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT BY
CONSULTANT,, CONSULTANT’S LIABILITY FOR DAMAGES UNDER OR RELATING TO THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT OF COMPENSATION PAID TO CONSULTANT
HEREUNDER.
Indemnification of Consultant by the
Client.
The Client acknowledges that the Consultant relies
on information provided by the Client in connection with the provisions of
Services hereunder and represents that said information does not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made, in light of the circumstances in which they were
made, not misleading, and agrees to hold harmless and indemnify the Consultant
for claims against the Consultant as a result of any breach of such
representation and for any claims relating to the purchase and/or sale of the
Client’s securities occurring out of or in
connection with the Consultant’s relationship with the Client including, without limitation,
reasonable attorney’s fees and other costs arising out of any such claims;
provided, however, that the Client will not be liable in any such case for
losses, claims, damages, liabilities or expenses that arise from the gross
negligence or willful misconduct of Consultant.
Indemnification of the Client by the Consultant.
The Consultant shall identify and hold
harmless the Client and its principals from and against any
and all liabilities and damages arising out of any the Consultant’s negligence
or intentional breach of its representations, warranties or agreements made
hereunder.
Notices
Any notices required or permitted to be
given under this Agreement shall be sufficient if in writing, which shall
include email, and delivered or sent by fax, registered or certified mail, or by
Federal Express or other nationally recognized overnight couriers to the
principal office of each party and addressed to its principal executive officer
at the address set forth on the signature page to this Agreement. Faxes should
be marked for the attention of the principal executive officer and sent to the
fax number set forth on the signature page to this
Agreement.
Waiver of Breach
Any waiver by either party of a breach
of any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by such
party.
Assignment
Neither party may assign this Agreement
without the written consent of the other party.
Applicable Law
It is the intention of the parties
hereto that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and pursuant to
the laws of the State of New York and that in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with, or by
reason of this Agreement, the laws of the State of New York, without regard to
conflicts of law principles, shall be applicable. The parties agree to submit
all litigation arising hereunder to the state or federal courts located in New
York, and consent to the jurisdiction and venue of such courts, and further
waive any objection that such courts are an inconvenient
forum.
Severability
All agreements and covenants contained
herein are severable, and in the event any of them shall be held to be invalid
by any competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
Entire Agreement
This Agreement constitutes and embodies
the entire understanding and agreement of the parties and supersedes and
replaces all prior understandings, agreements and negotiations between the
parties.
Waiver and
Modification
Any waiver, alteration, or modification
of any of the provisions of this Agreement shall be valid only if made in
writing and signed by the parties hereto.
Counterparts and Facsimile
Signature
This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which, taken together, shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such
party.
Exhibit A
Duties of
the Consultant shall include press release creation and distribution (pending
Management’s
approval). Video distribution to both a global audience as well as opted-in
investor database currently held by Consultant, Message board moderating
(including iHub, Yahoo Finance, Google Finance, The
Lion, Stock Hideout, BoardCentral). Consultant will also setup a phone system
for Client in which Consultant manages incoming calls and answers questions
under the Investor Relations scope of practice. Consultant will also provide
funding opportunities when applicable and other a la carte services agreed upon
by the Client and Consultant.
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement, effective as of
the date set forth above.
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BAETA Corp.
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Heritage Corporate
Services
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/s/
Len Pushkantser
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/s/
Heritage Corporate Services
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By:
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By:
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Leonid
Pushkantser, CEO
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