EXHIBIT 10.8
AGREEMENT FOR CONSULTING SERVICES
THIS CONSULTING AGREEMENT is entered into and effective as of May 10, 2000
by and between DARIN RUEBEL referred to as the "Consultant" whose address is
3509 Lexington Ave, Dallas, TX 75205, and INCUBATE THIS!, a Colorado Corporation
referred to as the "Company" having an office at 265 Sunrise Avenue, Suite 204,
Palm Beach, Florida 33480.
Whereas, the Company desires to engage the services of Consultant in order
to provide investor relations services for the Company;
Whereas, Consultant desires to perform such services on behalf of the
Company; and
Whereas, the parties desire to set forth the terms and conditions of such
consulting arrangement:
Now therefore, in consideration of the mutual promises contained herein and
intending to be legally bound hereby, the parties agree as follows:
1. Retain CONSULTANT as INVESTOR RELATIONS REPRESENTATIVE. Incubate hereby
retains CONSULTANT to serve as its investor relations representative until
removed by the Board or until CONSULTANT resigns.
2. Duties. CONSULTANT shall perform those functions generally performed by
persons of such title and position, shall perform any and all related duties and
shall have any and all powers as may be prescribed by resolution of the Advisory
Board, and shall be available to confer and consult with and advise the officers
and directors of Incubate at such times that may be required by Incubate.
3. Expenses. CONSULTANT shall submit to Incubate reasonably detailed
receipts with respect thereto which substantiate RUEBELis expenses, including
expenses to attend all advisory board meetings and Incubate shall reimburse
RUEBEL for all reasonable documented expenses.
4. Termination: Notwithstanding the foregoing, this Agreement may be
terminated by the Company:
a. Termination by Incubate
(i) Incubate may terminate this Agreement immediately for Cause. For
purposes hereof, "Cause" shall mean (A) the conviction of CONSULTANT for the
commission of a felony against the Incubate; and/or (B) the habitual abuse of
alcohol or controlled substances. In no event shall alleged incompetence of
CONSULTANT in the performance of CONSULTANT's duties be deemed grounds for
termination for Cause.
(ii) This agreement automatically shall terminate upon the death of
CONSULTANT, except that CONSULTANT's estate shall be entitled to receive any
amount accrued under Section 3 for the period prior to CONSULTANT's death and
any other amount to which CONSULTANT was entitled of the time at his death.
5. Secrecy. At no time shall CONSULTANT disclose to anyone any confidential
or secret information (not already constituting information available to the
public) concerning (a) internal affairs or proprietary business operations of
Incubate or its affiliates or (b) any trade secrets, new product developments,
patents, programs or programming, especially unique processes or methods.
6. Indemnification: Company shall indemnify Consultant against all losses,
damages, or expenses (including reasonable attorney's fees and costs) caused by
any actions by the Company.
7. Compensation: The Consultant in consideration of the services to be
provided pursuant to this Agreement, shall be paid:
(a) $750 cash per month; AND
(b) Issued 100,000 common shares in accordance to Section 7(i) and 7(ii).
The shares shall be deemed fully vested upon issuance as outlined in section
7(i).
(i) Issuance of Shares: Subject to Section 4, the shares shall be released
to th Consultant in accordance with the following schedule:
No. Shares Consultant Issuance Date
1. 50,000 DARIN RUEBEL May 15, 2000
2. 50,000 DARIN RUEBEL May 15, 2001
(ii) Registration of Shares: Provided the Company is subject to the rules
and regulations of the Securities Exchange Act of 1934, as amended, the Company
shall register the Shares as pursuant to an S-8 Registration Statement which is
anticipated to be filed within 90 days from the signing herein.
8. Arbitration. Any controversies between INCUBATE THIS and CONSULTANT
involving the construction or application of any of the terms, provisions or
conditions of this Agreement shall on the written request of either party served
on the other be submitted to arbitration. Such arbitration shall comply with and
be governed by the rules of the American Arbitration Association. An arbitration
demand must be made within one (1) year of the date on which the party demanding
arbitration first had notice of the existence of the claim to be arbitrated, or
the right to arbitration along with such claim shall be considered to have been
waived. An arbitrator shall be selected according to the procedures of the
American Arbitration Association. The cost of arbitration shall be borne by the
losing party unless the arbitrator shall determine otherwise. The arbitrator
shall have no authority to add to, subtract from or otherwise modify the
provisions of this Agreement, or to award punitive damages to either party.
9. Attorneys' Fees and Costs. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
10. Cooperation of Parties: The parties further agree that they will do all
things reasonably necessary to accomplish and facilitate the purpose of this
Agreement and that they will sign and execute any and all documents necessary to
bring about and perfect the purposes of this Agreement;
11. Interpretation of Agreement: The parties agree that should any
provision of the Agreement be found to be ambiguous shall not be resolved by
construing such provisions or any part of or the entire Agreement in favor of or
against any party herein, but rather by construing the terms of this Agreement
fairly and reasonable in accordance with their generally accepted meaning.
12. Modification of Agreement: This Agreement may be amended or modified in
any way at any time by an instrument in writing stating the manner in which it
is amended or modified and signed by each of the parties hereto. Any such
writing amending or modifying this Agreement shall be attached to and kept with
this Agreement.
13. Assignment: No party to this Agreement may assign this Agreement or its
rights or obligations herein without the written consent of the other party.
14. Waiver: No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
15. Governing Law. This Agreement and all the amendments hereof, and
waivers and consents with respect thereto shall be governed by the internal laws
of the State of Florida, without regard to the conflicts of laws principles
thereof.
16. Notices. All notices, responses, demands or other communications under
this Agreement shall be in writing and shall be deemed to have been given when
(a). delivered by hand;
(b). sent be telex or telefax, (with receipt confirmed), provided
that a copy is mailed by registered or certified mail, return receipt requested;
or
(c). received by the addressee as sent by express delivery service
(receipt requested) in each case to the appropriate addresses, telex numbers and
telefax numbers as the party may designate to itself by notice to the other
parties:
(i) if to Incubate: INCUBATE THIS! INC. Copy to: Donald F. Mintmire,Esq.
Attn: Sharone Perlstein Mintmire & Associates
265 Sunrise Avenue, Suite 204 265 Sunrise Avenue, Suite 204
Palm Beach, Florida 33480 Palm Beach, FL 33480
Telefax: (561) 659-5371 Telefax: (561) 659-5371
Telephone:(561) 832-5696 Telephone: (561) 832-5696
(ii)if to RUEBEL: Darin S. Ruebel
3509 Lexington Ave.
Dallas, TX 75205
Telefax: (214) 853-5494
Telephone: (214) 528-2392
17. Entire Agreement: This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
18. Counterparts: This Agreement may be signed in one or more counterparts.
ATTEST: INCUBATE THIS! INC.
By: By: /s/ Sharone Perlstein
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Sharone Perlstein
President
DATED: DARIN RUEBEL
By: By: /s/Richard I. Anslow
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"CONSULTANT"