Exhibit 10.1
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT is dated and made for reference effective as of the
22nd day of September, 2009.
BETWEEN:
VERIFYSMART CORP. with its address for notice hereunder at Fort Legend
Towers, Suite 2002 - 3rd Avenue corner 31st Street, E-Square, Fort
Bonifacio Global City, Taguig, Metro Manila, Philippines
(hereinafter referred to as the "Company");
OF THE FIRST PART
AND:
AMG GROUP INC. with its address for notice hereunder at P.O. Box 38,
Riderwood, MD USA 21139-0038
(hereinafter referred to as the "Consultant").
OF THE SECOND PART
(together hereinafter also referred to individually as a "Party" and
collectively as "Parties")
WHEREAS:
A. The Company is in the business of growing its verified transaction
software, credit card anti-fraud program and internet business and is
seeking clients and partners; and
B. The Consultant has access to high quality clients and partner potentials
who would have an appetite for the Company's products;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and provisions herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. In consideration of the Consultant's assistance in identifying and/or
securing for the Company high quality clients and partners who are lawfully able
to participate with the Company then in the event of election for closing by the
Company with such introduced by the Consultant the Company hereby agrees to pay
to the Consultant fees (the "FEE") as follows:
(a) asset acquisition, merger, or other value acquisition or disposition
(the "Event") - the Company will pay within 30 days of closing of such
an Event an amount equal to, at the Consultant's election, five (5%)
in cash or ten (10%) in common stock with the stock priced at the
weighted average stock price for the year, on the stated value of the
Event or, failing contractual value, the fair market value of the
Event;
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(b) card issuers or internet users - the Company will pay to the
Consultant an amount of ten percent (10%) of cash flow received by the
Company (less direct third party costs) from banks, other financial
institutions, and any other business paying the Company based on card
use or internet use of the Company's products for the first five years
and five percent (5%) thereafter for an additional five years and for
the first institution of in excess of one million cards signed the
Company will pay the Consultant one million common shares of the
Company. For clarity, this Fee is applied to each new client such that
the 10% applies to the first five years revenue of each client.
(c) the Company shall pay the Consultant a monthly fee of $5000US starting
July 1 and pre-approved expenses (such as flights and accomodation).
The consultant will employ reasonable best efforts to introduce high
quality clients as soon as possible.
2. The term of this Agreement shall be two (2) years from the date first herein
set forth. Any earned Fee shall continue beyond the date hereof for its stated
term of section 1. (b).
3. The Consultant acknowledges that it has or will receive information
(collectively, the "INFORMATION") with respect to the Company, its business and
its technology and that all such Information is the property of the Company, and
that the Consultant will not copy or use or transfer the Information, other than
to evaluate the Company, without the prior written consent of the Company. The
Consultant undertakes to keep such Information confidential and not to use the
same nor provide the same to others and will not disseminate such Information
without the express written permission of the Company.
The Parties irrevocably agree that they shall not disclose or otherwise reveal,
directly or indirectly, to any third party, any confidential information
provided by one party to the other, or otherwise acquired, particularly contract
terms, product information, processes, prices, fees, financing arrangements,
schedules, and information concerning the identity of sellers, producers,
buyers, dealers, borrowers, brokers, lenders, distributors, developers,
manufacturers, technology owners, or their representatives, and specific
individual names, addresses, principals, or telex/fax/telephone numbers,
references, product or technology information, and/or all other information,
advised by one Party to another as being confidential or privileged, without the
prior specific written consent of the Party providing such information. Neither
Party may be held liable if, through no action or fault of the other, any of the
above mentioned confidential information is released.
The Consultant specifically agrees that any breach hereof cannot be sufficiently
compensated in damages and hereby attorns, prior to process and ex parte, to
such injunctions and other remedies as the Company may in its sole discretion
deem necessary or advisable.
4. The Parties hereby irrevocably agree, and guarantee each other they shall
not, directly or indirectly, interfere with, circumvent or attempt to
circumvent, avoid, bypass, or obviate each other's interest, or the interest or
relationship with producers, sellers, buyers, brokers, dealers, distributors,
financial institutions, technology owners, developers or manufacturers, to
change, increase or avoid, directly or indirectly, payment of Fees nor initiate
buy/sell relationships, or transactional relationships that by-pass one of the
Parties with any corporation, producer, technology owner, partnership, or
individual revealed or introduced by one of the Parties to one another in
connection with any on-going or future transaction or project.
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5. Each party will at any time and from time to time, upon the request of the
other party, execute and deliver such further documents and perform such further
acts and things as the other party may reasonably request in order to evidence,
carry out and give full effect to the terms, conditions, intent and meaning of
this Agreement and to fulfill any closing.
6. This agreement is governed by and shall be interpreted by the laws of the
USA, the situs of this agreement is Los Angeles, California and this Agreement
will be subject to the exclusive jurisdiction of the courts of the same. It is
acknowledged that this is not an exclusive arrangement but that it becomes
exclusive for potential clients and partners or Events first introduced by the
Consultant in person with a presentation.
7. The terms and provisions herein contained constitute the entire agreement
between the parties and supersede all previous oral or written communications
and there are no agreements collateral hereto. This agreement shall ensure to
the benefit of and be binding upon the parties hereto and their respective
heirs, administrators, successors and assigns.
8. This agreement may be signed by the parties hereto in counterparts and by
facsimile endorsement, each of which so signed shall be deemed to be an
original, and the counterparts shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the date as set
forth above.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as
of the day and year first above written.
Executed by )
VERIFYSMART CORP )
by its authorized signatory: )
)
)
/s/ Ralph Santos )
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Authorized Signatory )
)
Executed by )
AMG GROUP INC. )
by its authorized signatory: )
)
)
/s/ Adi Muljo )
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Authorized Signatory )