Exhibit 10.9
CONTRACT FOR SERVICE
This AGREEMENT is made and entered into as of November 10, 2010 by and
between Monster Offers ("Monster Offers" or the "Company"), having its
principle office at PO Box 1092, Bonsall, CA 92003 and Mr. Joseph Noel,
(hereinafter called "Consultant"), an individual having his principal place
of business at 1155C Arnold Drive, Suite 168, Martinez, Ca 94553.
Preliminary Statement
1. Monster Offers proposes to use the service of Consultant and/or his
firm, Emerging Growth Research, LLC for such activities as mutually agreed to
between the parties.
2. Consultant, by reason of knowledge, education, and/or experience, is
capable of rendering and does desire to render the services as described in
paragraph 1 below;
Terms and Conditions
1. Services to be Rendered
Consultant shall render to Monster Offers professional investor and public
relations services and advice of such nature, for such purposes, and at such
times as are mutually agreed upon by the parties. The Statement of Work for
Consultant's services is listed in the below paragraphs and is made a part of
this Agreement. Consultant shall not modify any provisions of this Agreement
without prior written consent of the Company.
Consultant shall render all services as an independent contractor and shall
not be considered an employee of the Company for any purpose. Any and all
insurance that Consultant may desire shall be obtained and provided by
Consultant without cost or other obligation to the Company.
2. Term
The consulting services provided under this Agreement shall be performed,
when required by Monster Offers, during the period from November 10, 2010 to
on or about May 10, 2011. This may be extended for additional 180-day
periods, if agreed upon by both parties in writing thirty (30) days prior to
the expiration of the initial term.
The Company has the option to cancel this contract at its discretion if
management believes consultant is not meeting the requirements outlined. If
management exercises this option, additional payment of shares will be
forfeited by consultant.
3. Program Costs
Costs pertaining to the above outlined items are outlined above.
4. Compensation
The standard, required cash based component for implementation of the program
shall be forgone by Consultant in return for stock based compensation only.
The stock component for implementation of the Monster Offers program is
125,000 restricted shares, due upon the signing of this Agreement.
These restricted shares are due and payable at the signing of this contract.
Furthermore, full ownership and title of these restricted shares is granted
and applicable at the date of the signing of this contract Agreement,
regardless of when actual issuance of these shares takes place and regardless
of the date listed on the certificate of these shares at issuance.
5. Notices
All notices required or permitted pursuant to this Agreement shall be deemed
given if and when personally delivered in writing to the party or its
designated agent or representative, or if and when mailed by United States
Mail, registered or certified mail, return receipt request, postage prepaid,
and properly addressed. All notices shall be addressed:
To: Monster Offers at PO Box 1092, Bonsall, CA 92003
Attention: Mr. Paul Gain
To Consultant: 1155C Arnold Drive Suite 168, Martinez, Ca 94553
Attention: Joseph Noel
Each party may specify a different address for receipt of such notices by
giving the other party at least fifteen (15) days written notice thereof.
6. Indemnification
Consultant shall defend, indemnify and hold harmless Monster Offers, its
officers, employees, and agents, from any and all damage, losses,
obligations, liabilities, claims deficiencies, costs, and expenses of every
nature and kind incurred by the Company that are in whole or in part cause by
or alleged to be caused by acts or omissions of Consultant, its officers,
employees, agents, subcontractors, and lower-tier subcontractors arising out
of or relation to Consultant's work under this Agreement.
7. Laws and Regulations
Consultant shall comply with all applicable federal, state, and local laws
and regulations and all applicable orders and regulations of the executive
and other departments, agencies, and instrumentalities of the United States.
Consultant shall further comply with Monster Offers policies that may be in
effect during the term of the Agreement and which are incorporated by
reference as though fully set forth herein. Consultant shall indemnify the
Company in accordance with paragraph 6 for any and all damages, losses,
obligations, liabilities, claims, deficiencies, costs, and expenses that may
result from Consultant's breach of this paragraph.
8. Applicable Taxes
All taxes applicable to any amounts paid by the Company to the Consultant
under this Agreement will be the Consultant's liability and the Company shall
not withhold nor pay any amounts for federal, state, or municipal income tax,
social security, unemployment or worker's compensation.
9. Confidential and Proprietary Information
Consultant may not use non-public, confidential, proprietary, or trade secret
information obtained from or furnished by Monster Offers for any purpose
other than providing services required under this Agreement. Consultant will
not duplicate, disclose, or divulge such information without the express
prior written consent of the Company. Information need not be marked to be
considered non-public, confidential, proprietary, or trade secret
information.
Consultant agrees to take reasonable steps to prevent the unauthorized
disclosure of such information, including but not limited to initiating and
pursuing court proceedings seeking to prevent unauthorized disclosure by
Consultant's officers, employees, agents, subcontractors, or lower-tier
subcontractors. Consultant shall return to the Company all documents
comprising, reflecting, or relating to such non-pubic, confidential,
proprietary, or trade secret information, including any such documents
developed or prepared by Consultant, promptly upon completion of services
required under the Purchase Order or termination of this Agreement, whichever
is earlier.
10. Data and Copyrights
All data developed, prepared, or originated by Consultant in the performance
of services under this Agreement and all data delivered to Monster Offers in
connection with the performance of services under this Agreement shall be the
exclusive property of the Company. Monster Offers shall own all copyrights
for such data and have the unlimited right to use, reproduce, disclose,
publish, translate, or deliver such data in any manner whatsoever and to
authorize others to do so without any additional compensation due from the
Company. Consultant shall not include among data delivered to the Company
any data that is or will be copyrighted unless Consultant provides Monster
Offers with the written permission of the copyright holder for the Company to
use such data in the manners provided in this Agreement without any
additional compensation due from which it may be recorded. Data includes but
is not limited to technical data, computer software, writings, designs,
specifications, sound recording, video recordings, pictorial reproductions,
drawings or other graphic representations, and works of any similar nature.
Consultant hereby grants the Company full and exclusive right, title, and
interest throughout the world in all inventions, improvement, or discoveries
conceived or made in the performance of services under this Agreement.
Consultant shall promptly furnish and provide the Company with complete
information in this regard and shall execute all documents, including
assignments in the form specified by Monster Offers.
11. Conflict of Interest
Consultant represents that it has not been engaged or employed by another
company to perform services in connection with or relation to the same
requirements that are the subject matter of the prime contract. If
Consultant has had access to any non-public, confidential, proprietary, or
trade secret information obtained from or furnished by Monster Offers with
respect to the subject matter of the prime contract, Consultant shall not
accept employment with or by any competitor of Monster Offers with respect to
the subject matter of the prime contract without obtaining written
authorization of the Company in advance.
12. Disagreements
Except for disagreements or disputes relating to paragraphs 9, 11 and 13 of
this Agreement, the Parties shall attempt to resolve all disagreements or
disputes relating to the subject matter of this Agreement informally. If
Consultant disagrees with a determination made by Monster Offers with respect
to a dispute subject to this paragraph, Consultant shall reduce its
disagreement to writing and forward the writing to the Company within fifteen
(15) days of Monster Offers' determination. In the absence of such notice by
Consultant, the Company's determination shall be final and conclusive. If
Consultant submits such a notice, the Company will have fifteen (15) days to
affirm or reconsider its original determination. No court or other action
may be initiated relating to a dispute subject to this paragraph unless and
until this informal dispute resolution process has been completed.
Pending a final resolution of any dispute relating to the subject matter of
this Agreement, Consultant shall diligently proceed with the performance of
this Agreement until the Company directs Consultant not to perform.
13. Specific Performance
Consultant acknowledges that a violation of the requirement of paragraphs 9
or 11 of this Agreement would cause irreparable harm and damage to Monster
Offers, and that the monetary amount of such damages would be impossible to
ascertain. Accordingly, Consultant agrees that the Company is entitled to
specific enforcement of such requirements and Monster Offers is entitled to
obtain an injunction from any court of competent jurisdiction enjoining and
restraining violations of paragraphs 9 or 11. These remedies are in addition
to and cumulative with other remedies and damages available to the Company.
Items subject to this paragraph are not subject to the informal resolution
requirements in paragraph 12 of this Agreement.
14. Headings
The heading included herein are inserted only for convenience and reference
and in no way define, limit, or describe the scope of this Agreement of the
intent of any of its provisions.
15. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, U.S.A.
16. Entire Agreement
This Agreement supersedes all written or oral agreements, if any, and
represents the entire Agreement between the parties. This Agreement may be
modified only by the express written consent of both the Company and
Consultant.
17. Severability
If any provision of this Agreement shall be determined to be illegal,
invalid, or unenforceable, the remaining provisions shall remain in full
force and effect.
18. Survival
The provisions of paragraphs 6, 9, 10, 11, and 12 shall survive completion or
termination of this Agreement.
19. Execution of Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Monster Offers
Signature: /s/ Paul Gain
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By: Paul Gain
Title: Chairman and CEO
Date:
CONSULTANT
Signature:
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By: Joseph Noel
Date: