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Strategic Operations Contractor Agreement

 

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Title:

Strategic Operations Contractor Agreement

Entities:

Foley Hoag LLP

Date:

2005

Size:

Preview shows 6KB of 42KB total

Price:

$45

ID:

#996115

 

 

► Fee Agreements ► Contractor ► Strategic Operation Contractor Agreements
► Services ► Legal

 

 

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STRATEGIC OPERATIONS CONTRACTOR AGREEMENT


STRATEGIC OPERATIONS CONTRACTOR AGREEMENT (this "AGREEMENT") dated as
of December 30, 2004, and with an effective date of January 1, 2004 ("EFFECTIVE
DATE") between Markland Technology, Inc. (including, as the context may require,
its subsidiaries, the "COMPANY"), a Florida corporation, and Asset Growth
Company (the "Contractor"), a Connecticut corporation.

WITNESSETH THAT,

WHEREAS, the Company and the Contractor had previously entered into an
Strategic Operations Contractor Agreement dated May 12, 2004 (the "PRIOR
AGREEMENT"); and

WHEREAS, pursuant to Section 4(d) of the Prior Agreement, the
Contractor was granted certain shares of the Common Stock of the Company and
that said shares are restricted and subject to forfeiture; and

WHEREAS, pursuant to Section 4(d) of the Agreement, it is anticipated
that the Contractor will receive additional shares of the Common Stock of the
Company (the "COMMON STOCK", or the "SHARES") at regular intervals and that such
shares shall be restricted and subject to forfeiture; and

WHEREAS, it was, and is, the intention of the Company and the
Contractor that such Shares are subject to forfeiture in the event that
Contractor's engagement with the Company terminates prior to the United States
Securities and Exchange Commission (the "SEC") declaring effective a
Registration Statement covering the aforementioned shares or certain other
conditions; and

WHEREAS, it is the intention of the Company and the Contractor to
modify the schedule under which the Shares are granted; and

WHEREAS, to accomplish the foregoing, the Company and Contractor wish
to supplant the prior Agreement with this Agreement retroactive from the
Effective Date.

NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION OF PRIOR AGREEMENT; CURRENT ENGAGEMENT -The Prior Agreement is
hereby deemed performed through the Effective Date and is hereby terminated
as of the Effective Date. The Company hereby engage the Contractor, and the
Contractor accepts such engagement and agrees to perform services for the
Company, for the period and upon the other terms and conditions set forth
in this Agreement.

2. TERM - Unless terminated at an earlier date in accordance with Section 8 of
this Agreement or otherwise extended by agreement of the parties, the term
of the Contractor's engagement hereunder shall be for a period of five
years, commencing on January 2, 2004. The period of engagement may be
extended by written agreement or e-mail between the parties, provided that
certain provisions relating to compensation may change upon commencement of
any extension hereto.

-1-
<PAGE>

3. POSITION AND DUTIES

(a) SERVICE WITH COMPANY - During the term of the Contractor's engagement,
the Contractor agrees to perform such reasonable services as the Board
of Directors of the Company (the "BOARD") shall assign to Contractor
from time to time. The Contractor shall commence this relationship
providing the following services: (i) Advice on proper deal structures
for Company business development activities, and (ii) Administrative
services and support for Company executive staff and customers.

(b) PERFORMANCE OF DUTIES - The Contractor agrees to serve the Company
faithfully and to the best of Contractor's ability and to devote a
reasonable amount of its employees' time, attention and efforts to the
business and affairs of the Company during Contractor's engagement by
the Company. The Contractor hereby confirms that Contractor is under
no contractual commitments inconsistent with Contractor's obligations
set forth in this Agreement and that during the term of this
Agreement, Contractor will not render or perform services for any
other corporation, firm, entity or person, which are inconsistent with
the provisions of this Agreement. As an independent contractor,
Contractor may engage in other professional activities so long as such
activities do not interfere with the performance of Contractor's
obligations under this Agreement.

4. COMPENSATION

(a) BASE CONSIDERATION - As compensation for services to be rendered by
the Contractor under this Agreement, the Company shall pay to the
Contractor during the term of the contract a base payment of $10,000
gross per month (total of $120,000 per year, the "ANNUAL
COMPENSATION"), which payment shall be paid in arrears in accordance
with the Company's normal procedures and policies.

(b) INCENTIVE COMPENSATION - In addition to the base payment, the
Contractor shall be eligible to participate in any bonus or incentive
compensation plans that may be established by the Board from time to
time applicable to the Employee's services.

(c) EXPENSES- The Company will pay or reimburse the Contractor for all

 

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