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Title: |
Strategic Operations Contractor Agreement |
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Date: |
2004 |
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Preview shows 4KB of 36KB total |
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$40 |
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ID: |
#996207 |
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EXHIBIT 10.34
STRATEGIC OPERATIONS CONTRACTOR AGREEMENT
STRATEGIC OPERATIONS CONTRACTOR AGREEMENT (this "AGREEMENT") dated as
of May 12, 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.
WHEREAS, the Company wishes to engage CONTRACTOR to render services for
the Company on the terms and conditions set forth in this Agreement, and the
Contractor wishes to be retained and employed by the Company on such terms and
conditions; and
WHEREAS, to accomplish the foregoing, the Company and Contractor wish
for this Agreement to be a memorialization of their Agreement as of 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. ENGAGEMENT -The Company hereby engages 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.
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.
<PAGE>
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
reasonable and necessary out-of-pocket expenses incurred by Contractor in the
performance of Contractor's duties under this Agreement, subject to the
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