Kenneth combs ecks
- 1. 1. Names This agreement is between ECKS the company, a California limited liability company (Client), and SCB Associates, Inc., a Minnesota corporation (Contractor). 2. Services to be Performed Contractor agrees to perform the following services for Client: SCB Associates has been asked to help ECKS to find venture capital and equity investors. In order to accomplish this goal SCB Associates needs to create a viable business plan that will be recognized and accepted by credible investors. Subsequently, SCB Associates, agrees to provide the following services. 1) Rewrite Comprehensive Business Plan 2) Develop Strategic Plan 3) Develop Marketing Plan 4) Write SWOT 5) Develop Financial 6) Submit Proposal on behalf of Mr. Kenneth Combs to credible investors and angel funders. Upon successful completion of submission, SCB Associates will implement it's infrastructure for the business. This includes, HR, ACCT, Corporate Officers and job titles and position descriptions, Insurance, LIFE, HEALTH, DISABILITY, LTC, ANNUNITIES, 401K's, etc. Contract for Services — Page 1
- 2. Mr. Combs may choose to open his 401K immediately and implement his health benefits immediately. 3. Time for Performance Contractor will perform the services according to the Schedule of Work set forth in Attachment 1 attached to and made part of this Agreement. 4. Payment Client will pay Contractor as follows: 2.5% of company gross receipts plus $1500.00 upfront fee. 5. Terms of Payment Contractor shall be paid according to the Schedule of Payments set forth in Attachment 1 attached to and made part of this Agreement. Contractor will submit invoices every 30 days to Client for all services performed. Client shall pay Contractor within 30 days from the date of Contractor's invoice. 6. Equipment and Supplies Contractor, at Contractor's expense, will provide all equipment, tools and supplies necessary to perform the contractual services. 7. Expenses Contractor will be responsible for all expenses required for the performance of the contractual services. 8. Terminating the Agreement This agreement will become effective when signed by both parties and will terminate on the earlier of the date Contractor completes the services required by
- 3. this Agreement or the date a party terminates the Agreement as provided below. With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes: • a material violation of this Agreement, or • Client's failure to pay Contractor's fees as provided in this agreement, where Contractor has demanded payment, in writing, and has not received payment at least 20 days after the date that such demand was sent to Client. Contractor shall be entitled to full payment for services performed prior to the date this Agreement is terminated. 9. Intellectual Property Ownership Contractor assigns to Client all patent, copyright and trade secret rights in anything created or developed by Contractor for Client under this Agreement ("Work Product"). This assignment is conditioned upon full payment of the compensation due Contractor under this Agreement and the failure to make such payment shall void any assignment and all such rights shall revert to Contractor. Contractor shall help prepare any documents Client considers necessary to secure any copyright, patent or other intellectual property rights at no charge to Client. However, Client shall reimburse Contractor for reasonable out-of-pocket expenses incurred under this provision. 10. Releases Contractor shall obtain all necessary copyright permissions and privacy releases for materials included in the Work Product at Client's request. Contract for Services — Page 3
- 4. 11. Independent Contractor Status The parties intend Contractor to be an independent contractor in the performance of the services. Contractor and Client agree to the following rights consistent with an independent contractor relationship. • Contractor will have the right to control and determine the methods and means of performing the contractual services. • Contractor has the right to perform services for others during the term of this Agreement. • Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. • Client shall not require Contractor or Contractor's employees or subcontractors to devote full time to performing the services required by this Agreement. • Neither Contractor nor Contractor's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Client. 12. State and Federal Taxes Client will not: (a) withhold Social Security and Medicare taxes from Contractor's payments or make such tax payments on Contractor's behalf, or (b) withhold state or federal income tax from Contractor's payments or make state or federal unemployment contributions on Contractor's behalf. Contractor will pay all applicable taxes related to the performance of services under this contract. This includes income, Social Security, Medicare and self- employment taxes. Contractor will also pay any unemployment contributions
- 5. related to the performance of services under this contract. If Contractor is required to pay any federal, state or local sales, use, property or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of any taxes by Client. 13. Disputes If a dispute arises, the parties will try in good faith to settle it through mediation conducted by Mark McCrae. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by Mark McCrae. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers' fees, will be allocated by the arbitrator. 14. No Partnership This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf. 15. Additional Agreements Client and Contractor additionally agree that: SCB Associates proposes that we enter an equitable partnership utilizing the resources of SCB for the infrastructure of the company. SCB will provide all Contract for Services — Page 5
- 6. HR, and ACCOUNTING SERVICES. SCB will arrange for Insurance benefits including life, health and disability and development of 401 retirement packages. SCB will provide the web development and hosting services for this project. These are value added services for which ECKS agrees to pay the requested 2.5% or gross receipts. 16. Entire Agreement This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. 17. Successors and Assignees This agreement binds and benefits the heirs, successors and assignees of the parties. 18. Notices All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: • in person • by certified mail, or • by overnight courier. 19. Governing Law This agreement will be governed by and construed in accordance with the laws of the state of Minnesota.
- 7. 20. Counterparts This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties. 21. Modification This agreement may be modified only by a written agreement signed by the parties. 22. Waiver If one party waives any term or provision of this agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time. 23. Severability If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable. CLIENT ECKS the company, a California limited liability company 13123 S. Broadway Los Angeles, California 90061 Dated:___________________________________________________________ Contract for Services — Page 7
- 8. By: ___________________________________________________________ Kenneth Combs CEO CONTRACTOR SCB Associates, Inc., a Minnesota corporation 2550 Brogger Circle Golden Valley, Minnesota 55427 Taxpayer ID: 41-15-76759 Dated:___________________________________________________________ By: ___________________________________________________________ Steve Brown MS CEO
- 9. Attachment 1 to Contract for Services 1. Names This attachment is made by EXKS the company, a California limited liability company (Client), and SCB Associates, Inc., a Minnesota corporation (Contractor). 2. Work Schedule 1) Rewrite Comprehensive Business Plan - February 28, 2012 Draft completed 2) Develop Strategic Plan - March 10, 2012 Draft completed 3) Develop Marketing Plan - March 20, 2012 Draft completed 4) Write SWOT - March 30, 2012 Draft completed 5) Develop Financial - April 30, 2012 Draft completed 6) Submit Proposal on behalf of Mr. Kenneth Combs to credible investors and angel funders. May 15, 2012. Upon successful completion of submission, SCB Associates will implement it's infrastructure for the business. This inlcudes, HR, ACCT, Corporate Officers and job titles and position descriptions, Insuarnce, LIFE, HEALTH, DISABILITY, LTC, ANNUNITIES, 401K's, etc. Attachment 1 — Page 9
- 10. Mr. Combs may choose to open his 401K immediately and implement his health benefits immediately. 3. Payment Schedule ECKS will pay SCB Associates the $1500.00 for immediate services plus 2.5% of gross receipts of company earnings for next 10 years. CLIENT EXKS the company, a California limited liability company 13123 S. Broadway Los Angeles, California 90061 Dated:___________________________________________________________ By: ___________________________________________________________ Kenneth Combs CEO CONTRACTOR SCB Associates, Inc., a Minnesota corporation 2550 Brogger Circle Golden Valley, Minnesota 55427 Taxpayer ID: 41-15-76759 Dated:___________________________________________________________ By: ___________________________________________________________ Steve Brown MS CEO
- 11. Attachment 1 — Page 11