UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported)
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Rbid.com
(Exact name of registrant as specified in its chapter)
Florida 000-27957 33-0857311
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(State or other jurisdiction (Commission (IRS Emplyer
of incorporation File Number) Identification No.)
24461 Ridge Route Dr., Laguna Hills, CA. 92663
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 470-4550
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(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
NONE
Item 2. Acquisition or Disposition of Assets.
NONE
Item 3. Bankruptcy or Receivership.
NONE
Item 4. Changes in Registrant's Certifying Accountant.
NONE
Item 5. Other Events.
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On November 15, 1999, the Company entered into a Settlement Agreement with Mr.
Larry Thompson, pursuant to which the Company settled the claims of Mr. Thompson
under that certain Marketing Agreement dated April 19, 1999. The settlement with
Mr. Thompson involves the delivery of 700,000 shares of Company commons stock to
Mr. Thompson. The shares will not be issued by the Company. Rather, Mr. Peter
James Ferras, the former President of the Company has agreed to deliver shares
which he holds to Mr. Thompson to satisfy the terms of the Settlement Agreement.
In addition to the settlement of the claims of Mr. Thompson, the Company has
also resolved the claims of certain sales persons of Mr. Thompson. These claims
will be settled by the Company paying approximately $86,067.00 in cash and the
delivery of approximately 88,938 shares of common stock of the Company. Mr.
Peter James Ferras, the former President of the Company has agreed to deliver
shares which he holds to satisfy the terms of this settlement . Through the
Settlement with Mr. Thompson and his sales force, the Company was able to enter
into a new non-exclusive marketing agreement with Mr. Thompson for the purpose
of securing Mr. Thompson's services in promoting sales of the Company's web
sites and other products. The Settlement Agreement has been executed by all
parties and through the settlement, the Company has eliminated any possible
litigation between the parties.
Item 6. Resignation of Registrant's Directors
NONE
Item 7. Financial Statements and Exhibits.
NONE
Item 8. Change in Fiscal Year.
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RBID.com CORPORATION
----------------------
(Registrant)
Date 11/16/99
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/s/Horst Danning
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Horst Danning
Chairman/CEO
*Print name and title of the signing officer under his signature.
MARKETING SERVICES AGREEMENT
This Marketing Services Agreement (the "Agreement") is entered
into this ______ day of November 1999, by and between RBID.com, Inc., a Florida
corporation ("RBID"), Growth Into Greatness, a Texas corporation,("GROWTH"), and
LARRY THOMPSON ("THOMPSON").
RECITALS:
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WHEREAS, RBID develops and markets Internet-related services
including, but not limited to, the Online Mall at www.rbid.com, which is
designed as an online shopping mall with various vendors selling their own goods
and services, for which RBID receives a commission based upon the sales of the
vendors through its Online Mall; and
WHEREAS, THOMPSON provides sales and marketing services for
businesses including, but not limited to, the business of building of
independent distributors in the network marketing field (i.e., Multi-Level
Marketing); and
WHEREAS, RBID and THOMPSON (through his entity GROWTH) had
entered into an agreement dated April ___, 1999 in which THOMPSON, through
GROWTH, was granted the right to act as a marketing person (the "Old Agreement")
in order to generate sales through its Online Mall; and
WHEREAS, GROWTH had assigned its rights and delegated its
duties under the Old Agreement to THOMPSON; and
WHEREAS, RBID and THOMPSON desire to terminate the Old
Agreement and to enter into a new marketing agreement under the terms and
conditions set forth herein; and
WHEREAS, RBID desires to engage the services of THOMPSON in
order to increase the sales generated through its Online Mall; and
WHEREAS, THOMPSON desires to perform marketing services for
RBID in return for the compensation of commissions and stock options from the
network marketing efforts.
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NOW, THEREFORE, in consideration of the above recitals, mutual
covenants, agreements, and promises contained in this Agreement, the parties
agree as follows:
AGREEMENT:
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1. Settlement Payment.
A. Shares RBID, in complete satisfaction of
all obligations under the Old Agreement, shall cause to be delivered to THOMPSON
on January 1, 2000 SEVEN HUNDRED THOUSAND (700,000) shares of the common stock
of RBID which shares were issued to Jim Ferras by Rbid in the 4th Quarter of
1998. Said transfer of shares is in settlement of disputes existing under the
April 1999 Agreement and the only condition to the transfer of said shares shall
be the execution of the Agreement by THOMPSON and GROWTH. The failure of either
of them to comply with any other provisions of this Agreement shall not divest
THOMPSON of said shares. The shares will carry appropriate legends as may be
required by applicable Federal and State Law. This will result in the shares
being restricted shares and the shares may not be disposed of unless RBID causes
the shares to be registered or THOMPSON complies with applicable securities laws
or an exemption from registration thereof. RBID agrees that in the event that it
shall file a registration statement with the Securities and Exchange Commission
to register the shares of its common stock, it shall grant to THOMPSON the right
to piggy back all 700,000 shares with the registration statement. RBID shall be
reimbursed a proportionate amount of its reasonable fees and costs in connection
with the piggy backing of the THOMPSON shares and in connection with all
post-effective amendments thereto. The cost shall be prorated based upon the
ratio of shares registered for THOMPSON to the total number of shares
registered. B. OMITTED
2. Marketing Services. During the Term of this
Agreement, THOMPSON shall perform marketing services, on a non exclusive basis,
for RBID including, without limitation, promoting the RBID Web site (through,
among other things, advertisements, public relations work, and networking with
participants in multi-level marketing) to retail customers in order to increase
sales and to potential distributors in order to entice them to join RBID Online
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Mall as either an independent distributor or a vendor. The parties intend for
THOMPSON's marketing services to dramatically increase the sales volume of the
RBID Online Mall, and the foregoing description of marketing services is
illustrative, and not all-encompassing, of the types of services THOMPSON will
provide for RBID.
3. Marketing Structure. RBID will place THOMPSON as a fully
qualified National Affiliate in the full master position. In addition, RBID will
pay THOMPSON for each supersite sold compensation in the amount of Twenty Five
Dollars ($25.00). Further, RBID shall pay to THOMPSON a five dollar ($5.00) per
supersite unit override on the monthly fees paid by supersite owners. All
compensation to be paid to THOMPSON shall only be paid by RBID with respect to
sales made by THOMPSON or through his specific downline group. In no event shall
THOMPSON participate in the sales of other persons providing marketing services
and sales of sites to RBID.
4. Start-Up Bonus. RBID shall pay THOMPSON a start-up bonus of
$100 for each of the first 300 supersites sold by THOMPSON through himself or
his downline group, during the term of this Agreement.
5. Options For Performance. RBID will grant THOMPSON an option
to purchase up to Two Million (2,000,000) shares based upon the following earn
out schedule:
(i) If gross sales of RBID generated by THOMPSON or his
downline group reach $10,000,000.00 for any twelve (12) month
period during the term of this Agreement, THOMPSON may acquire
500,000 shares of RBID's common stock at a purchase price of
$.50 per share;
(ii) If gross sales of RBID generated by THOMPSON or his
downline group for any twenty four (24) month period during
the term of this Agreement is greater than $35,000,000, but
less than $60,000,000, THOMPSON may acquire an additional
500,000 shares of RBID's Common Stock at a purchase price of
$.50 per share; and
(iii) If gross sales of RBID generated by THOMPSON or his
downline group for any thirty six (36) month period during the
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term of this Agreement equals $60,000,000 or more, THOMPSON
may acquire an additional 1,000,000 shares of RBID's common
stock at a purchase price of $.50 per share. In no event shall
the number of shares of RBID common stock which THOMPSON may
acquire exceed Two Million (2,000,000) shares.
After THOMPSON has obtained the right to acquire two million
(2,000,000) shares of common stock of the RBID, THOMPSON shall have no further
rights to acquire any additional shares of Common Stock of RBID under this
Agreement.
THOMPSON shall serve written notice upon RBID of the intent to exercise
the option and shall tender payment to the Company at the time of the notice of
exercise. In the event that RBID shall not attain the gross receipts required in
order for THOMPSON to acquire the shares of common stock within the time periods
set forth in this Agreement, the option granted THOMPSON shall lapse, terminate
and be of no further force or effect.
6. Non-Exclusive Marketing By Thompson for RBID. THOMPSON and
any entity or person in which Thompson owns a legal or beneficial interest, or
any person that could be considered a related person as defined by Section 318
of the Internal Revenue Code of 1986, as amended, shall be entitled to provide
marketing services to any other business on the Internet, including competitors
of RBID, so long as THOMPSON does not violate the provisions of paragraph 8
below.
7. Non Exclusive Marketing for RBID. THOMPSON and any entity
or person in which THOMPSON owns a legal or beneficial interest, or any person
that could be considered a related person as defined by Section 318 of the
Internal Revenue Code of 1986, as amended, agrees that during the term of this
Agreement, RBID may employ other persons to sell the supersites and other
products of RBID and that THOMPSON shall not be deemed to have an exclusive
right to market on behalf of RBID.
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8. Trade Secrets.
(a) RBID covenants and agrees to protect the
genealogy of THOMPSON and to take all reasonable steps to protect the same.
(b) THOMPSON covenants and agrees to hold in
strictest confidence, and not disclose to any person without the express written
consent of RBID, any and all of RBID's proprietary information, as defined in
Subsection (d) below, except as such disclosure may be required in connection
with his performance of marketing services hereunder. This covenant and
agreement shall survive this Agreement and continue to be binding upon THOMPSON
after the expiration or termination of this Agreement, whether by passage of
time or otherwise, so long as such information and data shall remain proprietary
information.
(c) Upon expiration or termination of this
Agreement for any reason, THOMPSON shall immediately turnover to RBID any
"Proprietary Information." THOMPSON shall have no right to retain any copies of
any material qualifying as Proprietary Information for any reason whatsoever
after expiration or termination of this Agreement without the express written
consent of RBID.
(d) For purposes of this Agreement, "Proprietary
Information" means any information or data disclosed by RBID to THOMPSON which
(i) if in tangible form or other media that can be converted to readable form,
is clearly marked proprietary, confidential or private when disclosed, or (ii)
if oral or visual, is identified as proprietary, confidential or private on
disclosure. "Proprietary Information" shall not include any information which:
(i) is or becomes publicly available through no act or failure of THOMPSON; (ii)
was or is rightfully learned by THOMPSON from a source other than RBID before
being received from RBID; or (iii) becomes independently available to THOMPSON
as a matter of right from a third party. If only a portion of the Proprietary
Information is or becomes publicly available, then only than portion shall not
be Proprietary Information hereunder. THOMPSON acknowledges and agrees that all
such Proprietary Information is and shall be deemed to be RBID's trade secrets,
and any use of such Proprietary Information (whether by THOMPSON or a third
party) would constitute misappropriation of trade secrets and unfair competition
under the laws of the State of California.
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9. Warranty of THOMPSON. THOMPSON warrants and represents
that THOMPSON has the experience to develop an organization to provide the basis
for sale of the RBID products in the network marketing field.
10. Term and Termination. This Agreement shall commence as of
the date of this Agreement and shall continue for a period of Three (3) years,
and automatically renew for successive (3) years terms (the "Term"), unless
earlier terminated pursuant to this Section. RBID may terminate this Agreement
at any time for Good Cause by giving THOMPSON written notice of termination at
least Five (5) days prior to the effective date of termination. For purposes of
this Section, "Good Cause" shall mean the following:
(a) The conviction of THOMPSON of a felony,
fraud, embezzlement or an act of moral turpitude which, in the good faith
judgment of the Board of Directors of RBID, is likely to cause material harm to
the customer relations, operations, business prospects or reputation of RBID or
any of its affiliates; or
(b) The commission of any act by THOMPSON
constituting financial dishonesty against RBID or any of its affiliates;
provided, however, that in the absence of a conviction or plea of guilty or nolo
contendere, RBID will have the burden of proving the commission of such act by a
preponderance of the evidence; or
(c) The repeated failure by THOMPSON to follow
the reasonable and lawful directives of Board of Directors of RBID with respect
to a matter or matters involving the marketing of RBID products; provided,
however, that if any such breach occurs, said breach may be cured by THOMPSON,
after delivery by RBID to THOMPSON of a written notice of the specific breach
and THOMPSON shall effectuate a cure of said breach within ten (10) days after
the delivery of said written notice by RBID (time being of the essence with
respect thereto); or
(d) The willful and material breach by THOMPSON
of the provisions of Section 3 hereof; provided, however, that if any such
breach occurs, said breach may be cured by THOMPSON, after delivery by RBID to
THOMPSON of a written notice of the specific breach and THOMPSON shall
effectuate a cure of said breach within ten (10) days after the delivery of said
written notice by RBID (time being of the essence with respect thereto); or
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(e) The sale by RBID of substantially all of its
assets to a third person. There shall be a Pro Ration of Options upon
termination under this paragraph 10(e) as set forth in paragraph 11 below.
(f) A change in control of RBID such that more
than 50.1 percent of the ownership of RBID is acquired by a third person. There
shall be a Pro Ration of Options upon termination under the paragraph 10(f) as
set forth in paragraph 11 below.
(g) The filing of a petition for relief under
the Bankruptcy Code by RBID on the date that the termination notice is
transmitted.
For purposes of this Agreement, the Effective Date of Termination shall
be the eleventh (11th) day following the delivery by RBID to THOMPSON of a
notice of default under this Agreement that has not been cured or the date of
delivery of written notice that an event under this Section 10 (e), (f) or (g)
has occurred.
11. Effect of Termination. In the event that RBID terminates
this Agreement for Good Cause, then in addition to all other remedies RBID may
have, THOMPSON shall be entitled to receive all earned commissions up to the
effective date of termination and shall be entitled to exercise a pro rata
amount of options. In order to determine the amount of options that THOMPSON
would be entitled to exercise upon the Effective Date of Termination, RBID shall
divide the actual sales made by THOMPSON up to the Effective Date of termination
by the sales figures set forth in section 5 of this Agreement. For example, if
the Agreement is terminated 9 months from the execution, and THOMPSON has made
sales of $6,000,000, the number of shares that THOMPSON can acquire by option
will be $6,000,000 divided by $10,000,000 times 500,000 or 300,000 shares. If
the Agreement is terminated after 18 months from the date of execution, and
THOMPSON has made sales of $20,000,000, the number of shares that THOMPSON can
acquire will equal 500,000 under section 5 (i) plus $20,000,000 divided by
$60,000,000 times 500,000 or 150,000 shares. If the Agreement is terminated
after 25 months of the date of execution, and THOMPSON has made sales of
$30,000,000, the number of shares that THOMPSON can acquire will equal 500,000
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under section 5 (i) plus $30,000,000 divided by $60,000,000 times 500,000 or
250,000 shares.
THOMPSON shall exercise the options within ninety (90) days after the Effective
Date of termination.
12. THOMPSON Right to Terminate.
In the event that RBID shall default under any obligation set forth in
this Agreement, said breach may be cured by RBID, after delivery by THOMPSON to
RBID of a written notice of the specific breach and RBID shall effectuate a cure
of said breach within ten (10) days after the delivery of said written notice by
THOMPSON (time being of the essence with respect thereto).
For purposes of this Agreement, the Effective Date of Termination shall
be the eleventh (11th) day following the delivery of a notice of default by one
party to the other party which has not been cured under this Agreement. In the
event that THOMPSON shall terminate this Agreement pursuant to this Section 12,
the provisions of Section 11 apply with respect to THOMPSON's right to
compensation and stock options.
13. Marketing Dispute Resolution. In the event that a
dispute shall arise between THOMPSON and any other person that RBID may contract
with for marketing services, THOMPSON agrees to notify Mr. Horst Danning, in
writing, of the basis of the dispute. Upon receipt by Mr. Danning of the writing
from THOMPSON, Mr. Danning will conduct a meeting at which time Mr. Danning will
determine the propriety of the claim asserted by THOMPSON. The determination of
the validity or lack thereof of the claim of THOMPSON by Horst Danning shall be
final and conclusive and THOMPSON agrees not to seek arbitration or judicial
review of any said determination.
14. Indemnification by RBID. RBID shall indemnify
THOMPSON and GROWTH and hold them harmless from any claim by previous supersite
purchasers through THOMPSON or his downline distributor or claims by any
downline distributors or marketing representatives for transactions which took
place prior to the date of this Agreement. This provision is in settlement of
disputes under the April 1999 Agreement and shall be effective on execution of
the Agreement.
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15. Release By THOMPSON
Except as to the rights, duties, liabilities and obligations
arising out of this AGREEMENT, THOMPSON does hereby for himself, his legal
successors and assigns, and each of them, release and absolutely forever
discharge RBID, its employees, attorneys, officers, directors, shareholders,
agents, partners, affiliates, predecessors, affiliates, legal successors and
assigns, and each of them, of and from any and all claims and agreements
existing as of the date of this Agreement, together with all demands, damages,
debts, liabilities, accounts, actions and causes of action of every kind and
nature whatsoever, whether known or unknown, suspected or unsuspected, which he
ever had or now has, arising out of or related to said claims or the Old
Agreement, so that he shall have no claim of any kind or nature whatsoever on or
against the persons or entities herein released, their legal successors and
assigns, and each of them, directly or indirectly, on any contract or on any
supposed liability or thing or act undertaken, done or omitted to be done, at
any time prior to the date hereon, which is in any way related to any and all
claims or agreements arising from or in connection with his affiliation with
RBID and under the Old Agreement.
16. RELEASE BY GROWTH.
Except as to the rights, duties, liabilities and obligations
arising out of this AGREEMENT, GROWTH does hereby for itself, its legal
successors and assigns, and each of them, release and absolutely forever
discharge RBID, of and from any and all claims and agreements existing as of the
date of this Agreement, together with all demands, damages, debts, liabilities,
accounts, actions and causes of action of every kind and nature whatsoever,
whether known or unknown, suspected or unsuspected, which it ever had or now
has, arising out of or related to said claims or the Old Agreement, so that it
shall have no claim of any kind or nature whatsoever on or against the persons
or entities herein released, their legal successors and assigns, and each of
them, directly or indirectly, on any contract or on any supposed liability or
thing or act undertaken, done or omitted to be done, at any time prior to the
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date hereon, which is in any way related to any and all claims or agreements
arising from or in connection with its affiliation with RBID and under the Old
Agreement.
17. RELEASE BY RBID.
Except as to the rights, duties, liabilities and obligations
arising out of this AGREEMENT, RBID does hereby for itself, its legal successors
and assigns, and each of them, release and absolutely forever discharge THOMPSON
and GROWTH, of and from any and all claims and agreements existing as of the
date of this Agreement, together with all demands, damages, debts, liabilities,
accounts, actions and causes of action of every kind and nature whatsoever,
whether known or unknown, suspected or unsuspected, which it ever had or now
has, arising out of or related to said claims or the Old Agreement, so that it
shall have no claim of any kind or nature whatsoever on or against the persons
or entities herein released, their legal successors and assigns, and each of
them, directly or indirectly, on any contract or on any supposed liability or
thing or act undertaken, done or omitted to be done, at any time prior to the
date hereon, which is in any way related to any and all claims or agreements
arising from or in connection with its affiliation with RBID and under the Old
Agreement.
18. RELEASES TO BE GENERAL.
Each releasing party acknowledges that they have been informed
by independent counsel of the provisions of Section 1542 of the Civil Code of
the State of California, and each party does hereby expressly waive and
relinquish all rights and benefits which it, he, she or they have or may have
under such section, which reads as follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor."
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Each party acknowledges that they are aware that they may
hereafter discover facts different from and in addition to those they now know
or believe to be true with respect to the matters herein released, and they
agree that these releases shall be and remain in effect in all respects as
complete general releases as to the matters released, notwithstanding any such
different additional facts.
19. WARRANTY REGARDING RELEASED MATTERS.
Each party represents and warrants that he has not heretofore
assigned or transferred or purported to transfer or assign to any person, firm
or corporation, any matter herein released. Each party agrees to indemnify and
hold harmless the other against any claim, demand, damage, debt, liability,
account, action or cause of action, cost or expense, including attorneys' fees
actually paid or incurred, arising out of or in connection with any such
transfer or assignment or purported or claimed transfer or assignment.
20. Miscellaneous.
(a) Headings. The subject headings of the
sections and subsections of this Agreement are included for purposes of
convenience only, and shall not affect the construction or interpretation of any
of its provisions.
(b) Integration; Modification; Waiver. This
Agreement, including all exhibits (all of which are incorporated into the
Agreement), constitutes and contains the entire agreement and understanding
concerning the subject matter between the parties, sets forth all inducements
made by any party to any other party with respect to any of the subject matter,
and supersedes and replaces all prior and contemporaneous negotiations, proposed
agreements or agreements, whether written or oral. Each of the parties
acknowledges to each of the other parties that no other party nor any agent or
attorney of any other party has made any promise, representation or warranty
whatsoever, express or implied, written or oral, not contained herein concerning
the subject matter hereof to induce it to execute this Agreement, and each of
the parties acknowledges that it has not executed this Agreement in reliance on
any promise, representation or warranty not contained herein. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
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writing by all the parties. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether
or not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
(c) Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(d) Parties in Interest. Nothing in this
Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than the
parties to it and their respective successors and assigns, nor is anything in
this Agreement intended to relieve or discharge the obligation or liability of
any third persons to any party to this Agreement, nor shall any provision give
any third persons any right of subrogation or action over or against any party
to this Agreement.
(e) Assignment. This Agreement may not be
assigned by THOMPSON. This Agreement may be assigned by RBID to RWAY
CORPORATION, a wholly owned subsidiary of RBID. If assigned by RBID, it shall be
binding on, and shall inure to the benefit of, the parties to it and its
successors, and assigns.
(f) Recovery of Litigation Costs. If any legal
action or any arbitration or other proceeding is brought for the enforcement of
this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' and professional's fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.
(g) Interpretation. In the event of any
ambiguity in the interpretation of this Agreement, the interpretation of this
Agreement shall not be resolved by any rule of interpretation providing for
interpretation against the party who causes the uncertainty to exist or against
the draftsman.
(h) Cumulative Rights and Remedies. The rights
and remedies in this Agreement shall be cumulative, and in addition to, any
duties, obligations, rights and remedies otherwise provided by law.
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(i) Severability. In the event that any
provision of this Agreement is deemed invalid, illegal, or unenforceable, all
other provisions of the Agreement which are not affected by such invalidity,
illegality or unenforceability, shall remain in full force and effect. Further,
the parties hereby agree that if any such provision is deemed invalid, illegal
or unenforceable, that provision shall be limited or eliminated in scope, power
or effect to the minimum extent necessary so that this Agreement shall otherwise
remain in full force and effect and enforceable.
(j) Notices. All notices, requests, demands, and
other communications required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given (i) on the date of service,
if served personally on the party to whom notice is to be given; (ii) on the
fifth day after mailing, if mailed to the party to whom notice is to be given,
by first class mail, registered or certified, postage prepaid; or (iii) One (1)
business day after (a) deposit with a nationally recognized overnight courier,
or (b) transmission by telecopy or similar means, if a copy of the notice is
also sent via first class mail, registered or certified, postage prepaid or by
overnight courier, provided that a transmission report is generated reflecting
the accurate transmission of the notice. All notices, requests, demands, and
other communications must be addressed as follows:
To RBID at: Mr. Horst Danning
RBID.com, Inc.
24461 Ridge Route, 2nd Floor
Laguna Hills, California 92663
Fax: (949) 470-4576
With a copy to:
Mr. Terry A. Ickowicz, Esq.
2049 Century Park East, #760
Los Angeles, California 90067
Fax: (310) 277-4622
To THOMPSON at: LARRY THOMPSON
1355 Potero Road
Westlake, California 91311
Fax: (805) 381-0589
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With a copy to:
Mr. Roger Browning, Esq.
360 N. Bedford Drive, Suite 204
Beverly Hills, CA 90210
Fax: (310) 271-6041
Any party may change its address for purposes of this Section by giving the
other parties written notice of the new address in the manner set forth above.
(l) Governing Law; Jurisdiction and Venue. This
Agreement has been executed and delivered by the parties in California, and the
parties have offices in California and the performance of the Agreement is to
occur primarily in California. Accordingly, the parties agree that this
Agreement shall be governed by, construed in accordance with and enforced under
the laws of the State of California, without regard to the conflicts of laws
provisions thereof. The parties further agree that exclusive jurisdiction and
venue of any action with respect to this Agreement shall be the Superior Court
for the County of Los Angeles, State of California or the United States District
Court for the Central District of California, and each party submits itself to
the jurisdiction and venue of such courts for the purpose of such action.
(m) Authority. The undersigned individuals
execute this Agreement on behalf of the respective parties, and represent that
they are authorized to enter into and execute this Agreement on behalf of such
parties.
(n) Further Assurances. The parties agree to
execute all instruments and documents of further assurance and will do any and
all such acts as may be reasonably required to carry out their obligations and
to consummate the transactions contemplated herein.
(o) Time of the Essence. All times stated herein
are of the essence.
(p) Survival. The covenants and agreements of
THOMPSON shall survive this Agreement and continue to be binding upon THOMPSON
after the expiration or termination of this Agreement, whether by passage of
time or otherwise, so long as such information and data shall remain Proprietary
Information.
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(q) Advice of Counsel. Each party acknowledges
and agrees that it has given mature and careful thought to this Agreement and
that it has been given the opportunity to independently review this Agreement
with its own independent legal counsel.
(r) Continuous Services. THOMPSON shall provide
the services on a continued basis throughout the terms of this Agreement.
(s) Taxes. THOMPSON shall be responsible for all
applicable income, franchise, gross receipts, sales and/or use taxes, if any,
however designated or levied, to the applicable tax agencies which amount is
based upon the compensation paid for services provided by THOMPSON to RBID under
this Agreement. RBID shall not withhold any tax from any payments made to
THOMPSON and THOMPSON shall indemnify and hold RBID harmless from the imposition
of any tax, penalty or interest which may be assesses by any taxing authority
with respect to any and all payments made by RBID to THOMPSON pursuant to this
Agreement.
(t) Relationship of the Parties. Nothing in this
Agreement shall be deemed or construed by the parties, nor by any third party,
as creating the relationship of principal and agent or creating a partnership or
joint venture between the parties hereto, it being understood and agreed that
neither the method or computation of compensation, nor any other provision
contained herein, nor any acts of the parties herein, shall be deemed to create
any relationship between the parties other than the relationship of an
independent contractor relationship of THOMPSON to RBID.
(u) Gender. Whenever herein the singular number
is used the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders.
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.
RBID
----
RBID.com, Inc., a Florida corporation
By: /s/Horst Danning
-----------------
Horst Danning
Its: President
By: /s/Debbie Martinez
-------------------
Debbie Martinez
Its: Secretary
GROWTH
------
GROWTH INTO GREATNESS, INC.
By: /s/Larry Thompson
-----------------
Larry Thompson
Its:President
By /s/Larry Thompson
-----------------
Its: Secretary
THOMPSON
--------
/s/Larry Thompson
-------------------
Larry Thompson, an individual
