-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pkl4075AiCbZvZtARFRdivmbM3UI3dv43fa698XaPXOOKs23PSFdcw2JvKVGcWRA gEX/0xIZDuwy/Kr7OOKHJw== 0001016295-08-000001.txt : 20080108 0001016295-08-000001.hdr.sgml : 20080108 20080108112525 ACCESSION NUMBER: 0001016295-08-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20080102 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMD Technologies, Inc. CENTRAL INDEX KEY: 0001312112 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 330970212 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51109 FILM NUMBER: 08516969 BUSINESS ADDRESS: STREET 1: 308 WEST 5TH STREET CITY: HOLTVILLE STATE: CA ZIP: 92250 BUSINESS PHONE: 760-356-2039 MAIL ADDRESS: STREET 1: 308 WEST 5TH STREET CITY: HOLTVILLE STATE: CA ZIP: 92250 8-K 1 frm8k-2jan2008.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

January 2, 2008

(Date of Report: Date of earliest event reported)

 

RMD Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

California

0-51109

72-1530833

(State or other jurisdiction         (Commission File Number) (IRS Employer ID No.)

 

of incorporation)

 

 

1597 Alamo Road, Holtville, California 92250

(Address of principal executive office)

 

Registrant's telephone number, including area code: (760) 356-2039

 

NA

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

 

CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the

 

Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the

 

Exchange Act (17 CFR 240.13e-4(c)).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.

 

ITEM 1.01

Entry into a Material Definitive Agreement.

 

On January 2, 2008, RMD Technologies, Inc. (the “Company”) entered into employment agreement with Patrick A. Galliher to perform the duties of CEO. Mr. Galliher has held the position of CEO since the formation of the company in 2001 without a contract. The term of the employment agreement is for a period of 3 (Three) years, from 2008 to 2010 with a salary range from $175,000 to 211,750 plus 1.5 M shares of common stock in the company on the signing of the agreement.. Under the terms of the Agreement, Mr. Galliher will also receive a Health Plan, Retirement Plan and a Severance Package as part of the agreement.

 

On January 2, 2008, the Company entered into an employment agreement with Suzanne E. Galliher to perform the duties of Executive Vice President for Administration. Mrs. Galliher has been an officer of the corporation since the formation of the company in 2001 without a contract. The term of the employment agreement is for a period of 3 (Three) years, from 2008 to 2010 with a salary range from $150,000 to 181,500 plus 1.5 M shares of common stock in the company on the signing of the agreement.. Under the terms of the Agreement, Mrs. Galliher will also receive a Health Plan, Retirement Plan and a Severance Package as part of the agreement. Patrick A. Galliher and Suzanne E. Galliher are husband and wife.

 

On January 2, 2008, the Company entered into a consulting agreement with Steven E. Hogan. Mr. Hogan’s expertise is in the area of Government Relations and Facilities Management. Mr. Hogan is to be compensated with one million shares of common stock in the company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Christopher Jilly. Mr. Jilly’s expertise is in the area of Corporate Sales and his contract includes the organization of the company’s sales department and formation and implementation of the Company’s sales strategies. Mr. Jilly is to be compensated with one million shares of common stock in the company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Carole J. Hogan. Ms. Hogan’s expertise is in the area of Business Administration and her contract includes the organization of the Company’s proposed San Diego location and formation and implementation of the Company’s Administration and Human Resources policies. Ms. Hogan is to be compensated with one million shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Herb Gordon. Mr. Gordon’s expertise is in the area of Far East Relations and Import and Export or Surplus and Scrap Materials. His contract includes the establishment and organization of the Company’s Recovered Materials sales department. Mr. Gordon is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Sean Galliher. Mr. Galliher’s expertise is in the area of Information Technologies, with an emphasis on Computer Security and Inventory Tracking. His contract includes the development of the Company’s Data Security policies and procedures. He will also be assisting the Company’s development of a tracking program for the collected electronics. Mr. Galliher is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Shawn Carroll. Mr. Carroll’s expertise is in

the area of Media Relations. His contract includes the establishment and organization of the company’s Media Relation’s and Investor Relations department. Mr. Carroll is to be compensated with 1,000,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Jennifer Schaffer. Ms. Schaffer’s expertise is in the area of Customer Relations and Client Satisfaction. Her contract includes the establishment and organization of the Company’s Customer Relation’s department. Ms. Schaffer is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Steven J. Galliher. Mr. Galliher’s expertise is in the area of Fleet Management and Efficiency. His contract includes the organization of the company’s Fleet and the installation and servicing of telemetry devices in the Company’s vehicles. Mr. Galliher is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with David C. Nelson. Mr. Nelson’s expertise is in the area of Product Development and Video Production. Mr. Nelson contract includes assisting with the development of the Company’s marketing plan and the establishment of the company’s marketing department. Mr. Nelson is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Jeffrey L. Galliher. Mr. Galliher is a practicing attorney and will serve as the company’s counsel with regards to general legal issues not related to the company’s dealing with the SEC. Mr. Galliher is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

On January 2, 2008, the Company entered into a consulting agreement with Darrell Johnson. Mr. Johnson has extensive expertise is in the area of Engineering, Product Development and Import/Export. Mr. Johnson contract includes assisting with the development of the company consumer products. Mr. Johnson will also assist in development of the Company’s procurement policies and procedures, with emphasis on suppliers from Asia. Mr. Johnson is to be compensated with 500,000 shares of common stock in the Company. The term of the contract is one year.

 

ITEM 9.01 Financial statements and Exhibits

 

(d) Exhibits.

 

 

Exhibit 10.1

Employment Agreement – Patrick Galliher

 

 

Exhibit 10.2

Employment Agreement – Suzanne Galliher

 

 

Exhibit 10.3

Consulting Agreement – Steven E. Hogan

 

 

Exhibit 10.4

Consulting Agreement – Christopher Jilly

 

 

Exhibit 10.5

Consulting Agreement – Carol J. Hogan

 

 

Exhibit 10.6

Consulting Agreement – Herb Gordan

 

 

Exhibit 10.7

Consulting Agreement – Sean Galliher

 

 

Exhibit 10.8

Consulting Agreement – Shawn Carroll

 

 

Exhibit 10.9

Consulting Agreement – Jennifer Schaffer

 

 

Exhibit 10.10

Consulting Agreement – Steven J. Galliher

 

 

Exhibit 10.11

Consulting Agreement – David C. Nelson

 

 

Exhibit 10.12

Consulting Agreement – Jeffrey L. Galliher

 

 

Exhibit 10.13

Consulting Agreement – Darrell Johnson

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

RMD Technologies, Inc.

 

 

By: /s/ Patrick Galliher

Date: January 7, 2008

Patrick Galliher, Chief Executive Officer

 

 

 

EX-10.1 2 exhibit101-8k2jan08.htm EXHIBIT 10.1

Exhibit 10.1

Employment Agreement

This Agreement is entered into between RMD Technologies, Inc. (RMDT). a California corporation, and Patrick A. Galliher ("Galliher" herein).

RMDT Corp. is an electronics recycling firm chartered and authorized to do business in the State of California... Galliher has been serving as RMDT's President and Chief Executive Officer. These parties wish to provide in this Agreement for terms of continued employment of Galliher as President and CEO of RMD Technologies, Inc. (RMDT).

The parties hereby agree as follows:

1. Duties of Galliher: RMDT employs Galliher as President and Chief Executive Officer to perform the customary duties of those positions set forth in the By-laws, and as RMDT, by action of its Board of Directors, may provide from time to time. During the term of this Agreement, Galliher shall devote his full time, ability and attention to the business of RMDT on a regular, "best efforts," and professional basis and at all times such efforts shall be under the direction of the Board of Directors.

2. Noncompetition: During the term of this Agreement, Galliher shall not, directly or indirectly, engage in any business, commercial or professional activity which the Board of Directors of RMDT deems to interfere with the business of RMDT or with the performance of duties by Galliher hereunder. Galliher agrees not to have or enter into any other written or oral agreement of employment with any entity or person other than RMDT during the term of this Agreement. Galliher further agrees not to provide any services for any other entity on a formal or informal basis which may compete, directly or indirectly, with any of the services RMDT currently provides or may provide during the term...

3. Nondisclosure of Confidential Information: Galliher agrees that he will not, at any time during or after the termination of his employment under this Agreement, use for his own benefits, either directly or indirectly, or disclose or communicate in any manner to any individual, corporation, or other entity, other than RMDT, any confidential information acquired by him during his employment, regarding any actual or intended business activity, product, service, plan or strategy of RMDT.

4. Period of Employment: RMDT employs Galliher and Galliher accepts employment for the calendar years 2008, 2009, and 2010. The effective date of this agreement is January 2nd, 2008

5. Compensation:

a. Salary: As compensation for the services rendered by Galliher under this Agreement during the employment year 2008 and during the employment years 2009 and 2010 RMDT shall pay Galliher a salary in equal semimonthly installments as follows:

Employment year 2008 - Base Salary = $175,000

Employment year 2009 - Base Salary = $192,500

Employment year 2010 - Base Salary = $211,750

b. Stock: In addition to the foregoing RMDT shall issue to Galliher 1,500,000 shares of common stock upon the acceptance of this agreement and an additional 1,500,000 shares of common stock on each anniversary of the acceptance of this agreement...

c. Director's Fees: Subject to the approval of the stockholders, Galliher shall be a member of the Board of Directors of RMD Technologies, Inc. (RMDT) throughout the term hereof and shall be entitled to any approved "directors' fees".

d. Compensation During Illness: RMDT will continue to pay Galliher in accordance with the provisions of Paragraph 5 ("Compensation") for a period of twelve months from the date of the commencement of any illness which renders Galliher unable to fulfill the duties specified.

a. Insurance: During the term of his employment, RMDT shall provide Galliher and his immediate family medical and dental insurance.

b. Retirement Plan: It is anticipated that RMDT’s Board of Directors will establish a retirement plan based upon reasonable criteria appropriate to other such companies, and shall provide for the participation of Galliher in that plan. If no plan is established, Galliher shall be entitled to the following in lieu of a retirement plan:

1. Galliher shall receive a yearly payment of a sum equal to 10% of his highest year’s salary multiplied by the total number of years Galliher as worked for the company in any capacity.

c. Vacation: Galliher shall receive four weeks paid vacation in the employment year 2008 and, beginning in 2009 six weeks per year for the balance of this agreement.

d. Continuation of Benefits During Illness: RMDT will continue to provide Galliher with the full pay and benefits described above during the period of any illness which renders Galliher unable to fulfill the duties specified in this Agreement

7. Expenses: Galliher shall be entitled to reimbursement for any and all expenses incurred during the course of his duties.

8. Termination of Employment: The Board of Directors may terminate Galliher's employment at any time, with or without cause.

a. Termination by RMDT: If Galliher's employment is terminated for any reason by RMDT prior to the expiration of this Agreement, Galliher shall be paid a lump sum severance payment in an amount equal to the amount Galliher would have earned were he employed through the entire agreement, including stock, benefits and any bonuses.

b. Termination Without Cause by Galliher: If Galliher's employment is terminated for any reason by Galliher prior to the expiration of this Agreement, Galliher shall be paid a lump sum severance payment in an amount equal to the amount Galliher would have earned were he employed through the entire agreement, including stock, benefits and any bonuses.

9. Rights Subsequent to Acquisition of Control: If a third party acquires control of RMDT, whether by merger, purchase or otherwise during the term of this Agreement, Galliher shall be entitled to a lump sum payment equal to double the amount specified under paragraph 8a. Additionally, Galliher shall be immediately issued 10,000,000 shares of common stock.

10. Place of Employment: The place of employment shall be Holtville, CA. Galliher shall be entitled to moving expenses if the place of employment changes.

11. Entire Agreement: This Agreement supersedes any and all other agreements between the parties with respect to...

12. Actions By RMDT: Any notice, consent, authorization, waiver, or other action which is permitted or required under this Agreement shall be the responsibility of RMDT.

13. Law Governing Agreement: The Laws of the State of California shall govern this agreement.

14. Waiver: If either party shall waive a breach of this agreement, the balance of the agreement will remain in full force and effect.

______________________________________

RMDT

____________________________________

Galliher

 

 

 

EX-10.2 3 exhibit102-8k2jan08.htm EXHIBIT 10.2

Exhibit 10.2

Employment Agreement

This Agreement is entered into between RMD Technologies, Inc. (RMDT). a California corporation and Suzanne E. Galliher (“Galliher herein).

RMDT Corp. is an electronics recycling firm chartered and authorized to do business in the State of California... Galliher has been serving as RMDT's Executive Vice President for Administration. These parties wish to provide in this Agreement for terms of continued employment of Galliher as Executive Vice President for Administration of RMD Technologies, Inc. (RMDT).

The parties hereby agree as follows:

1. Duties of Galliher: RMDT employs Galliher as Executive Vice President for Administration to perform the customary duties of that position as RMDT, by action of its CEO and/or President, may provide from time to time. During the term of this Agreement, Galliher shall devote his full time, ability and attention to the business of RMDT on a regular, "best efforts," and professional basis and at all times such efforts shall be under the direction of the CEO and/or President...

2. Noncompetition: During the term of this Agreement, Galliher shall not, directly or indirectly, engage in any business, commercial or professional activity which the Board of Directors of RMDT deems to interfere with the business of RMDT or with the performance of duties by Galliher hereunder. Galliher agrees not to have or enter into any other written or oral agreement of employment with any entity or person other than RMDT during the term of this Agreement. Galliher further agrees not to provide any services for any other entity on a formal or informal basis which may compete, directly or indirectly, with any of the services RMDT currently provides or may provide during the term...

3. Nondisclosure of Confidential Information: Galliher agrees that she will not, at any time during or after the termination of her employment under this Agreement, use for her own benefits, either directly or indirectly, or disclose or communicate in any manner to any individual, corporation, or other entity, other than RMDT, any confidential information acquired by her during his employment, regarding any actual or intended business activity, product, service, plan or strategy of RMDT.

4. Period of Employment: RMDT employs Galliher and Galliher accepts employment for the calendar years 2008, 2009, and 2010. The effective date of this agreement is January 2nd, 2008

5. Compensation:

a. Salary: As compensation for the services rendered by Galliher under this Agreement during the employment year 2008 and during the employment years 2009 and 2010 RMDT shall pay Galliher a salary in equal semimonthly installments as follows:

Employment year 2008 - Base Salary = $150,000

Employment year 2009 - Base Salary = $165,000

Employment year 2010 - Base Salary = $181,500

b. Stock: In addition to the foregoing RMDT shall issue to Galliher 1,500,000 shares of common stock upon the acceptance of this agreement and an additional 1,500,000 shares of common stock on each anniversary of the acceptance of this agreement...

c. Director's Fees: Subject to the approval of the stockholders, Galliher shall be a member of the Board of Directors of RMD Technologies, Inc. (RMDT) throughout the term hereof and shall be entitled to any approved "directors' fees".

d. Compensation During Illness: RMDT will continue to pay Galliher in accordance with the provisions of Paragraph 5 ("Compensation") for a period of twelve months from the date of the commencement of any illness which renders Galliher unable to fulfill the duties specified.

a. Insurance: During the term of his employment, RMDT shall provide Galliher and his immediate family medical and dental insurance.

b. Retirement Plan: It is anticipated that RMDT’s Board of Directors will establish a retirement plan based upon reasonable criteria appropriate to other such companies, and shall provide for the participation of Galliher in that plan. If no plan is established, Galliher shall be entitled to the following in lieu of a retirement plan:

1. Galliher shall receive a yearly payment of a sum equal to 10% of his highest year’s salary multiplied by the total number of years Galliher as worked for the company in any capacity.

c. Vacation: Galliher shall receive four weeks paid vacation in the employment year 2008 and, beginning in 2009 six weeks per year for the balance of this agreement.

d. Continuation of Benefits During Illness: RMDT will continue to provide Galliher with the full pay and benefits described above during the period of any illness which renders Galliher unable to fulfill the duties specified in this Agreement

7. Expenses: Galliher shall be entitled to reimbursement for any and all expenses incurred during the course of his duties.

8. Termination of Employment: The Board of Directors may terminate Galliher's employment at any time, with or without cause.

a. Termination by RMDT: If Galliher's employment is terminated for any reason by RMDT prior to the expiration of this Agreement, Galliher shall be paid a lump sum severance payment in an amount equal to the amount Galliher would have earned were he employed through the entire agreement, including stock, benefits and any bonuses.

b. Termination Without Cause by Galliher: If Galliher's employment is terminated for any reason by Galliher prior to the expiration of this Agreement, Galliher shall be paid a lump sum severance payment in an amount equal to the amount Galliher would have earned were he employed through the entire agreement, including stock, benefits and any bonuses.

9. Rights Subsequent to Acquisition of Control: If a third party acquires control of RMDT, whether by merger, purchase or otherwise during the term of this Agreement, Galliher shall be entitled to a lump sum payment equal to double the amount specified under paragraph 8a. Additionally, Galliher shall be immediately issued 6,000,000 shares of common stock.

10. Place of Employment: The place of employment shall be Holtville, CA. Galliher shall be entitled to moving expenses if the place of employment changes.

11. Entire Agreement: This Agreement supersedes any and all other agreements between the parties with respect to...

12. Actions By RMDT: Any notice, consent, authorization, waiver, or other action which is permitted or required under this Agreement shall be the responsibility of RMDT.

13. Law Governing Agreement: The Laws of the State of California shall govern this agreement.

14. Waiver: If either party shall waive a breach of this agreement, the balance of the agreement will remain in full force and effect.

______________________________________

RMDT

____________________________________

Galliher

 

 

 

EX-10.3 4 exhibit103-8k2jan08.htm EXHIBIT 10.3

Exhibit 10.3

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Steve Hogan, an individual (“Consultant”), whose address is P.O. Box 1436 Pine Valley, CA 91962, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in Government Relations and Facilities Management.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 1,000,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential

 

1

Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement

 

2

intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

3

 

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Steve Hogan

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Steve Hogan, Consultant

 

 

6

 

 

EX-10.4 5 exhibit104-2jan08.htm EXHIBIT 10.4

Exhibit 10.4

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Christopher Jilly, an individual (“Consultant”), whose address is 1657 Kenora Dr. Escondido, CA 92027, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in, Corporate Sales.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 1,000,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public

 

1

domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express

 

3

waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

4

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Chris Jilly

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

(m)

Consents.

 

 

5

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Christopher Jilly, Consultant

 

 

6

 

 

EX-10.5 6 exhibit105-8k2jan08.htm EXHIBIT 10.5

Exhibit 10.5

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Carol J. Hogan, an individual (“Consultant”), whose address is P.O. Box 1436 Pine Valley, CA 91962 , and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in, Business Administration.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 1,000,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party

 

1

can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Chris Jilly

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

(m)

Consents.

 

5

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Christopher Jilly, Consultant

 

 

6

 

 

EX-10.6 7 exhibit106-8k2jan08.htm EXHIBIT 10.6

Exhibit 10.6

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Herb Gordon, an individual (“Consultant”), whose address is, 1276 Dennery Rd #306 San Diego, CA 92154 and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the area of Far East Relations and Import/Export or Surplus and Scrap Materials.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party

 

1

can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Herb Gordon

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

(m)

Consents.

 

5

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Herb Gordon, Consultant

 

 

6

 

 

EX-10.7 8 exhibit107-8k2jan08.htm EXHIBIT 10.7

Exhibit 10.7

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Sean K. Galliher, an individual (“Consultant”), whose address is 1911 Douglas Blvd Ste 85 #441 Roseville, CA 95661, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the area of Information Technology, with an emphasis on Computer Security and Inventory Tracking.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party

 

1

can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Sean Galliher

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

 

_____________________, Consultant

 

 

6

 

 

EX-10.8 9 exhibit108-8k2jan08.htm EXHIBIT 10.8

Exhibit 10.8

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Micahel “Shawn” Carroll, an individual (“Consultant”), whose address is 524 Holt Ave #B Holtville, Ca 92250, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the area of Media Relations.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 1,000,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party

 

1

can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Michael Shawn Carroll

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

 

Michael Shawn Carroll, Consultant

 

 

6

 

 

EX-10.9 10 exhibit109-8k2jan08.htm EXHIBIT 10.9

Exhibit 10.9

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Jennifer Shaffer, an individual (“Consultant”), whose address is 661 Walnut Ave Holtville, CA 92250, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the area of Customer Relations and Client Satisfaction.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public

 

1

domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Jennifer Shaffer

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Jennifer Shaffer, Consultant

 

 

6

 

 

EX-10.10 11 exhibit1010-8k2jan08.htm EXHIBIT 10.10

Exhibit 10.10

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Steven J. Galliher, an individual (“Consultant”), whose address is 810 Los Vallecitos Blvd #M San Marcos, Ca 92069, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the area of Fleet Management and Efficiency.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public

 

1

domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Steve Galliher

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

 

_____________________, Consultant

 

 

6

 

 

EX-10.11 12 exhibit1011-8k2jan08.htm EXHIBIT 10.11

Exhibit 10.11

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between David C. Nelson, an individual (“Consultant”), whose address is 2101 Eaglepath Cir Henderson, NV 89074, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the area of Product Development and Video Production.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party

 

1

can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

David C. Nelson

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

 

Michael Shawn Carroll, Consultant

 

 

6

 

 

EX-10.12 13 exhibit1012-8k2jan08.htm EXHIBIT 10.12

Exhibit 10.12

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 2, 2008, is made by and between Jeffrey Galliher, an individual (“Consultant”), whose address is 1812 Camino Monte Sol North Las Vegas, NV 89031 , and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts as an, Company Counsel in general legal issues.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party

 

1

can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

3

 

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Jeffrey Galliher

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

 

5

 

 

 

(m)

Consents.

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Jeffrey Galliher, Consultant

 

 

6

 

 

EX-10.13 14 exhibit1013-8k2jan08.htm EXHIBIT 10.13

Exhibit 10.13

 

CONSULTING SERVICES AGREEMENT

 

This Consulting Services Agreement (“Agreement”), dated January 1, 2008, is made by and between Darrell Johnson, an individual (“Consultant”), whose address is 4011 Camino Alegre, La Mesa, CA  91941, and RMD Technologies, Inc., a California corporation ("Client"), having its principal place of business at 1597 East Alamo Rd, Holtville, CA 92250.

 

WHEREAS, Consultant has extensive background and contacts in the field of, Engineering, Import/Export and Product Development.

 

WHEREAS, Consultant desires to be engaged by Client to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein;

 

WHEREAS, Client desires to engage Consultant to provide information, evaluation and consulting services to the Client in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services Consultant provides to Client, the parties agree as follows:

 

1.

Services of Consultant.

 

Consultant agrees to perform for Client all necessary services required in working to bring about the effectiveness of the Client’s business plan of operations. As such Consultant will provide bona fide services to Client. The services to be provided by Consultant will not be in connection with the offer or sale of securities in a capital-raising transaction, and will not directly or indirectly promote or maintain a market for Client’s securities.

 

 

2.

Consideration.

 

Client agrees to pay Consultant, as his fee and as consideration for services provided, 500,000 shares of common stock in Client. Shares are due and payable immediately upon the execution of this agreement.

 

3.

Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public

 

1

domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.

 

4.

Late Payment.

 

Client shall pay to Consultant all fees within fifteen (15) days of the due date. Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the “Services” provided by Consultant, will be sufficient cause for immediate termination of this Agreement by Consultant. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, courts costs, and collection agency fees.

 

5.

Indemnification.

 

(a)

Client.

 

Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

 

(b)

Consultant.

 

Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

 

(c)

Notice.

 

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.

 

2

 

6.

Limitation of Liability.

 

Consultant shall have no liability with respect to Consultant’s obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Consultant has been advised of the possibility of such damages. In any event, the liability of Consultant to Client for any reason and upon any cause of action, regardless of the form in which the legal or equitable action may be brought, including, without limitation, any action in tort or contract, shall not exceed ten percent (10%) of the fee paid by Client to Consultant for the specific service provided that is in question.

 

7.

Termination and Renewal.

 

(a)

Term.

 

This Agreement shall become effective on the date appearing next to the signatures below and terminate one (1) year thereafter. Unless otherwise agreed upon in writing by Consultant and Client, this Agreement shall not automatically be renewed beyond its Term.

 

(b)

Termination.

 

Either party may terminate this Agreement on thirty (30) calendar days written notice, or if prior to such action, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.

 

(c)

Termination and Payment.

 

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

 

8.

Miscellaneous.

 

(a)

Independent Contractor.

 

This Agreement establishes an “independent contractor” relationship between Consultant and Client.

 

(b).

Rights Cumulative; Waivers.

 

 

3

The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

 

(c)

Benefit; Successors Bound.

 

This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their heirs, executors, administrators, representatives, successors, and permitted assigns.

 

(d)

Entire Agreement.

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

 

(e)

Assignment.

 

Neither this Agreement nor any other benefit to accrue hereunder shall be assigned or transferred by either party, either in whole or in part, without the written consent of the other party, and any purported assignment in violation hereof shall be void.

 

(f)

Amendment.

 

This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

 

(g)

Severability.

 

Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.

 

(h)

Section Headings.

 

 

4

The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(i)

Construction.

 

Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

 

(j)

Further Assurances.

 

In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.

 

(k)

Notices.

 

Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either a. United States mail, postage prepaid, or b. Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

 

To Client:

 

Patrick Galliher, CEO

RMD Technologies, Inc.

PO Box 536

1597 East Alamo Rd.

Holtville, CA 92250

 

To Consultant:

 

Darrell Johnson

 

(l)

Governing Law.

 

This Agreement shall be governed by the interpreted in accordance with the laws of the State of California without reference to its conflicts of laws rules or principles. Each of the parties consents to the exclusive jurisdiction of the federal courts of the State of California in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

 

(m)

Consents.

 

5

 

The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.

 

(n)

Survival of Provisions.

 

The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement shall survive the termination of this Agreement.

 

(o)

Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.

 

 

RMD Technologies, Inc.

 

 

 

By : ________________________

 

Patrick A. Galliher, Chairman/CEO

 

 

                

 

 

 

__________________________

Darrell Johnson, Consultant

 

 

6

 

 

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