Nevada
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000-51430
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20-3678799
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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3.1
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Certificate of Designation for the Company’s Series A-1 Preferred Stock filed with the Nevada Secretary of State on March 7, 2013.
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10.1
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Independent Contractor Agreement, dated March 7, 2013, by and between STW Resources Holding Corp. and Stanley T. Weiner
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10.2
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Independent Contractor Agreement, dated March 7, 2013, by and between STW Resources Holding Corp. and Audry Lee Maddox
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10.3
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Independent Contractor Agreement, dated March 7, 2013, by and between STW Resources Holding Corp. and D. Grant Seabolt, Jr.
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STW Resources Holding Corp.
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Dated: March 11, 2013
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By:
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/s/ Stanley Weiner
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Name: Stanley Weiner
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Title: Chief Executive Officer
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1.
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Designation and Authorized Shares. The Corporation shall be authorized to issue up to 210,000 shares of Series A-1 Preferred Stock, par value $0.001 per share (the "Series A-1 Preferred Stock").
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2.
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Stated Value. The stated value of each issued share of Series A-1 Preferred Stock shall be deemed to be $2.40 (the "Stated Value").
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3.
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Voting. Except as otherwise expressly required by law, each holder of Series A-1 Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to one vote for each share common stock deliverable upon conversion of the Series A-I Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series A-1 Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.
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4.
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Dividend Provisions. 16% per annum, cumulative, (10% cash and 6% paid-in-kind PIK) payable quarterly in arrears, in preference to the holders of Common Stock of the Company (the "Common").
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5.
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Liquidation. In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A-1 Preferred will be entitled to receive, prior and in preference to the holders of the Common, an amount equal to two (2) times the original purchase price for the Series A-1 Preferred, plus all declared and unpaid dividends for each such share of Preferred (the "Preferred Preference").
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(a)
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Right to Convert; Beneficial Ownership Limitation. Each share of Series A-1 Preferred Stock shall be convertible at the option of the Holder thereof, at any time and from time to time from and after the original issue date into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. For purposes of this Section, the conversion price for the Series A-1 Preferred Stock shall equal $0.12 (the "Conyersion Price"). The Corporation shall not effect any conversion of the Series A-1 Preferred Stock, and the Holder shall not have the right to convert any portion of the Preferred Stock to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 9.9% of the number of shares of the Common Stock Outstanding immediately after giving effect to such conversion. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act. To ensure compliance with this restriction, the Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of the following: (A) the Corporation's most recent Form 10-Q or l0-K, as the case may be, (B) a more recent public announcement by the Corporation or (C) any other notice by the Corporation or the Corporation's transfer agent setting forth the number of shares of Common Stock Outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by the Bolder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. This restriction may not be waived.
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(b)
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Mechanics of Voluntary Conversion. To convert Series A-1 Preferred Stock into full shares of Common Stock on any date (the "Voluntary Conyersion Date"), the Holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., Eastern Time on such date, a copy of a fully executed notice of conversion in the form attached hereto as Annex A (the "Conversion Notice"), to the Corporation.Upon receipt by the Corporation of the Conversion Notice, the Corporation or its designated transfer agent (the "Transfer Agent "), as applicable, shall, within three (3) business days following the date of receipt by the Corporation, issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If the number of shares of Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series A l Preferred Stock being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) business days after receipt of the Preferred Stock Certificate(s) and at the Corporation's expense, issue and deliver to the holder a new Preferred Stock Certificate representing the number of shares of Series A-1 Preferred Stock not converted.
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(c)
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Automatic Conversion: Each share of Series A-1 Preferred shall automatically convert into Common, at the then applicable conversion rate, upon the earlier to occur of (i) the closing share price of the Company's common stock being at least $0.75 for 10 consecutive trading days, or (ii) the affirmative consent of the holders of at least a majority of the then outstanding shares of Series A-1 Preferred.
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7.
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Redemption Provision: Company may, at its option and at any time, and upon providing a 30 days written notice, require the holders of Series A-1 Preferred to sell all of their preferred shares at a redemption price payable in cash equal to the sum of the outstanding principal and accrued but unpaid dividends, if any, multiplied by a factor such that each Holder receives an annualized return of 20%. Notwithstanding anything to the contrary stated above, should the Company redeem the Series A-1 Preferred Shares pursuant to this section 7 within I year of the closing, the holder shall receive a total return on investment of20%.
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8.
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Put Right: Each holder of the Series A-l Preferred may, at their option and at any time after 12 months of the final closing of this offering, require the Company to purchase all of the preferred shares held by such holder at a price payable in cash equal to the sum of the outstanding principal and accrued but unpaid dividends, if any, multiplied by a factor such that each Holder receives an annualized return of 20%.
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9.
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Event of Default: Upon the occurrence of an Event of Default (as defined below), the dividend rate shall increase to eighteen percent (18%) per annum, of which 12% is payable in cash and 6% PIK (the "Default Rate") until such time as the Event of Default is cured. Each of the following events shall constitute a default by the Company (an "Event of Default"):
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(a)
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Failure to pay dividends when due.
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(b)
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The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such receiver or trustee shall otherwise be appointed.
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(c)
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Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Company.
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(d)
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The Company's failure to deliver Conversion Shares to the Holder pursuant to conversion of the Series A-1 Preferred Shares.
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(e)
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In each instance in Section 9.a through 9.d above, the Company shall be given prompt notice of such default by the Holder and shall have thirty (30) days from the date of receipt of such notice to remedy and cure such default. If, after such thirty (30) day period, the default has not been remedied or cured, then such default will give rise to an "Event of Default".
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10.
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Anti-dilution provisions:
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(1)
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Adjustments. The Conversion Price of the Series A-I Preferred shall be subject to adjustment, on a broad-based weighted average basis, to prevent price-based dilution in the event that the Company issues additional shares at a purchase price per share less than the then current applicable Conversion Price of the Series A-I Preferred.
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11.
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Protective Covenants: Consent of the holders of a majority of the outstanding Series A-I Preferred shall be required for: (i) the creation of any new class or series of shares having preference over or on parity with the Series A-1 Preferred with respect to dividends, voting, liquidation preferences, or conversion rights, (ii) the issuance of any distribution or dividend with respect to the Company's capital stock, (iii) any decrease (other than by conversion) or increase in the authorized number of shares of Series A- I Preferred, (iv) any amendment to the Articles of Incorporation or Bylaws affecting the rights, preferences or privileges of the Series A-1 Preferred.
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12.
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Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A-1 Preferred Stock shall at the same time be similal'ly exchanged or changed in an amount per share equal to the Conversion Rate times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.
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13.
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Expenses. The issuance of certificates representing shares of Common Stock upon conversion of the Series A- I Preferred Stock shall be made to each applicable shareholder without charge for any excise tax in respect of such issuance. However, if any certificate is to be issued in a name other than that of the holder of record of the Series A-1 Preferred Stock so converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any excise tax which may be payable in respect of any transfer involved in such issuance, or shall establish to the satisfaction of the Corporation that such tax has been paid or is not due and payable.
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14.
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Limitations on Corporation; Shareholder Consent. So long as any shares of Series A-I Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or the written consent as provided by law of 80% of the holders of the outstanding shares of Series A-1 Preferred Stock, voting as a class, change the preferences, rights or limitations with respect to the Series A-1 Preferred Stock in any material respect prejudicial to the holders thereof.
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15.
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Fractional Shares. Series A-1 Preferred Stock may only be issued in whole shares and not in fractions of a share. If any interest in a fractional share of Series A- I Preferred Stock would otherwise be deliverable to a person entitled to receive Series A-I Preferred Stock, the Corporation shall make adjustment for such fractional share interest by rounding up to the next whole share of Series A-1 Preferred Stock.
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16.
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Record Holders. The Corporation and its transfer agent, if any, for the Series A-1 Preferred Stock may deem and treat the record holder of any shares of Series A-1 Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.
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1.
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Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
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2.
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Duties and Compensation. The Contractor’s duties will be serving as Chief Executive Officer to the Company, which may be amended in writing from time to time by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference. Contractor’s cash compensation shall be ten thousand dollars ($10,000.00) per month. During the term of this Agreement, Contractor’s compensation may be revised by the Company’s Board of Directors, with Audit Committee input, based on changed circumstances.
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3.
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Expenses. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse the Contractor for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spend by Consultant in traveling to and from Company facilities shall not be reimbursable.
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4.
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Confidentiality. The Contractor acknowledges that during the engagement he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his possession or under his control.
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5.
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Conflicts of Interest; Non-hire Provision. The Contractor represents that he is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company.
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6.
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Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
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7.
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Term and Termination. This engagement shall commence as of 01/01/2013 and terminate 06/30/2013. The Company may terminate this Agreement at any time by 60 days’ written notice to the Contractor.
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8.
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Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
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9.
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Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
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10.
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Choice of Law. The laws of the state of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
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11.
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Arbitration. The parties to this Agreement may engage in mediation or arbitration conducted by and pursuant to the Commercial Arbitration Rules of the American Arbitration Association and conducted in Dallas County, Texas to resolve any dispute that arises with regard to its terms or enforcement, but they are not obliged to do so. Any dispute with regard to the terms of this Agreement or with regard to enforcement of this Agreement which is not resolved by mediation or arbitration shall be resolved in the state district courts of Dallas County, Texas and pursuant to the laws of the State of Texas. With regard to any such dispute or enforcement of this Agreement, the prevailing party in any arbitration or action filed in court shall be entitled to an award of reasonable attorney fees and costs.
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12.
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Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
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13.
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Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
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14.
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Assignment. The Contractor shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Company.
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15.
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Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
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16.
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Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
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17.
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Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
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18.
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Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
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1.
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Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
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2.
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Duties and Compensation. The Contractor’s duties will be serving as Director of Operations of the Company, which may be amended in writing from time to time by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference. Contractor’s cash compensation shall be ten thousand dollars ($10,000.00) per month. During the term of this Agreement, Contractor’s compensation may be revised by the Company’s Board of Directors, with Audit Committee input, based on changed circumstances.
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3.
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Expenses. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse the Contractor for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spend by Consultant in traveling to and from Company facilities shall not be reimbursable.
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4.
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Confidentiality. The Contractor acknowledges that during the engagement he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his possession or under his control.
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5.
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Conflicts of Interest; Non-hire Provision. The Contractor represents that he is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company.
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6.
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Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
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7.
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Term and Termination. This engagement shall commence as of 01/01/2013 and terminate 06/30/3013. The Company may terminate this Agreement at any time by 60 days’ written notice to the Contractor.
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8.
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Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
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9.
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Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
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10.
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Choice of Law. The laws of the state of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
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11.
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Arbitration. The parties to this Agreement may engage in mediation or arbitration conducted by and pursuant to the Commercial Arbitration Rules of the American Arbitration Association and conducted in Dallas County, Texas to resolve any dispute that arises with regard to its terms or enforcement, but they are not obliged to do so. Any dispute with regard to the terms of this Agreement or with regard to enforcement of this Agreement which is not resolved by mediation or arbitration shall be resolved in the state district courts of Dallas County, Texas and pursuant to the laws of the State of Texas. With regard to any such dispute or enforcement of this Agreement, the prevailing party in any arbitration or action filed in court shall be entitled to an award of reasonable attorney fees and costs.
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12.
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Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
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13.
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Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
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14.
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Assignment. The Contractor shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Company.
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15.
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Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
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16.
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Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
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17.
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Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
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18.
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Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
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1.
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Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
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2.
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Duties and Compensation. The Contractor’s duties will be serving as Company Secretary and Outside General Counsel of the Company, which may be amended in writing from time to time by the Contractor and agreed to by the Company, and which, collectively, are hereby incorporated by reference. Contractor’s cash compensation shall be six thousand two hundred and fifty dollars ($6,250.00) per month. During the term of this Agreement, Contractor’s compensation may be revised by the Company’s Board of Directors, with Audit Committee input, based on changed circumstances.
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3.
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Expenses. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse the Contractor for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spend by Consultant in traveling to and from Company facilities shall not be reimbursable.
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4.
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Confidentiality. The Contractor acknowledges that during the engagement he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his possession or under his control.
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5.
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Conflicts of Interest; Non-hire Provision. The Contractor represents that he is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company.
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6.
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Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
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7.
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Term and Termination. This engagement shall commence as of 01/01/2013 and terminate 06/30/2013. The Company may terminate this Agreement at any time by 60 days’ written notice to the Contractor.
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8.
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Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
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9.
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Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
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10.
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Choice of Law. The laws of the state of Texas shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
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11.
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Arbitration. The parties to this Agreement may engage in mediation or arbitration conducted by and pursuant to the Commercial Arbitration Rules of the American Arbitration Association and conducted in Dallas County, Texas to resolve any dispute that arises with regard to its terms or enforcement, but they are not obliged to do so. Any dispute with regard to the terms of this Agreement or with regard to enforcement of this Agreement which is not resolved by mediation or arbitration shall be resolved in the state district courts of Dallas County, Texas and pursuant to the laws of the State of Texas. With regard to any such dispute or enforcement of this Agreement, the prevailing party in any arbitration or action filed in court shall be entitled to an award of reasonable attorney fees and costs.
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12.
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Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
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13.
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Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
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14.
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Assignment. The Contractor shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Company.
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15.
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Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
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16.
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Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
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17.
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Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
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18.
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Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
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