SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
February 15, 2018
(Date of earliest event Reported)
NEXT GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida | 333-148987 | 20-3537265 | ||
(State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
19
W. Flagler St., Suite 507, Miami, FL, 33130
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 611-3622
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
NOTE ABOUT FORWARD LOOKING STATEMENTS
Most of the matters discussed within this report include forward-looking statements on our current expectations and projections about future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors of Form 10-K.” We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 1.01 | Entry into a Definitive Material Agreement. |
On February 15, 2018, Next Group Holdings Inc. (“NXGH” or the “Client” or the “Company”) entered into Service Agreements with COMTEL DIRECT, LLC D.B.A. MSG TELCO (“MSG”) and Wiztel USA, Inc (“Wiztel”).
NXGH’s Agreement with MSG will be compensated in stock for MSG supplying NXGH with up to $50 million gross revenue of wholesale telecommunications services (the “Services”) with a minimum of 2.5% margin over a 1 year period starting from date of the agreement with the possibility for an additional $50 million gross revenue of wholesale telecommunications services (the “Additional Services”) during the same 1 year term (the “Term”). If the parties have not reached $100 million in Gross Revenue upon expiration of the Term, this Agreement will automatically be extended for an additional 60 days. Any additional term extension must be agreed by both parties in writing. Either Party may terminate this Agreement with respect to a material breach incapable of cure within thirty (30) days after written notice, or if the other party (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. NXGH must continue to file its SEC 10-Q and 10-K reports.
NXGH will have the right to accept or reject the telecommunications traffic provided by MSG in NXGH’s sole discretion. For the initial $50 million in Gross Revenue or any part thereof provided through MSG, NXGH will issue one (1) Restricted NXGH Common Share for each $10 in Gross Revenue on a quarterly basis during the 12 months from the Effective Date. The Parties agree that after the initial $50 million in Gross Revenue has been achieved, for the remainder of the 1 year period, Contractor will receive (1) Warrant for each $10 in Additional Gross Revenue, up to 5 million warrants of the Company. Each warrant is exercised to purchase 1 restricted NXGH common share at $0.10 per share exercisable for a period of two (2) years from the date that each warrant is issued to MSG. NXGH shall reserve a total of 10 million authorized but unissued Shares required to meet the contemplated commitment. Shares and Warrants will be deemed “restricted securities” as defined under Rule 144(a)(3) of the Securities Act of 1933, as amended. The process to calculate and deliver the shares and warrants is detailed in the agreement.
Under NXGH’s Agreement with Wiztel, Wiztel will be compensated in stock for supplying NXGH with up to $50 million gross revenue of wholesale telecommunications services (the “Services”) with a minimum of 2.5% margin over a 1 year period starting from date on the agreement. Wiztel will charge NXGH a total of $10.00 for the Services in addition to the 5 million shares of restricted NXGH stock. Upon reaching the milestone of $50 million in gross revenue within 1 year, Wiztel will receive 5 million restricted shares of NXGH. Wiztel will receive the 5 million shares of NXGH restricted stock 30 days after NXGH certifies that NXGH has received the $50 million in gross revenue with a minimum of 2.5% profit within the one (1) year period. In the event that Wiztel does not provide the minimum $50 million in revenue exclusive of taxes, at a 2.5% profit to NXGH, Wiztel understands that Wiztel will only be entitled to receive a pro rata number of shares as relates to the 5 million shares of restricted NXGH common stock. That the pro rata number of shares will be determined by NXGH. Either Party may terminate this agreement with 120 days written notice. If this Agreement is terminated by NXGH without cause prior to completion of the Services but where the Services have been partially performed, Wiztel will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of Wiztel.
Item 9.01 | Financial Statements and Exhibits |
Exhibit | Description | |
99.1 | Service Agreement between Next Group Holdings, Inc. and Comtel Direct, LLC (d.b.a. MSG Telco) | |
99.2 | Service Agreement between Next Group Holdings, Inc. and Wiztel USA Inc |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 21, 2018 | NEXT GROUP HOLDINGS, INC. | |
By: | /s/ Arik Maimon | |
Arik Maimon | ||
Chief Executive Officer | ||
By: | /s/ Michael De Prado | |
Michael De Prado | ||
President & COO |
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Exhibit 99.1
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the “Agreement”) dated this 31st day of January, 2018 (“Effective Date”),
BETWEEN:
NEXT GROUP HOLDINGS, INC., a Florida corporation
(the “Client” or “NXGH”),
- AND -
COMTEL DIRECT, LLC (D.B.A. MSG TELCO), a Florida limited liability company
(the “Contractor”).
A. | The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. |
B. | The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually, the “Party” and collectively, the “Parties” to this Agreement) agree as follows:
1. Services Provided. The Client hereby engages the Contractor to provide the Client with certain services as defined on Exhibit A attached hereto (the “Services”), which exhibit is incorporated herein, for which Contractor shall be compensated as set forth in Section 2.
2. Compensation. The Parties agree that they will use their best efforts to produce initial “Gross Revenue” (as defined in Exhibit A of $50,000,000 with the further goal of obtaining an additional $50,000,000 in Gross Revenue for an aggregate of $100,000,000 in Gross Revenue, with a minimum net profit margin of 2.5% (subject to the terms on Exhibit A) in the twelve (12) months from the Effective Date. Further, Client will provide traffic to Contractor in order to produce the $50,000,000 in Gross Revenue and Contractor will have the right to accept or reject the traffic provided by Client in Contractor’s sole discretion, in order to achieve Gross Revenue as contemplated herein to earn and receive shares of common stock of NXGH par value $0.001 (the “Shares”), as provided for herein. With respect to the initial $50,000,000 in Gross Revenue or any part thereof, Client will issue one (1) Share for each $10 in Gross Revenue produced completely as a result of Contractor providing the Services to Client in the 12 months from the Effective Date. Client shall issue and deliver to Contractor all earned Shares promptly after a final determination as to the number of earned Shares is made in accordance with Section 3. The calculation of the Gross Revenue and the resulting number of Shares earned by Contractor during each quarter will be based upon the Gross Revenue completely produced by Contractor in each quarter. The Parties agree that upon achieving $50,000,000 in Gross Revenue in excess of the initial $50,000,000 in Gross Revenue provided for above, up to the sum of $100,000,000 in Gross Revenue, Contractor will receive up to 5,000,000 warrants of the Company to purchase 5,000,000 Shares at $.10 per share exercisable for a period of two (2) years from the date that each warrant is issued to Client by NXGH (the “Warrants”). For the avoidance of doubt, with respect to the additional $50,000,000 in Gross Revenue or any part thereof, Client will issue one (1) Warrant for each $10 in additional Gross Revenue produced completely as a result of Contractor providing the Services to Client in the twelve (12) months from the Effective Date. Client shall issue and deliver to Contractor all earned Warrants promptly after a final determination as to the number of earned Warrants is made in accordance with Section 3. The calculation of the Gross Revenue and the resulting number of Warrants earned by Contractor during each quarter will be based upon the Gross Revenue completely produced by Contractor in each quarter. NXGH shall reserve a total of 10,000,000 authorized but unissued Shares required to meet the contemplated commitments of this Section.
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3. Earned Securities Procedure. Client will provide Contractor a written statement setting forth its calculation of the Gross Revenue and the resulting number of Shares and/or Warrants, as applicable, that have been earned by Contractor (the “Initial Earned Securities Statement”) for the immediately prior quarter and all reasonably detailed supporting information for such calculations. The Initial Earned Securities Statement will be provided by Client to Contractor within thirty (30) days of the end of each quarter during the Term (as defined in Section 6 below). Contractor shall have a period of fifteen (15) days after the date of such delivery to review the Initial Earned Securities Statement and provide comments thereto, if any (the “Earned Securities Review Period”). Upon the expiration or termination of the Earned Securities Review Period, the Client shall prepare and deliver to Contractor, if necessary, as promptly as practicable, and in no event more than ten (10) business days following such date, a written statement setting forth (after taking into account in good faith the comments of Contractor) the final calculations of the Gross Revenue and the resulting number of Shares and/or Warrants (such statement, the “Final Earned Securities Statement”), such Final Earned Securities Statement to be binding on the Client and the Contractor with respect to the Gross Revenue and the resulting number of Shares and/or Warrants which have been earned, unless Contractor, within fifteen (15) days after delivery of the Final Earned Securities Statement, notifies the Client in writing (an “Earned Securities Dispute Notice”) that Contractor disputes the amounts set forth in the Final Earned Securities Statement, specifying in reasonable detail the nature of the dispute and the basis therefor. In the event that the Earned Securities Dispute Notice is timely delivered as provided above, the Client and Contractor shall in good faith resolve any dispute and, the Final Earned Securities Statement, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the Client and Contractor. If any dispute arising under this Section is not resolved within 15 days after the delivery of the Earned Securities Dispute Notice, the dispute resolution procedures specified in Section 4 shall apply to such dispute, and any Earned Securities Statement arrived at pursuant to Section 4 shall be conclusive and binding on the Client and the Contractor.
4. Dispute Resolution. Any dispute that may arise under Section 3 hereof (a “Dispute”), if not resolved in accordance with the terms of Section 3, shall be submitted to an independent auditing firm or valuation firm of national or regional recognition mutually selected by Client and Contractor (the “Valuation Firm”). The Valuation Firm shall work to resolve such Dispute promptly and, in any event, within thirty (30) days from the date the Dispute is submitted to the Valuation Firm. The Valuation Firm shall act as an arbitrator to independently review and determine the Final Earned Securities Statement or other related disputed item, as applicable, and any determination by the Valuation Firm with respect thereto shall be final and binding on the Parties and shall be non-appealable. Unless the Valuation Firm determines, based upon equitable principles and in its sole discretion, to allocate its fees between Client and the Contractor otherwise, all fees and expenses of the Valuation Firm in connection with this Section 4 shall be paid 50% by the Client and 50% by the Contractor.
5. Securities Laws. Contractor understands that the Company’s issuances of any Shares and/or Warrants hereunder will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction and such issuances are being issued by the Company pursuant to one or more available exemptions from such registrations. Consequently, the Shares and Warrants will be deemed “restricted securities” as defined under Rule 144(a)(3) of the Securities Act of 1933, as amended. The rules of the Securities and Exchange Commission (the “Commission”) provide in substance that the undersigned may dispose of the Shares and Warrants only pursuant to an effective registration statement under the Securities Act or an exemption therefrom. Client and Contractor agrees to be bound by and comply with all of the rules and regulations made and provided by the Commission and applicable securities laws with respect to the Shares and Warrants issued and delivered to Contractor.
6. Term of Agreement. The term of this Agreement (the “Term”) will begin on the Effective Date and will remain in full force for a period of (12) twelve months thereafter from the Effective Date. In the event that the parties have not produced $100,000,000 in Gross Revenue pursuant to the terms hereunder upon expiration of the Term, this Agreement will automatically be extended for an additional 60 days. Any other extension of the Term will be subject to mutual written agreement between the Parties. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party, (i) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or (ii) (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
7. Other Provisions.
a. The Parties agree to use their best efforts to ensure that the terms of this Agreement takes effect.
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b. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
c. Client shall provide Contractor a copy of each final periodic report (10-Q, 10-K) the Client shall be required to file with the Commission or any successor regulatory authority thereto. Documents filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been delivered to Contractor pursuant to this section.
d. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of either of the Parties and which would reasonably be considered to be proprietary, including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry. The Parties shall not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information except as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive the termination of this Agreement.
e. Contractor and Client understand that in providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee, and in no event without the express written consent of Client is Contractor able to bind Client to any agreement. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor by Client under this Agreement. Contractor represents to Client that it has all of the licenses and permits required to carry on its business and provide the services to Client.
8. Notice. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
a. Next Group Holdings, Inc. Attention: Arik Maimon and Michael De Prado, 1111 Brickell Avenue, Suite 2200, Miami, Florida, 33131, e-mail: otaddeo@thelimecom.com;
b. MSG TELCO LLC Attention: Harrison Vargas, 1820 N. Corporate Lakes Blvd., Suite 101, Weston, Florida, 33326, e-mail: ceo@cht-holdings.com and shares@cht-holdings.com
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two (2) days after being deposited with the postal service if served by registered mail,(c) the following day after being deposited with an overnight courier; or (d) on the date sent electronically (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
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9. Indemnification. Contractor and Client agree, except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, to indemnify and hold harmless each other, and their respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. In no event will either Party’s liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the aggregate amounts paid or payable to Contractor pursuant to this Agreement in the number of months preceding the event giving rise to the claim. The foregoing shall not apply to (i) a Party’s indemnification obligations under this Section, (ii) damages or other liabilities arising out of or relating to a Party’s gross negligence, willful misconduct or intentional acts, (iii) damages or liabilities to the extent covered by a Party’s insurance, or (iv) a Party’s obligation to pay attorneys’ fees and court costs in accordance with Section 15. This indemnification will survive the termination of this Agreement.
10. The Agreement may not be assigned voluntarily or by operation of law, without the prior written consent of the other Party, except that Contractor may assign this Agreement to Harrison Vargas individually or to any company controlled by Harrison Vargas, and Client may at its option assign this Agreement to a wholly-owned subsidiary of Client, provided, however, that the assignment shall not relieve the assigning Party from its obligations herein.
11. It is agreed that there is no representation, warranty, collateral agreement or condition is provided by Client or Contractor affecting this Agreement except as expressly provided in this Agreement. Contractor and Client represent that each use is in full compliance with all Federal Communications rules and regulations and all other law that is applicable to this Agreement in performing the services herein.
12. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
13. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
14. This Agreement will be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in Broward County, Florida, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
15. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing Party.
16. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
17. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
[Signature Page Follows]
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IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 31st day of January 2018.
Client: NEXT GROUP HOLDINGS, INC. | ||
By: | /s/ Michael De Prado | |
Michael De Prado – President & COO | ||
Signed 2/15/2018 |
Contractor: COMTEL DIRECT, LLC | ||
dba MSG TELCO |
By: | /s/ Harrison Vargas | |
Harrison Vargas – CEO |
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EXHIBIT A
“Services” are defined as Contractor’s sale of international voice minutes to the Client.
“Gross Revenue” is defined as the total amount of international voice minutes received or sold by the Contractor times the rate per minute agreed between both parties (net of sales tax, or other applicable duties and fees as applicable). The currency for Gross Revenue shall be in United States Dollars (USD). Further, Gross Revenue is based on call detail records provided to NXGH by Contractor, provided those Gross Revenue numbers are correct and verifiable within standard telecom practices of reviewing invoices/ call detail records for service providers and that indicate such Gross Revenue achievements within said time period are matched up against Gross Revenues and call detail records. The Gross Revenues and the Shares and/or Warrants to be earned by Contractor shall be verified by NXGH/Limecom against Contractor’s invoices by NXGH’s CFO and its executive management, subject to the earned securities statements and dispute resolution procedures set forth in the Services Agreement.
Full international voice minutes are billed based upon a minimum billing period of one second followed by one second increments.
For purposes of this Services Agreement and the calculation of the Contractor’s compensation only, it is agreed by the Parties that any Gross Revenue generated hereunder will result in a corresponding minimum net profit margin of 2.5%.
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Exhibit 99.2
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the “Agreement”) dated this 29th day of December, 2017
BETWEEN:
Next Group Holdings, Inc. (NXGH) of 19 W Flagler Street Suite 507 , Miami, Florida,
33130-4403 (the “Client”)
- AND -
Wiztel USA, Inc , a Colorado company with its main office located at 3565 S Las Vegas
Blvd, Las Vegas, NV 89109 (the “Contractor”).
A. Contractor represents that it has the necessary qualifications, experience and abilities to provide services to the Client.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services Provided
● | The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”): |
Milestone #1) $50,000,000 in gross revenues in the calendar year of 2018 (12 months) with a minimum profit margin of 2.5% margin contributed to Next Group Holdings, Inc. (public company NXGH) by Wiztel USA Inc. All gross revenues are required to be verified in writing by Client. Upon these milestones being accomplished Wiztel USA Inc shall receive 5,000,000 restricted shares in NXGH. Contractor agrees to be bound by all of the rules and regulations of the Securities and Exchange Commission and all applicable Federal Securities Law with respect to the 5,000,000 restricted shares of NXGH. In the event that Contractor does not provide the minimum $50,000,000 in revenue exclusive of taxes, at a 2.5% profit to Client, Contractor understands that Contractor will only be entitled to receive a pro rata number of shares as relates to the 5,000,000 shares of restricted NXGH common stock. That the pro rata number of shares will be determined by the Client.
1. | The Services will also include any other tasks which the Parties may agree on in writing. The Contractor hereby agrees to provide all of such Services to the Client. The Client shall always follow SEC guidelines and protocol during the course of this entire agreement as stated herein. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement, and represents that Contractor will comply with all rules and regulations of the Federal Communications Commission and all other federal and state law applicable to the within transaction. |
Term of Agreement.
2. | The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force for a period of (12) twelve months and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of all Parties. |
3. | In the event that either Party wishes to terminate this Agreement (with or without cause) prior to the completion of the Services, that Party will be required to provide 120 days’ written notice of termination to the other Party. |
Performance
4. | The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. In the event that Contractor does not produce the $50,000,000 in gross revenue acceptable to Client, Contractor understands that Contractor will not receive the 5,000,000 shares of restricted NXGH stock provided for herein. |
Currency
5. | Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars) |
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Compensation
6. | The Contractor will charge the Client a flat fee of $10.00 for the Services in addition to the 5,000,000 shares of restricted NXGH stock (the “Compensation”). |
7. | The Client will be invoiced when the Services are complete. |
8. | Contractor will receive the 5,000,000 shares of NXGH restricted stock 30 days after Client certifies that Client has received the $50,000,000 in gross revenue with a minimum of 2.5% profit within the one (1) year period stated herein. |
9. | In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor. |
10. | The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. If any sales tax and duties are required by law, Client will pay said taxes in addition to the Compensation. |
Confidentiality
11. | Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. |
12. | The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorized by the Client in writing or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. |
13. | All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. |
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Ownership of Intellectual Property
14. | All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. |
15. | The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. |
Return of Property
16. | Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. Contractor agrees that it will take the necessary steps to protect all confidential information of Client. |
17. | In the event that this Agreement is terminated by the Client without cause prior to completion of the Services the Contractor will be entitled to recovery (?) from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery. |
Capacity/Independent Contractor
18. | In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement. |
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Notice
19. | All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: |
a. | Next Group Holdings, Inc. Attention: Arik Maimon and Michael De Prado 19 W. Flagler Street, Miami, Florida, 33130-4403 |
b. | Wiztel USA Inc 3565 S Las Vegas Blvd, Las Vegas, NV 89109 |
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier. |
Indemnification
20. | Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, Contractor agrees to indemnify and hold harmless Client, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. |
Additional Clause
21. | Complete consideration shall be met upon completion of 12 months from the date of this contract and or if milestones are met prior to this anniversary . |
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Modification of Agreement
22. | Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. |
Time of the Essence
23. | Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. |
Assignment
24. | The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. It is agreed that Client may assign the within agreement to a wholly-owned subsidiary of Client. |
Entire Agreement
25. | It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. |
Enurement
26. | This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. |
Titles/Headings
27. | Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. |
Gender
28. | Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. |
Governing Law
29. | This Agreement will be governed by and construed in accordance with the laws of the State of Florida. |
Severability
30. | In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. |
Waiver
31. | The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. |
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IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 29th day of December, 2017.
Next Group Holdings, Inc. (NXGH) (Client) | ||
By: | /s/ Michael De Prado | |
Michael De Prado - President & COO | ||
Signed Feb 15, 2018 | ||
Wiztel USA Inc. (Contractor) | ||
By: | /s/ Eddy Soler | |
Eddy Soler - CEO |
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