Engagement Agreement between
XX INC and XXX LLC
This Engagement Agreement (the “Agreement”), set forth the nature and extent of the
services, that XXX, LLC (the “Provider” or “CU”), with principal address at, XXX, Middletown, Delaware, 19709, will provide to XXX INC (the "Client” or “Moorgate”), with principal address at, 8 The Green,
Suite A, Dover, XXX. This Engagement, is contractual in nature, and is a Moorgate
and CU (the “Parties”) Agreement.
ARTICLE I: DETAILS OF ENGAGEMENT
The details of this Engagement Agreement are stated below.
1. Services and Fees.
(i). CU will provide Sales services to Moorgate
(ii). A Fee of $8,333.33 to be paid monthly to CU
(iii). 10% of CU sales revenues on behalf of Moorgate, will be paid to CU as a
bonus, once payment for such sales is received from third parties
(iv). Expenses related to this Engagement Agreement incurred by CU will require
previous written agreement and approval by Moorgate
(iv). The sales services targets for CU are:
● $450k from Sept 20XX to Jan 20XX
● $1050k from Feb 20XX to Aug 20XX
● $950k from Sept 20XX to Jan 20XX
2. Payment.
2.1 Payment Methods
Invoices to be generated by CU at the last day of each month and paid by wire transfer,
to the bank account nominated by CU.
Payment information from CU may be updated from time to time.
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2.2 Timely Payment. Payment made by Moorgate within 10 days of the invoice date is
considered timely.
3. CU Responsibilities.
CU hereby represent and warrant that:
(i) it will provide Moorgate, on a weekly basis, with information they require
to provide the services described in section 1 above.
(ii) it is for solely responsible for any and all taxes, Social Security contributions
or payments, disability insurance, unemployment taxes, and other payroll taxes applicable
to the payments it receives under this Agreement.
(iii) it will obtain and maintain any required registration, licenses, or other
authorization necessary for the services rendered by it under this Agreement.
(iv) it will provide all tools and equipment required to perform the services under
this agreement.
(v) it may determine the days worked and the time periods of work at the point at
which it begins to provide services to Moorgate, which may not be altered without CU’s
express authorization.
4. Moorgate Responsibilities.
Pursuant to this Agreement, Moorgate will timely provide CU with all
documentation, and information they require to provide their services.
Moorgate represents that it will provide all tools and equipment required to
perform the services under this agreement. These tools and equipment include, without
limitation, sales applications like CRM.
Moorgate represents that it shall not restrict CU’s ability to perform services for or
through other parties, and CU is authorized to accept work from and perform work for
other businesses and individuals besides Moorgate.
Moorgate represents that it will not dictate the performance, methods, or
processes CU uses to perform the services.
5. Notices and Consents.
5.1 Rely on Written Information Only. All information upon which Moorgate can rely
will be provided by CU in the format of a written report via e-mails. Any such writing
provided by CU will supersede any prior oral representations in regard to the subject
matter.
ARTICLE II: TERMS OF SERVICE
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6. Services. In connection with CU services provided pursuant to this
Agreement, CU will rely on Moorgate’s representations, decisions and approvals.
7. Termination. This Agreement shall terminate, for any reason or for no reason,
by giving written notice to the other party. Any termination noticed by Moorgate shall be
effective not less than 1 business days after receipt of notice of termination. Moorgate
shall compensate CU for services performed and expenses incurred through the
effective date of termination, though such charges may be billed to Moorgate after the
effective date of termination.
8. Confidentiality. Information provided by Moorgate to CU pursuant to this
Agreement is confidential and will only be disclosed to third parties in order to complete
the Agreement services, or if required by law. If Moorgate’s confidential information is
disclosed to a third party to perform the services, it will be held confidential as required
by this Agreement.
9. Personnel Solicitation. In order to preserve the integrity of our relationship,
neither CU, any company which employs CU, or any non-publicly traded company in
which CU own an interest (collectively, the “Prohibited Parties”), may extend or discuss
an offer of employment to or with any Moorgate personnel or any 3rd parties which have
a partnership with Moorgate, without Moorgate’s previous written consent. This non-
solicitation agreement begins 30 days before the commencement of the Agreement and
ends two years after completion of this Agreement. Additionally, in the event that any
Moorgate personnel accepts a position of employment with a Prohibited Party or any
related party at any time while CU is performing services for Moorgate or within two
years after CU ceases to provide services for Moorgate, CU agree to pay Moorgate
a fee equal to two hundred percent of the person’s annual compensation in effect on the
date such employment was contracted with the Prohibited Party or related party. Such
fee is payable in full as soon as the person accepts a position subject to this provision.
10. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles of
choice of law, should they apply.
11. Severability. If any portion of this Agreement, including, without limitation,
any portion of this Agreement addressing dispute resolution, indemnification, or
limitation of liability, is held to be void, invalid, or otherwise unenforceable in whole or in
part, for any reason whatsoever, such portion of the Agreement shall be amended to the
minimum extent required to make the provision enforceable and the remaining portions
of this Agreement shall remain in full force and effect.
12. Independent Contractor. CU and Moorgate acknowledge and agree that the
relationship between the parties to this Agreement is exclusively that of an independent
contractor and that CU’s obligations to Moorgate are exclusively contractual in nature.
This Agreement does not create an agency, employment, partnership joint venture, trust
or other fiduciary relationship between the parties. Moorgate acknowledges that CU is
not an employee of Moorgate, and the services rendered under this Agreement do not
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establish any right to unemployment benefits or any other right arising from an
employment relationship. Neither party shall have the right to bind the other to any third
party or otherwise to act in any way as a representative or agent of the other except as
specified herein or otherwise agreed to in writing by the parties. CU is responsible for all
tax liability associated with payments received from or through Moorgate, and Moorgate
will not withhold any taxes from payments to CU.
13. Certain Rules of Interpretation in this Agreement. MOORGATE
SERVICES INC is referred to herein as “Moorgate”. First person pronouns such as
“we”, “us” and “our” refer to Moorgate; second person pronouns such as “you” and
“your” refer to CU. Unless otherwise specified, all references to monetary amounts are
to United States Dollars; the use of words in the singular or plural, or with a particular
gender, shall not limit the scope or exclude the application of any provision of this
Agreement to such person or persons or circumstances as the context otherwise
permits. Defined terms in this Agreement are denoted by capitalization. Such defined
terms shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun used herein shall include the
corresponding masculine, feminine and neuter forms. The captions and headings in this
Agreement are used only for convenience of reference and are not to be used in
attempting to construe any part of this Agreement.
14. Dispute Resolution Procedure. CU agrees that, except as specified herein,
any dispute that may arise regarding the meaning, performance or enforcement of this
Agreement or any prior service that CU has performed for Moorgate, will, prior to
resorting to litigation, be submitted to mediation, and that the parties will engage in the
mediation process in good faith once a written request to mediate has been given by
either party. Any such mediation shall be administered within the County of New York,
State of New York. The results of any such mediation shall be binding only upon the
Agreement of each party to be bound. The costs of any mediation, excluding each
party’s professional fees and costs, shall be shared equally by the participating parties.
If the parties fail to settle a dispute by mediation, then the parties may pursue
resolution in court. Any litigation arising out of, relating to, or connected with this
Agreement or any prior service CU has performed for Moorgate shall be conducted
within New York County before a court of competent jurisdiction and shall be governed
by New York State law. The parties expressly waive their right to a jury trial in any
litigation, and waive all objections on jurisdictional grounds.
15. Limitations on Actions. Any claims arising out of, relating to, or connected
with this Agreement, except those made by CU in order to collect on its professional
invoices, must be asserted within one year from the date any such cause of action
accrues, or within one year from the completion of the Agreement, whichever is earlier,
notwithstanding any statutory provision to the contrary.
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16. Limited Liability, Waiver and Release. Except with respect to the parties’
indemnification obligations, neither party shall be liable to the other for any special,
indirect, incidental, punitive, or consequential damages arising from or related to this
agreement, including bodily injury, death, loss of revenue, or profits or other benefits,
and claims by any third party, even if the parties have been advised of the possibility of
such damages. the foregoing limitation applies to all causes of action in the aggregate,
including without limitation to breach of contract, breach of warranty, negligence, strict
liability, and other torts.
17. Indemnification. In the event that either party becomes obligated to pay any
judgment, fine, penalty, or similar award or sanction, agree to pay any amount in
settlement, or incur any costs as a result of a claim, investigation, or other proceeding
instituted by any third party, including any governmental or quasi-governmental body,
and if such obligation is a direct or indirect result of any inaccurate, incomplete or
misleading information that the sending party provides to the receiving party during the
course of this Agreement, with or without the sending party’s knowledge of the faulty
character of the information and irrespective of the sending party’s intent, and not any
failure on the receiving party’s part to comply with professional standards, the sending
party shall indemnify, defend, and hold the receiving party harmless as against all such
obligations, agreements, and costs, including reasonable attorneys’ fees.
18. Acknowledgement. The parties acknowledge and represent that, prior to
executing this Agreement, that each party has read and understood all of the terms and
provisions of this Agreement. This Agreement shall not be construed for or against either
party by reason of the drafting or preparation thereof.
19. Notices. All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given if either (i) delivered personally, (ii)
sent by registered or certified mail, return receipt requested, postage prepaid, or (iii)
sent by email and receipt confirmed by recipient, to the following addresses (or such
other address as either party shall specify from time to time by notice in writing to the
other):
If to CU: XXX, LLC
Attn: XXX
21 N. XX
Middletown,XXX Delaware, 19709
E-mail: XXX
If to XXX: XXX INC
Attn: Mr. XXX
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8 The Green Suite A
XX
E-mail: XXX
20. Entire Agreement, Waiver and Amendment. This Agreement sets forth the
entire agreement between the parties with respect to the subject matter herein,
superseding all prior agreements, negotiations or understandings, whether oral or
written, with respect to such subject matter. Except as specifically set forth herein,
neither party makes any representation, warranty, covenant or undertaking with respect
to such matters, and the parties acknowledge that they are not relying upon any
representation or statement, either oral or written, that is not expressly included in this
Agreement, either directly or by reference. No amendment, modification, termination or
waiver of any provision of this Agreement, and no consent to any departure therefrom,
shall in any event be effective unless the same shall be in writing and signed by both
parties. Any such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it was given. To the extent that any of the terms and
conditions of Article I conflict with the terms and conditions of Article II, Article II shall be
controlling.
21. Survival. The terms and provisions in the following sections and paragraphs
shall survive termination of this Agreement: sections 3 and 5 of Article I; paragraphs 2,
4, 5, 10, 11, and 12 of Article II.
22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which together will constitute
one instrument. Signatures to this Agreement transmitted by facsimile, by email in
portable document format (.pdf) or by any other electronic means intended to preserve
the original graphic and pictorial appearance of this Agreement shall have the same
effect as physical delivery of the paper document bearing original signature, and shall
for all intents and purposes, be considered an original.
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SIGNATURE PAGE
TO
ENGAGEMENT AGREEMENT
IN WITNESS WHEREOF, by signing below the parties hereby represent and warrant
that they are authorized and empowered to, and do acknowledge and agree to, the
terms and provisions of this Agreement.
XXX, LLC
By:
Name: (print)
Title:
Date:
XXX INC
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