ex10-1.htm


    EXHIBIT 10.1

     

    Landbank
      Group, Inc.

    


    CONSULTING,
      CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

    


    This
      Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement")
      is
      entered into as of the 27th day of September, 2007 (the “Effective Date”) by and
      between Landbank Group, Inc., a Delaware corporation (the “Company”), and Venor,
      Inc. (“Consultant”).

    


    WHEREAS,
      the Company desires to engage Consultant to provide certain services as set
      forth on Schedule attached hereto and as specified from time to time by the
      Company.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      conditions contained herein, the parties hereto agree as follows:

    


    1.  Engagement.  The
      Company hereby engages Consultant, using Eric Stoppenhagen (the “Principal”) to
      perform those duties set forth in the Schedule attached hereto and such other
      duties as may be requested from time to time by the Chairman or Board of
      Directors of the Company. Consultant hereby accepts such engagement upon the
      terms and subject to conditions set forth in this Agreement.

    


    2.  Compensation.  For
      the services rendered by Consultant under this Agreement, the Company shall
      pay
      to Consultant the compensation specified in the Schedule, subject to the terms
      and conditions set forth in this Agreement.

    


    3.  Term
      and Survivability.  The term of this Agreement shall be for a
      period of six months from the Effective Date.  Notwithstanding the
      foregoing, Company may terminate this Agreement on or after thirty days (30)
      of
      providing written notice to Consultant and Consultant may terminate this
      Agreement on or after thirty days (30) of providing written notice to
      Company.  In addition, this Agreement may be terminated if either
      party materially fails to perform or comply with this Agreement or any material
      provision hereof. Termination shall be effective five (5) days after notice
      of
      such material failure to perform or comply with this Agreement or any material
      provision hereof to the defaulting party if the defaults have not been cured
      within such five (5) day period.  In the event that the Consultant is
      required to provide any services whatsoever after the term of this Agreement,
      the Consultant shall be prepaid $200 per hour for any time
      spent.  Upon termination of this Agreement the following sections of
      this Agreement shall survive such termination:  Sections 3, 5, 6, 7,
      8, 10, 12 and 13.

    


    4.  Costs
      and Expenses of Consultant’s Performance.  Except as set forth on
      the Schedule, all costs and expenses of Consultant’s performance hereunder shall
      be borne by the Consultant.

    


    5.  Taxes.  As
      an independent contractor, Consultant acknowledges and agrees that it is solely
      responsible for the payment of any taxes and/or assessments imposed on account
      of the payment of compensation to, or the performance of services by Consultant
      pursuant this Agreement, including, without limitation, any unemployment
      insurance tax, federal and state income taxes, federal Social Security (FICA)
      payments, and state disability insurance taxes. The Company shall not make
      any
      withholdings or payments of said taxes or assessments with respect to amounts
      paid to Consultant hereunder; provided, however, that if required by law or
      any
      governmental agency, the Company shall withhold such taxes or assessments from
      amounts due Consultant, and any such withholding shall be for Consultant's
      account and shall not be reimbursed by the Company to Consultant. Consultant
      expressly agrees to make all payments of such taxes, as and when the same may
      become due and payable with respect to the compensation earned under this
      Agreement.

    


    6.  Confidentiality.  Consultant
      agrees that Consultant will not, except when required by applicable law or
      order
      of a court, during the term of this Agreement or thereafter, disclose directly
      or indirectly to any person or entity, or copy, reproduce or use, any Trade
      Secrets (as defined below) or Confidential Information (as defined below) or
      other information treated as confidential by the Company known, learned or
      acquired by the Consultant during the period of the Consultant's engagement
      by
      the Company.  For purposes of this Agreement, "Confidential
      Information" shall mean any and all Trade Secrets, knowledge, data or know-how
      of the Company, any of its affiliates or of third parties in the possession
      of
      the Company or any of its affiliates, and any nonpublic technical, training,
      financial and/or business information treated as confidential by the Company
      or
      any of its affiliates, whether or not such information, knowledge, Trade Secret
      or data was conceived, originated, discovered or developed by Consultant
      hereunder.  For purposes of this Agreement, "Trade Secrets" shall
      include, without limitation, any formula, concept, pattern, processes, designs,
      device, software, systems, list of customers, training manuals, marketing or
      sales or service plans, business plans, marketing plans, financial information,
      or compilation of information which is used in the Company's business or in
      the
      business of any of its affiliates.  Any information of the Company or
      any of its affiliates which is not readily available to the public shall be
      considered to be a Trade Secret unless the Company advises Consultant in writing
      otherwise. Consultant acknowledges that all of the Confidential
      Information is proprietary to the Company and is a special, valuable and unique
      asset of the business of the Company, and that Consultant's past, present and
      future engagement by the Company has created, creates and will continue to
      create a relationship of confidence and trust between the Consultant and the
      Company with respect to the Confidential Information.  Furthermore,
      Consultant shall immediately notify the Company of any information which comes
      to its attention which might indicate that there has been a loss of
      confidentiality with respect to the Confidential Information. In such event,
      Consultant shall take all reasonable steps within its power to limit the scope
      of such loss.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.    Return
      of the Company’s Proprietary Materials.  Consultant agrees to
      deliver promptly to the Company on termination of this Agreement for whatever
      reason, or at any time the Company  may so request, all documents,
      records, artwork, designs, data, drawings, flowcharts, listings, models,
      sketches, apparatus, notebooks, disks, notes, copies and similar repositories
      of
      Confidential Information and any other documents of a confidential nature
      belonging to the Company, including all copies, summaries, records,
      descriptions, modifications, drawings or adaptations of such materials which
      Consultant may then possess or have under its control.  Concurrently
      with the return of such proprietary materials to the Company, Consultant agrees
      to deliver to the Company such further agreements and assurances to ensure
      the
      confidentiality of proprietary materials.  Consultant further agrees
      that upon termination of this Agreement, Consultant's, employees, consultants,
      agents or independent contractors shall not retain any document, data or other
      material of any description containing any Confidential Information or
      proprietary materials of the Company.

    


    8.   Assignment
      of Proprietary Rights.  Other than the Proprietary Rights listed
      on the Schedule attached hereto, if any, Consultant hereby assigns and transfers
      to the Company all right, title and interest that Consultant may have, if any,
      in and to all Proprietary Rights (whether or not patentable or copyrightable)
      made, conceived, developed, written or first reduced to practice by Consultant,
      whether solely or jointly with others, during the period of Consultant's
      engagement by the Company which relate in any manner to the actual or
      anticipated business or research and development of the Company, or result
      from
      or are suggested by any task assigned to Consultant or by any of the work
      Consultant has performed or may perform for the Company.

    


    Consultant
      acknowledges and agrees that the Company shall have all right, title and
      interest in, among other items, all research information and all documentation
      or manuals related thereto that Consultant develops or prepares for the Company
      during the period of Consultant's engagement by the Company and that such work
      by Consultant shall be work made for hire and that the Company shall be the
      sole
      author thereof for all purposes under applicable copyright and other
      intellectual property laws. Other than the Proprietary Rights listed on the
      Schedule attached hereto, Consultant represents and covenants to the Company
      that there are no Proprietary Rights relating to the Company's business which
      were made by Consultant prior to Consultant's engagement by the Company.
      Consultant agrees promptly to disclose in writing to the Company all Proprietary
      Rights in order to permit the Company to claim rights to which it may be
      entitled under this Agreement.  With respect to all Proprietary Rights
      which are assigned to the Company pursuant to this Section 8, Consultant will
      assist the Company in any reasonable manner to obtain for the Company's benefit
      patents and copyrights thereon in any and all jurisdictions as may be designated
      by the Company, and Consultant will execute, when requested, patent and
      copyright applications and assignments thereof to the Company, or other persons
      designated by the Company, and any other lawful documents deemed necessary
      by
      the Company to carry out the purposes of this Agreement. Consultant will further
      assist the Company in every way to enforce any patents, copyrights and other
      Proprietary Rights of the Company.

    


    9.  Trade
      Secrets of Others.  Consultant represents to the Company that its
      performance of all the terms of this Agreement does not and will not breach
      any
      agreement to keep in confidence proprietary information or trade secrets
      acquired by Consultant in confidence or in trust prior to its engagement by
      the
      Company, and Consultant will not disclose to the Company, or induce the Company
      to use, any confidential or proprietary information or material belonging to
      others. Consultant agrees not to enter into any agreement, either written or
      oral, in conflict with this Agreement.

    


    10.  Other
      Obligations.  Consultant acknowledges that the Company, from time
      to time, may have agreements with other persons which impose obligations or
      restrictions on the Company regarding proprietary rights made or developed
      during the course of work hereunder or regarding the confidential nature of
      such
      work. Consultant agrees to be bound by all such obligations and restrictions
      and
      to take all action necessary to discharge the obligations of the Company
      hereunder.

    


    11.  Independent
      Contractor.  Consultant shall not be deemed to be an employee or
      agent of the Company for any purpose whatsoever. Consultant shall have the
      sole
      and exclusive control over its employees, consultants or independent contractors
      who provide services to the Company, and over the labor and employee relations
      policies and policies relating to wages, hours, working conditions or other
      conditions of its employees, consultants or independent
      contractors.

    


    12.
      Non-Solicit. Consultant will not, during the term this Agreement and for
      one year thereafter, directly or indirectly (whether as an owner, partner,
      shareholder, agent, officer, director, employee, independent contractor,
      consultant, or otherwise) with or through any individual or entity: (i) employ,
      engage or solicit for employment any individual who is, or was at any time
      after
      the Effective Date of this Agreement for any reason, an employee of the Company,
      or otherwise seek to adversely influence or alter such individual's relationship
      with the Company; or (ii) solicit or encourage any individual or entity that
      is,
      or was after the Effective Date and immediately prior to the termination of
      this
      Agreement for any reason, a customer or vendor of the Company to terminate
      or
      otherwise alter his, her or its relationship with the Company or any of its
      affiliates.

     

    13.
      Equitable Remedies.  In the event of a breach or threatened
      breach of the terms of this Agreement by Consultant, the parties hereto
      acknowledge and agree that it would be difficult to measure the damage to the
      Company from such breach, that injury to the Company from such breach would
      be
      impossible to calculate and that monetary damages would therefore be an
      inadequate remedy for any breach. Accordingly, the Company, in addition to
      any
      and all other rights which may be available, shall have the right of specific
      performance, injunctive relief and other appropriate equitable remedies to
      restrain any such breach or threatened breach without showing or proving any
      actual damage to the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.
      Governing Law.  This Agreement shall be governed, construed and
      interpreted in accordance with the internal laws of the State of California.
      In
      the event a judicial proceeding is necessary, the sole forum for resolving
      disputes arising under or relating to this Agreement are the Municipal and
      Superior Courts for the County of Los Angeles, California or the Federal
      District Court for the Central District of California and all related appellate
      courts, and the parties hereby consent to the jurisdiction of such courts,
      and
      that venue shall be in Los Angeles County, California.

    


    15.  Entire
      Agreement: Modifications and Amendments.  The terms of this
      Agreement are intended by the parties as a final expression of their agreement
      with respect-to such terms as are included in this Agreement and may not be
      contradicted by evidence of any prior or contemporaneous agreement. The Schedule
      referred to in this Agreement is incorporated into this Agreement by this
      reference. This Agreement may not be modified, changed or supplemented, nor
      may
      any obligations hereunder be waived or extensions of time for performance
      granted, except by written instrument signed by the parties or by their agents
      duly authorized in writing or as otherwise expressly permitted
      herein.

    


    16.  Attorneys
      Fees.  Should any party institute any action or proceeding to
      enforce this Agreement or any provision hereof, or for damages by reason of
      any
      alleged breach of this Agreement or of any provision hereof, or for a
      declaration of rights hereunder, the prevailing party in any such action or
      proceeding shall be entitled to receive from the other party all costs and
      expenses, including reasonable attorneys' fees, incurred by the prevailing
      party
      in connection with such action or proceeding.

    


    17.
      Prohibition of Assignment.  This Agreement and the rights,
      duties and obligations hereunder may not be assigned or delegated by Consultant
      without the prior written consent of the Company. Any assignment of rights
      or
      delegation of duties or obligations hereunder made without such prior written
      consent shall be void and of no effect.

    


    18.  Binding
      Effect: Successors and Assignment.  This Agreement and the
      provisions hereof shall be binding upon each of the parties, their successors
      and permitted assigns.

    


    19.  Validity.  This
      Agreement is intended to be valid and enforceable in accordance with its terms
      to the fullest extent permitted by law. If any provision of this Agreement
      is
      found to be invalid or unenforceable by any court of competent Jurisdiction,
      the
      invalidity or unenforceability of such provision shall not affect the validity
      or enforceability of all the remaining provisions hereof.

    


    20.
      Notices.  All notices and other communications hereunder shall
      be in writing and, unless otherwise provided herein, shall be deemed duly given
      if delivered personally or by telecopy or mailed by registered or certified
      mail
      (return receipt requested) or by Federal Express or other similar courier
      service to the parties at the following addresses or (at such other address
      for
      the party as shall be specified by like notice)

    


    (i)  If
      to the Company:

    Landbank
      Group, Inc.

    7030
      Hayvenhurst Ave

    Van
      Nuys, California
      91406

    Attn:  Gary
      Freeman,

    


    (ii)
      If
      to the Consultant:

    Venor,
      Inc.

    1328
      West Balboa

    Newport
      Beach, CA 92661

    Attn:
      Eric Stoppenhagen

    Phone:
      (949) 903-0468


    


    Any
      such
      notice, demand or other communication shall be deemed to have been given on
      the
      date personally delivered or as of the date mailed, as the case may
      be.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Consulting,
      Confidentiality, and Proprietary Rights Agreement as of the Effective Date
      written above.

    


      
      Venor, Inc.

     

     

    
      	 	 	By:
              /s/ Eric Stoppenhagen    



      	
               

            	 	
              Name:
                Eric Stoppenhagen

            


    

    
      	
               

            	
              Title:   Principal

            


    

    


    


      
      Landbank Group, Inc.


    


     

    
      	 	 	By:
              /s/ Gary Freeman        
              


      	
               

            	 	
              Name:
                

            


    

    
      	
               

            	
              Title:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Schedule

    1.  DUTIES

     

    A.  Financial
      Duties required to maintain a public shell

    


    
      	
              §  

            	
              Maintain
                accurate books and records of the Company including
                accounting.

            


    

    
      	
              §  

            	
              Oversee
                reviews and audits.

            


    

    
      	
              §  

            	
              Timely
                make appropriate and necessary
                filings.

            


    

    
      	
              §  

            	
              Handle
                all AP and AR related matters.

            


    

    
      	
              §  

            	
              Shut
                down operating activities.

            


    

    
      	
              §  

            	
              Oversee
                tax matters.

            


    

    
      	
              §  

            	
              Oversee
                legal matters as related to the operation of the
                shell.

            


    

     

    C. 
Interim
      President and Secretary Duties

     

    
      	
              §  

            	
              Serve
                as interim President and Secretary.

            


    

    
      	
              §  

            	
              Perform
                the duties as set forth under the Company’s
                By-Laws.

            


    

    


    2.           SCHEDULE
      AND COMITTMENT OF TIME:

     

    If
      at any
      time during the performance of this contract any phases of the required tasks
      appear to be impossible of execution or if any phase cannot be completed on
      schedule, it is agreed that Consultant will notify Company within one (1) day
      of
      such determination.  At the time of such notification Consultant shall
      explain to Company why a particular task is impossible to complete and propose
      alternative procedures for achieving the desired result.

    


    3.           REPORTING
      SCHEDULE:

     

    Consultant
      shall report regularly, and not less frequent than once every month, to the
      Company his progress on the tasks enumerated above.

    


    4.           COMPENSATION
      AND PAYMENT TERMS:

    


    From
      the
      Effective Date until November 30, 2007 the Consultant shall be paid at a rate
      of
      $5,000 per month.  Thereafter, the Consultant shall be paid $4,000 per
      month payable on the first business day of the month.  In the event
      the Consultant is requested to perform services outside the Duties required
      to
      maintain a public shell, the Consultant shall be paid at a rate of $200 per
      hour
      (“Hourly Services”).  Hourly Services shall be pre-approved in
      advanced by email from any member of the Board of Directors.

    


    5           EXPENSES:

     

    Company
      agrees to reimburse Consultant for reasonably necessary travel, phone and office
      expenses other then rent. However, should such expenses exceed $500 in any
      given
      calendar month; such expenses shall be pre-approved in advance by Company in
      order to qualify to reimbursement. An email authorization by the Chairman of
      Company shall be deemed a valid approval.