ex10-2.htm


    Exhibit
10.2

    SOFTWARE
DEVELOPMENT AND CONSULTING AGREEMENT

    BETWEEN
REMINDERBOX, INC. AND ERIC WOODS OF DATAMETHODOLOGY, LLC

    


    


     REMINDERBOX. (Client) wishes to obtain,
and Eric Woods of DataMethodology, LLC (Consultant) wishes to provide, software
development and consulting services according to the following
terms:

    


    1.           Consulting
Services.

    


    As requested by Client and agreed to by
Eric Woods, from time to time, whether in writing, by purchase order, or
verbally, Eric Woods shall provide consulting and software development services
on a time and expenses basis according to the terms of this
agreement.

    


    The
primary purpose of this engagement is to continue the computer programming
development of a mobile marketing software application and SMS
Gateway.

    


    The total
solution being developed includes, 1) a suite of .NET software
applications that will enable the company’s clients to manage mobile marketing
campaigns, 2) a complete
backend system framework of databases and application servers that process SMS
transactions to and from SMS aggregators.

    


    


    2.           Changes
in Plans.

    


    Once Eric Woods agrees to commence a
project for Client, Eric Woods will plan its activities and staffing according
to the hours required for the project.  Consequently, if Client wishes
to reduce the hours required for a project after the project has been assigned,
Client must elect that the reduction will not take effect for at least 30 days
from the date of notice to Eric Woods.

    


    3.           Compensation.

    


    (a)           For
the period beginning January 1, 2007, and continuing until either party has
terminated this agreement in writing, Client will pay Consultant $10,000
monthly.

    


    (b)           At
the end of each month, Client may request additional payments for the following
month based on estimated work efforts required to meet time-sensitive
deliverables.

    


    (d)           Client
will potentially make continued commitments for further work and additional
compensation if additional resources are required.

    


    (e)           Client
will reimburse Eric Woods for reasonable expenses.

    


    


    4.           Payment.

    


    (a)           Within
10 days after services are provided, Client shall pay Eric Woods for invoiced
services rendered and reasonable expenses incurred on behalf of
Client.

    


    5.           Warranties
and Limitations.

    


    (a)           Client
warrants that Eric Woods will have the appropriate right, title, and interest to
the software development tools used, and the work product will not infringe any
rights of third parties due to such software.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           Eric
Woods does not warrant that its designs or programming will be error free;
however, Eric Woods will use reasonable efforts to attempt to correct any
reported design or programming errors as a service to be provided under this
agreement.  Eric Woods shall have no liability for design decisions
made wholly or in part by Client or any other consultant for
Client.

    


    (c)           THERE
ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ANY LIABILITY BY
ERIC WOODS TO CLIENT SHALL BE LIMITED TO AMOUNTS RECEIVED FROM
CLIENT.  ERIC WOODS SHALL NOT BE LIABLE FOR ANY CLAIM OR DEMAND,
EITHER DIRECTLY OR AS A RESULT OF A THIRD PARTY CLAIM AGAINST CLIENT, FOR LOST
PROFITS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.

    


    6.           Transfer
of Ownership.

    


    (a)           If,
in the course of providing services under this agreement, Eric Woods creates any
enhancements or modifications to development software or software tools,
provided by Eric Woods or any other vendor, all rights to such enhancements or
modifications shall be retained by Eric Woods, and Client shall receive a
non-exclusive license to use such enhancements and/or modifications under the
terms of the appropriate standard end-user license agreement provided by Eric
Woods or the other developer.

    


    (b)           Other
than software covered by the terms of paragraphs 6(a) above, Eric Woods hereby
assigns to Client the copyrights to any code, application, module, or design
developed for Client under this agreement.

    


    (c)           Eric
Woods hereby additionally grants to Client ownership of all product's source
code.

    


    (d)           To
secure payment of all amounts owed by Client to Eric Woods or any affiliated
corporation under common control, Eric Woods shall retain title or a security
interest in such copyrights until the secured amount is paid.  If such
amount is not paid, Eric Woods may obtain an injunction against the use or
distribution of such software.

    


    


    7.           Confidential
Information.

    


    Eric Woods agrees to use the same care
which it takes for its own confidential (or proprietary) information and that it
will not, directly or indirectly, disclose to or make available for use by
anyone other than Client during the term of this agreement and for two years
following its termination, any information marked confidential or identified to
Eric Woods personnel as confidential, unless the (i) same shall have first
become generally known and published through no fault of Eric Woods, (ii) shall
have been learned by Eric Woods from a third party entitled to disclose it,
(iii) shall have been already known to Eric Woods, or (iv) shall have been
developed by or for Eric Woods, independent of activities under this
agreement.

    


    8.           Legal
Relationship.

    


    Except to the extent specifically
required under the terms of this agreement, Eric Woods shall not be deemed an
agent or servant of Client and may not represent itself as having any authority
to act on behalf of Client without Client's prior written consent. This
agreement shall not be interpreted as establishing anything other than a
consultant relationship and no partnership, employer/employee, joint venture,
agency, or other arrangement shall be inferred.

    


    9.           Notices.

    


    All notices under this agreement shall
be deemed to have been given as of the date of personal delivery or five days
after the date of deposit in the United States mail, addressed as stated above,
or to any other address that shall have been communicated to the other party in
writing under this paragraph.


    
      
        
        

      

      
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    10.         Interpretation.

    


    Whenever possible, each provision of
this agreement shall be interpreted in such a manner as to be valid and
effective under applicable law.  If any provision is invalid, the
remaining provisions shall remain enforceable.

    


    11.         Entire
Agreement; Waiver.

    


    This agreement contains the entire
understanding of the parties with respect to its subject matter.  All
prior commitments and understandings are merged herein.  All other
documents, whether signed or unsigned, including purchase orders, shall not be
given any effect which is inconsistent with this contract unless this provision
is specifically referred to and waived by Eric Woods in writing.

    


    12.         Controlling
Law and Arbitration.

    


    This agreement shall be interpreted and
enforced in accordance with the laws of the State of Arkansas.  The
parties agree that no action by one party against the other may be brought in
any court, in any jurisdiction, except according to the terms of this
paragraph.  All disputes between the parties shall be submitted for
arbitration before one arbitrator selected, according to and applying the rules
of the American Arbitration Association.  The parties agree to venue
and jurisdiction in Pulaski County, Arkansas.  No termination or
expiration of this agreement shall affect the right to arbitrate
disputes.

    


    13.         Force
Majeure.

    


    Neither party will be liable to the
other by reason of any failure in performance of this Agreement if the failure
arises out of the unavailability of communications facilities or energy sources,
acts of God, acts of the other party, acts of governmental authority, fires,
strikes, delays in transportation, riots or war, or any causes beyond the
reasonable control of that party.

    


    14.         Indemnification.

    


    (a)          Client
agrees to indemnify, hold harmless, and defend Eric Woods from any claims,
including attorneys' fees, that arise from the use or distribution of any
application developed for Client under this agreement, including any claim that
said application infringes third party rights.

    


    (b)          Eric
Woods will defend, indemnify and hold Client harmless from costs of any final
settlement costs awarded by a court of competent jurisdiction and damages that
Client incurs arising out of an action alleging that Eric Woods' use of
development software or tools (including any enhancements or modifications
thereto) constitute an infringement of any United States patent, copyright,
trade secret, trademark or other intellectual property right of a third
party.

    


    
      
        
          
            	
                    Eric
      Woods

                  	 
      	
                    REMINDERBOX.

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	/s/
      Eric Woods	 
      	
                    By:

                  	/s/
      Tim Miller
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    Title:

                  	President
	 
      	 
      	 
      	 
      	 
      
	
                    Date:

                  	
                    Jan
      1, 2007

                  	 
      	
                    Date:

                  	
                    Jan 1,
2007

                  


          

        

      

    

    
      
        
        

      

      
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