ex_10-1.htm


    
      

      

    

    Exhibit
10.1

     

    
      SERVICES
AGREEMENT

      


      This
SERVICES AGREEMENT (“Agreement”) is made and entered into in duplicate and shall
be effective on July 8, 2009 (“Effective Date”), by and between Research Data
Group, Inc., a Nevada corporation with its principal place of business located
at 3450 3rd Street, #3-F, San Francisco, California 94124 (“Corporation”), and
Format, Inc. a Nevada corporation, with its principal place of business located
at 3553 Camino
Mira Costa, Suite E, San Clemente California 92672 (“Contractor”).

      


      RECITALS

      


      A.           It
is the desire of the Corporation to engage the services of the Contractor to
provide certain edgarizing services to the Corporation as determined by the
management of the Corporation.

      


      B.           It
is the desire of the Contractor to provide those services to the Corporation and
to assist the management of the Corporation.

      


      NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS
HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES AGREE AS FOLLOWS:

      


      1.           Term of
Agreement.  The respective duties and obligations of the
parties shall commence on the Effective Date and shall continue until terminated
by either of the parties; provided however, that neither party may terminate
this Agreement during the initial period of one hundred twenty (120) days from
the Effective Date. Subsequent to the initial period of one hundred twenty (120)
days from the Effective Date, either party may terminate this Agreement at any
time by giving thirty (30) days written notice to the other party.

      


      2.           Services.  The
Contractor shall provide edgarizing services and certain other services to the
Corporation as determined by the management of the Corporation.

      


      3.           No Management Power of
Contractor.  The business affairs of the Corporation and the
operation of the business of the Corporation shall be conducted by the officers
and administrative staff and employees of the Corporation.  The
Contractor shall not have any power or obligation of direction, management,
supervision or control of the officers, administrative staff or other employees
of the Corporation or otherwise be involved with the management of the business
of the Corporation during the term of this Agreement.

      


      4.           Authority to
Contract.  The Contractor shall have no power to, and the
Contractor shall not, obligate the Corporation in any manner whatsoever to any
contract, agreement, undertaking, commitment or other obligation.

      


      5.           Compensation. During the
initial ninety (90) days from the Effective Date of this Agreement, the
Corporation shall pay to Contractor those amounts on those dates as set forth in
Exhibit A.  Subsequent to the initial ninety (90) days from the
Effective Date of this Agreement, the Corporation shall pay to Contractor $3,750
per month to be paid to Contractor within five (5) days of the date of the
applicable invoice from Contractor.

      


      6.           Services of Contractor Not
Exclusive.  The Contractor shall devote such time as is
necessary to fulfill its obligations to the Corporation specified in this
Agreement.

       

      
        
          
          

        

        
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      7.           Relationship
Created.  The Contractor is not an employee of the Corporation
for any purpose whatsoever, but is an independent contractor.  The
Corporation is interested only in the results obtained by the Contractor. The
Contractor shall have the sole and exclusive control of the manner and means of
performing. All expenses and disbursements, including, but not limited to, those
for travel and maintenance, entertainment, office, clerical and general
administrative expenses, that may be incurred by the Contractor in connection
with this Agreement shall be borne and paid wholly and completely by the
Contractor, and the Corporation shall not be in any way responsible or liable
therefor.

      


      7.1           Ownership of Work Product and New
Developments.  Contractor agrees that all computer programs,
software, source codes, computations, data files, algorithms, techniques,
designs, plans, reports, specifications, drawings, inventions, processes, and
other information or items produced by Contractor concerning the development of
the Corporation’s products and services shall be considered works made for hire
by the Contractor for the Corporation and shall be the exclusive property of the
Corporation. All such work will be assigned to the Corporation as the sole and
exclusive property of the Corporation and the Corporation’s assigns, nominees
and successors, as well as any copyrights, patents or trademarks obtained by
Contractor while performing services under this Agreement concerning the
development of the Corporation’s products and services.  On request
and at the Corporation’s expense, Contractor agrees to assist the Corporation
obtain patents and copyrights for any new developments. Such assistance includes
providing data, plans, specifications, descriptions, documentation, and other
information, as well as assisting the Corporation in completing any required
application or registration.

      


      7.2           Non-Disclosure of Proprietary and
Confidential Information By Contractor.  During the term of
this Agreement, Contractor may have access to Confidential Information (as used
in this Section 7.2, “Confidential Information” shall include, but not be
limited to, computer programs, software, source codes, computations, data files,
algorithms, techniques, processes, designs, specifications, drawings, charts,
plans, schematics, computer disks, magnetic tapes, books, files, records,
reports, documents, instruments, agreements, contracts, correspondence, letters,
memoranda, financial, accounting, sales, purchase and employment data, capital
structure information, corporate organizational information, identities, names
and addresses of shareholders, directors, officers, employees, contractors,
vendors, suppliers, customers, clients and all persons and entities associated
with Corporation, information pertaining to projects, projections, assumptions
and analyses, and all other data and information and similar items relating to
the business of Corporation and all other data and information and similar items
relating to Corporation of whatever kind or nature and whether or not prepared
or compiled by Corporation) or other information and data of a secret and
proprietary nature which the Corporation desires to keep confidential.
Confidential Information shall not include general or public
knowledge.  General or public knowledge shall include such information
as may be discerned from an inspection of records expressly held open for public
inspection by any government or administrative agency, body or authority.
Contractor (and any of its officers, directors, shareholders, affiliates,
related entities, partners, agents and/or employees) agrees and acknowledges
that the Corporation has exclusive proprietary rights to all Confidential
Information, and Contractor hereby assigns to the Corporation all rights that he
might otherwise possess in any Confidential Information.  Except as
required in the performance of Contractor's duties to the Corporation,
Contractor will not at any time during or after the term hereof, directly or
indirectly use, communicate, disclose, disseminate, lecture upon, publish
articles or otherwise put in the public domain, any Confidential
Information.  Contractor agrees to deliver to the Corporation any and
all copies of Confidential Information in the possession or control of
Contractor upon the expiration or termination of this Agreement, or at any other
time upon request by the Corporation.  Contractor will restrict the
possession, knowledge and use of the Confidential Information to its employees,
officers, director, shareholders, consultants, lawyers and entities controlled
by or controlling it (collectively, “Personnel”) that have a legitimate “need to
know” such Confidential Information in connection with the services to be
provided pursuant to the Agreement. Contractor will ensure that its Personnel
comply with this Agreement and Contractor will be liable for any breach of this
Agreement by its Personnel and will promptly notify the Corporation of any such
breach.  The provisions of this section shall survive the termination
of this Agreement.

       

      
        
          
          

        

        
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      8.          
 Indemnification.  Each
party shall defend and hold the other party harmless from and against, and shall
indemnify the other party for, any loss, liability, damage, judgment, penalty or
expense (including administrative costs and expenses, attorney’s fees and costs
of defense) suffered or incurred by any person, or to any property, in relation
to any action or inaction taken by such party, whether intentional,
negligent or otherwise, or by any of such party's affiliates, directors,
officers, employees, representatives or agents (including attorneys, accountants
and financial advisors).

      


      9.           
Governmental Rules and
Regulations.  The provisions of this Agreement are subject to
any and all present and future statutes, orders, rules and regulations of any
duly constituted authority having jurisdiction of the relationship and
transactions defined by this Agreement.

      


      10.           Notices.  All
notices, requests, demands or other communications pursuant to this Agreement
shall be in writing or by facsimile transmission and shall be deemed to have
been duly given (i) on the date of service, if delivered in person or by
facsimile transmission (with the facsimile confirmation of transmission receipt
serving as confirmation of service); or (ii) 48 hours after mailing by first
class, registered or certified mail, postage prepaid, and properly addressed to
such address or addresses as may be provided by the parties hereto for such
purposes.

      


      11.           Entire
Agreement.  This Agreement constitutes the final, complete, and
exclusive agreement between the parties with respect to the subject matter
hereof and supersedes all prior oral and written, and all contemporaneous oral
negotiations, agreements, and understandings. This Agreement may be amended only
by an instrument in writing which expressly refers to this Agreement and
specifically states that such instrument is intended to amend this Agreement and
is signed on behalf of both parties.

      


      12.           Execution in
Counterparts.  This Agreement many be executed in several
counterparts and by facsimile, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.

      


      13.           Choice of Law and Consent to
Jurisdiction.  All questions concerning the validity,
interpretation or performance of any of the terms, conditions and provisions of
this Agreement or of any of the rights or obligations of the parties, shall be
governed by, and resolved in accordance with, the laws of the State of
California.  Any and all actions or proceedings, at law or in equity,
to enforce or interpret the provisions of this Agreement shall be litigated in
courts having situs within the State of California.

      


      14.           Assignability.  Neither
party shall sell, assign, transfer, convey or encumber this Agreement or any
right or interest in this Agreement or pursuant to this Agreement, or suffer or
permit any such sale, assignment, transfer or encumbrance to occur by operation
of law without the prior written consent of the other party.  In the
event of any sale, assignment, transfer or encumbrance consented to by such
other party, the transferee or such transferee's legal representative shall
agree with such other party in writing to assume personally, perform and be
obligated by, the covenants, obligations, warranties, representations, terms,
conditions and provisions specified in this Agreement.

       

      
        
          
          

        

        
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      15.           Consent to
Agreement.  By executing this Agreement, each party, for
himself, represents such party has read or caused to be read this Agreement in
all particulars, and consents to the rights, conditions, duties and
responsibilities imposed upon such party as specified in this
Agreement.

      


      16.           Attorney’s Fees.  In
the event of a legal proceeding between the parties to enforce a provision under
this Agreement, the prevailing party to such action shall be entitled to recover
from the other party its reasonable attorney’s fees and costs for participating
in the legal action.

       

      17.           Severability.  To the
extent any provision of this Agreement shall be determined to be unlawful or
otherwise unenforceable, in whole or in part, such determination shall not
affect the validity of the remainder of this Agreement, and this Agreement shall
be reformed to the extent necessary to carry out its provisions to the greatest
extent possible.  In the absence of such reformation, such part of
such provision shall be considered deleted from this Agreement and the remainder
of such provision and of this Agreement shall be unaffected and shall continue
in full force and effect.  In furtherance and not in limitation of the
foregoing, should the duration or geographical extent of, or business activities
covered by any provision of this Agreement be in excess of that which is valid
and enforceable under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may validly and enforceably
be covered.  To the extent any provision of this Agreement shall be
declared invalid or unenforceable for any reason by any governmental or
regulatory authority in any jurisdiction, this Agreement (or provision thereof)
shall remain valid and enforceable in each other jurisdiction where it
applies.  Both parties acknowledges the uncertainty of the law in this
respect and expressly stipulate that this Agreement shall be given the
construction that renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable
law.

      


      IN
WITNESS WHEREOF the parties have executed this Agreement in duplicate and in
multiple counterparts, each of which shall have the force and effect of an
original, on the date specified in the preamble of this Agreement.

      


      
        
          
            
              
                	CORPORATION:  	 	 	CONTRACTOR:	 
	

                        Research
      Data Group, Inc.,

                        a Nevada
      corporation   

                      	 	 	

                        Format,
      Inc.,

                        a Nevada
      corporation

                      	 
	 	 	 	 	 
	 	 	 	 	 
	
                        /s/
      Jonathan Elliott

                      	 	 	
                        /s/
      Ryan Neely

                      	 
	
                        Jonathan
      Elliott

                        
                          SVP
      & Director

                        

                      	 	 	
                        Ryan
      Neely

                        
                          President

                        

                      	 


              

            

          

        



      
        
          
          

        

        
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      EXHIBIT
A

      
 

      
        
          
            	
                    Amount
      Due

                  	
                    Payment
      Due Date

                  
	 
      	 
      
	
                    $8,194.44

                  	
                    July
      1, 2009

                  
	
                    $8,194.44

                  	
                    August
      1, 2009

                  
	
                    $8,194.44

                  	
                    September
      1, 2009