Exhibit
10.1


 


TechCFO


 


Consulting
Services Agreement


 


Services performed by
TechCFO - San Francisco, LLC are governed by the general terms and conditions
attached.  Agreement to the terms and
conditions is indicated by specification of the required information below and
signature of authorized agents for both TechCFO - San Francisco, LLC, and World
Poker Tour Enterprises, Inc. (hereinafter, “Client”).


 


	
  Effective Date
  of this Agreement:

  	
  September 2, 2009

  	
   

  
	
  Termination Date
  of this Agreement:

  	
  December 31, 2009

  	
   

  



 


 


	
  Client Executive Contact:

  	
  TechCFO – San Francisco Client
  Executive:

  
	
   

  	
   

  
	
  Name:

  	
  Steve Lipscomb

  	
   

  	
  Name:

  	
  John Simonelli

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  5700 Wilshire
  Boulevard, Ste 350 

  Los Angeles, CA 90036

  	
   

  	
  Address:

  	
  2644 Sundance Court 

  Walnut Creek, CA 94598

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  323-330-9844

  	
   

  	
  Telephone:

  	
  925-330-2442

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
  slipscomb@worldpokertour.com

  	
   

  	
  Email:

  	
  john.simonelli@techcfo.com

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executed by Client:

  	
   

  	
  Executed by TechCFO – San
  Francisco, LLC:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Adam Pliska

  	
   

  	
  Signature:

  	
  /s/ John Simonelli

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  September 1, 2009

  	
   

  	
  Date:

  	
  September 2, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Adam Pliska

  	
   

  	
  Printed Name:

  	
  John Simonelli

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General Counsel

  	
   

  	
  Title:

  	
  Managing Director

  



 


	
  Confidential

  	
  September
  2009

  



 


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Terms
and Conditions


 


1.              Consulting Services


 


TechCFO
— San Francisco, LLC (“TechCFO”) will provide consulting services ordered by
Client under the terms and conditions of this Consulting Services Agreement
(Agreement) and any relevant proposal or work order.  Any changes to the Agreement shall be
documented and approved by TechCFO and Client in writing and attached to the
Agreement.  Scheduled service dates will
be agreed upon mutually, subject to availability of TechCFO personnel.


 


2.              Status of Parties


 


TechCFO
and its principals, employees, agents and subcontractors (collectively, “Consultants”)
shall be, and at all times during this Agreement shall remain, an independent
contractor vis-à-vis the Client. 
Consultants shall not have any rights to the Client’s usual employee
fringe benefits, including, but not limited to, worker’s compensation benefits,
and in no event is any contract of agency or employment intended.  Except to the extent authorized by the Client’s
Board of Directors, Consultants shall have no authority to bind, obligate or
commit the Client by any agreement, promise or representation in any manner
whatsoever.


 


3.              Incidental Expenses


 


For
any onsite services requested by Client, Client shall reimburse TechCFO for
actual, reasonable travel, lodging and out-of-pocket expenses incurred to the
extent not previously agreed as part of overall fees.  Travel expenses shall be in accordance with
Client’s standard travel policy. 
Invoices shall reflect this policy.


 


4.              Fees, Invoicing and Payments


 


TechCFO’s
fees will be $8,000 per month, which shall not be inclusive of recurring travel
expenses for commuting from Northern California to the Client’s offices, which
shall be borne by Client.  The fees are
subject to periodic adjustment as may be agreed by the parties to reflect any
change in scope of the consulting services. 
The initial services will encompass normal course, part-time CFO
activities for the Client and are expected to require approximately 6 days per
month.  These services will be performed
through a combination of onsite and offsite efforts with the allocation to be
determined between TechCFO and Client over the course of the Term.


 


Invoices
will normally be issued on a monthly basis, unless otherwise provided.  Fees for services shall be payable when
invoiced, and shall be deemed overdue if they remain unpaid 31 days after the
date of invoice.  If Client’s procedures
require that an invoice be submitted against a purchase order before payment
can be made, Client will be responsible for issuing such purchase order 30 days
before the payment due date.  Payments
are due regardless of any third party action or responsibilities.


 


	
  Remit to
  Address:

  	
  TechCFO, LLC

  
	
   

  	
  1911 Grayson Highway,
  Suite 8/122

  
	
   

  	
  Grayson, GA 30017

  



 


5.              Term of Agreement


 


The
term of this Agreement shall be through December 31, 2009, and shall renew
for subsequent one year terms unless TechCFO is notified by Client in writing a
minimum of thirty (30) days prior to the expiration of the then-current
term.  TechCFO agrees that John Simonelli
shall be subject to a background investigation and if the Client’s Board of
Directors deems the outcome of the investigation problematic with the continued
engagement of Mr. Simonelli in its good faith discretion, Client may
terminate this Agreement without further obligations going forward (other than
any outstanding Fees due and owing TechCFO at the time of termination).


 


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6.              Client Obligations


 


As
part of this engagement, you will furnish or make available any company
financial information and provide access to necessary personnel required to
complete the engagement.  Our fees are
based on anticipated cooperation from your personnel and the assumption that
unexpected circumstances will not be encountered during the engagement.  Other resources, such as Internet access
while present on Client premises and adequate work space facilities, shall be
as agreed with Client.  If significant
unexpected circumstances occur, we will discuss it with you and arrive at a new
fee estimate before we incur the additional costs.


 


7.              Changes in Scope


 


Any
changes in scope shall be mutually agreed upon prior to commencement of the
change.  This includes any required
changes in funding and schedule.  TechCFO
will provide an estimate for the change in a timely manner and the Client shall
approve or disapprove this change in a timely manner.


 


8.              Taxes


 


The
fees quoted do not include taxes.  If
TechCFO is required to pay any federal, state, or local taxes based on the
services provided under this Agreement, such taxes, except taxes based on
TechCFO’s income, shall be billed to and paid by the Client.  It is currently contemplated that TechCFO’s
services are of that of an independent contractor and no taxes shall be due.


 


9.              Rights to Work Product


 


With
the exception of all tools, business processes or work products brought into
the engagement by TechCFO, all deliverables under this Agreement shall be
considered works-made-for-hire (“Deliverables”) and all ownership rights
relating to the Deliverables shall vest in Client.  Nothing herein shall be construed to grant
TechCFO any right or license to use the confidential, proprietary information
of Client.


 


10.       Warranty


 


TechCFO
warrants that its services hereunder will be of a professional quality,
conforming to generally accepted industry standards and practices.  Any modifications made to product or services
provided by TechCFO that are not authorized and executed by TechCFO, or the
original manufacturer, shall void the warranty.


 


11.       Limitations on Warranty


 


The
warranty above is exclusive and in lieu of all other warranties, whether
express or implied, including the implied warranties of merchantability and
fitness for a particular purpose.  The
stated warranty is valid for a period of thirty (30) days from the date of task
completion or until the client acceptance document, if applicable, is executed,
whichever occurs earlier.  Should the
client acceptance document not be executed within thirty (30) days of the completion,
the task shall be deemed accepted.


 


12.       Exclusive Remedy


 


For
any breach of the above warranty, Client’s exclusive remedy, and TechCFO’s
entire liability, shall be the reperformance of the services.  In order to receive warranty remedies, deficiencies
in the services must be reported to TechCFO in writing within 90 days of
completion of those services.  If TechCFO
is unable to perform the services as warranted within 45 days after
notification, Client shall be entitled to recover the fees paid to TechCFO for
such deficient services.


 


13.       Termination of Agreement


 


Either
party can terminate this Agreement without cause upon thirty (30) days written
notice to the other party prior to the expiration of the then-current
term.  Either party can terminate this
Agreement for cause if either party considers the other party is not performing
its obligations according to this Agreement and provides written notice to the
other party of such non-performance.  The
party receiving such written notice will have fifteen (15) days from the date
of notice receipt to correct the situation. 
If this situation is not corrected, the Agreement can be terminated
immediately upon written notice.  Client
is obligated and agrees to pay for services provided through the date of
termination.


 


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14.       TechCFO Consultants


 


TechCFO
warrants that all Consultants sent to the Client facility will act in
accordance with good business ethics and behaviors.  Additionally, TechCFO will ensure that all
Consultants assigned to the Client will be fully qualified to perform the task
contracted for.  If for any reason the
Client feels that the TechCFO Consultant is not technically qualified, TechCFO
will investigate the claim and provide substitute Consultant to the Client at
no additional cost.  If the Client
requests a TechCFO Consultant be replaced for any reason other than job
performance, a cost may be incurred. 
This cost will be mutually agreed to at the time.


 


15.       Force Majeure


 


Neither
party shall be responsible for any failure to perform or delay in performing
any of its obligations under this Agreement where and to the extent that such
failure or delay results from causes outside the reasonable control of the
party.  Such causes shall include,
without limitation, Acts of God or of the public enemy, acts of the government
in either its sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, freight embargoes, civil commotions, or the like.  Notwithstanding the above, strikes and labor
disputes shall not constitute an excusable delay for either party under this
Agreement.


 


16.       Non-Solicitation of Employees


 


Each
party agrees not to solicit, offer or promise employment or employ the other
party’s personnel during and for a period of one (1) year following
termination of this Agreement for any reason, unless written consent is
received from the non-hiring party.


 


17.       Limitation of Liability


 


In no
event shall either party be liable for any indirect, incidental, special or
consequential damages, including loss of profits, revenues, data, or use,
incurred by either party or any third party, whether in an action in contract
or tort, even if the other party or any other person has been advised of the
possibility of such damages.  TechCFO’s
liability for damages hereunder shall in no event exceed the amount of fees
paid by Client under this Agreement for the relevant services.


 


18.       Indemnification


 


Client
shall indemnify and hold TechCFO harmless against any and all third party
claims, costs, expenses, losses and liabilities claimed by third parties,
arising out of the products or services referenced in this Agreement.


 


19.       Nondisclosure


 


By
virtue of this Agreement, the parties may have access to information that is
confidential to one another (“Confidential Information.”) For purposes of this
Agreement, “Confidential Information” may include, but is not limited to,
information regarding proprietary products, potential product and/or service
offerings, source code, documentation, customer names, customer data, business
plans, financial analysis, future plans and pricing, the marketing or promotion
of any product, and business policies and practices.  The parties agree, both during the term of
this Agreement and for a period of two years after termination, for any reason,
of this Agreement and of all work orders hereunder, to hold each other’s
Confidential Information in strict confidence. 
The parties agree not to make each other’s Confidential Information
available in any form to any third party or to use each other’s Confidential
Information for any purpose other than the performance of this Agreement.  Each party agrees to take all reasonable
steps to ensure that Confidential Information is not disclosed or distributed
in violation of the provisions of this Agreement, except a disclosure  pursuant to any judicial or government
request or order.


 


20.       Arbitration


 


Any
controversy, dispute or claim of whatever nature arising out of, in connection
with, or in relation to the interpretation, performance or breach of this
agreement, including any claim based on contract, tort, or statute, shall be
resolved, at the request of any party to this agreement, by final and binding
arbitration conducted at a location determined by the arbitrator in California
administered by and in accordance with the then existing rules and
procedures of the American Arbitration Association, and judgment upon any
reward rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof.


 


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21.       Notice


 


Any
notice required or permitted to be given by one party to the other shall be
deemed to be given when notice is mailed via certified mail with the United
States Postal Service with sufficient postage prepaid, or by recognized courier
service with verification of delivery, addressed to respective party to whom
notice is intended at the address specified above in this Agreement.


 


22.       Governing Law


 


This
Agreement shall be governed by the laws of the State of California, without
regard to its choice of laws rules.  Any
dispute arising out of or relating to this Agreement shall be determined by a
federal or state court in the State of California, and in no other forum.  The parties hereby submit to the jurisdiction
of such courts.


 


23.       Severability


 


If any
provision of this Agreement is held by final judgment of a court of competent
jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or
unenforceable provision shall be severed from the remainder of this Agreement,
and the remainder of this Agreement shall be enforced.  In addition, the invalid, illegal or
unenforceable provision shall be deemed to be automatically modified, and, as
so modified, to be included in this Agreement, such modification being made to
the minimum extent necessary to render the provision valid, legal and
enforceable.  Notwithstanding the
foregoing, however, if the severed or modified provision concerns all or a
portion of the essential consideration to be delivered under this Agreement by
one party to the other, the remaining provisions of this Agreement shall also
be modified to the extent necessary to equitably adjust the parties’ respective
rights and obligations hereunder.


 


24.       Entire Agreement


 


This
Agreement constitutes the complete agreement between the parties and supersedes
all previous agreements or representations, written or oral, with respect to
the services and developments described herein. 
This Agreement may not be modified or amended except in writing signed
by a duly authorized representative of each party.   This Agreement may be executed in
counterparts.  Facsimile transmissions of
the signature page shall be binding upon the parties.


 


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