fs1ex10iii_halberdcorp.htm


     

    Exhibit
10.3

     

    Chief
of Staff

    Services
Agreement

    


    


    THIS AGREEMENT made as of the 14th day of
November,
2008

    


    B
E T W E E N:

     

    River Star, LLC, or
nominee,

    (the
“Chief of Staff”)

    


    - and
-

     

    SellMyBusinessNow.com,
a Michigan Corporation;

    And,
any Subsidiary entities of

    SellMyBusinessNow.com

    (the
“Company”)

    


    IN CONSIDERATION OF the mutual
covenants, terms and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

    


    
      	
              1.  

            	
              Services.
      The Chief of Staff shall assist and advise the executives of the
      corporation, during the Term (as defined below) and provide the following
      services (the “Services”) to the Company, at such times as the Company may
      reasonably request:

            


    

    


    
      	
               
      

            	
              1.

            	
              Assist
      with Business Development;

            


    

    
      	
               
      

            	
              2.

            	
              Assist
      with SEC or regulatory compliance
matters

            


    

    
      	
               
      

            	
              3.

            	
              Liaise
      with legal and accounting professionals acting on behalf of the
      company;

            


    

    
      	
               
      

            	
              4.

            	
              Advise
      on potential mergers and acquisitions as the opportunities may
      arise;

            


    

    
      	
               
      

            	
              5.

            	
              Liaise
      with corporate finance groups;

            


    

    
      	
               
      

            	
              6.

            	
              Assist
      with any required Due Diligence matters;
and

            


    

    
      	
               
      

            	
              7.

            	
              Provide
      other such services to Company to assist them in achieving their specific
      operational, financial and growth needs as requested and agreed upon
      between the parties.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              Compensation.

            


    

    


    
      	
              (a)  

            	
              the
      Company shall pay to the Chief of Staff the sum of Seven
      Thousand Five Hundred ($7,500) Dollars per month for each month of the
      term (as hereinafter defined) of this agreement, with the first of such
      payments due upon signing of this
Agreement.

            


    

    
      	
              (b)  

            	
              The
      Company shall pay a comparable and standard bonus to the Chief of Staff
      for any capital raises that occur during the term of this contract.
      Company hereby agrees that the bonus shall due and payable immediately
      upon the Company receiving funds as a result of any capital
      raises.

            


    

    
      	
              (c)  

            	
              The
      Company shall issue the Chief of Staff shares in the Company, in an amount
      equivalent to Two Hundred and Fifty Thousand ($250,000.00) Dollars as soon
      as  practicable following the execution of this agreement, and
      shall deliver these shares to the Chief of Staff immediately upon any
      public registration of the company’s
stock;

            


    

    
      	
              (d)  

            	
              Chief
      of Staff shall be an Advisor to the Board of Directors effective
      immediately, and shall be nominated as a non-executive member of the Board
      of Directors during the first term of this
      Agreement.   Chief of Staff shall participate in all Board
      of Director Compensation once
elected.

            


    

    
      	
              (e)  

            	
              The
      Company shall reimburse the Chief of Staff for all reasonable expenses
      incurred in connection with its services regarding this
      Agreement.

            


    

    


    The
Company shall pay to the Chief of Staff the amount owing for each month, in
advance, on the 10th day of
each month for the term of this agreement. The Company shall pay all amounts as
called for herein to such place as directed by the Chief of Staff.

    


    
      	
              3.  

            	
              Term.
      This Agreement shall commence as of the date listed and shall remain in
      effect for Twelve (12) months (the “Term”), provided that
      the parties may, in writing, mutually agree to extend the Term.
      Notwithstanding the foregoing, this Agreement may be terminated at any
      time at the option of the Chief of Staff, upon the failure of the Company
      to comply with the covenants, terms and agreements of this Agreement; or
      upon the Company or Chief of Staff delivering a notice to the other of
      “failure to perform.”  In the event of the Company delivering a
      Failure to perform notice to the Chief of Staff, the Company shall include
      valid payment for services performed to date, and reimbursable amounts
      owed and any and all success fees
due.

            


    

    


    Upon
termination of this Agreement for any reason and upon request of the Company,
the Chief of Staff shall deliver to the Company all written or descriptive
matter which has been developed, maintained or copied by the Chief of Staff in
furtherance of this Agreement, or which may contain Confidential Information (as
defined below), including, but not limited to drawings, files, lists, plans,
blueprints, papers, documents, tapes or any other such media. The Chief of Staff
shall secure all such written or descriptive matter in locked files at all times
to prevent their loss or unauthorized disclosure, and to segregate Confidential
Information at all times from the material of others. In the event of loss or
destruction of any such written or descriptive matter, the Chief of Staff shall
promptly notify the Company of the particulars of the same in
writing.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Company
also agrees that any relationship brought to the Company by the Chief of Staff
is the property of the Chief of Staff. Further, any fund, fund manager or other
financial, legal, or other person or specialist brought to the Company by the
Chief of Staff and any funding brought to the Company by any such person
entitles the Chief of Staff to the bonus listed in Section 2(b)
above.

    


    
      	
              4.  

            	
              Confidential
      Information.

            


    

    


    
      	
              (a)  

            	
              For
      the purposes of this Agreement, the term “Confidential Information” means
      all information disclosed to, or acquired by, the Chief of Staff, its
      employees or agents in connection with, and during the term of this
      Agreement which relates to the Company’s past, present and future
      research, developments, systems, operations and business activities,
      including, without limiting the generality of the
    foregoing:

            


    

    


    
      	
              (i)  

            	
              all
      items and documents prepared for, or submitted to, the Company in
      connection with this Agreement, and

            


    

    


    
      	
              (ii)  

            	
              all
      information specifically designated by the Company as
      confidential;

            


    

    


    but shall
not include any information which was known to the Chief of Staff, its employees
or agents prior to the date hereof, or which was publicly disclosed otherwise
than by breach of this Agreement.

    


    
      	
              (b)  

            	
              The
      Chief of Staff acknowledges that pursuant to the performance of its
      obligations under this Agreement, it may acquire Confidential Information.
      The Chief of Staff covenants and agrees, during the Term and following any
      termination of this Agreement, to hold and maintain all Confidential
      Information in trust and confidence for the Company and not to use
      Confidential Information other than for the benefit of the Company. Except
      as authorized in writing by the Company, the Chief of Staff covenants and
      agrees not to disclose any Confidential Information, by publication or
      otherwise, to any person other than those persons whose services are
      contemplated for the purposes of carrying out this Agreement, provided
      that such persons agree in writing to be bound by, and comply with the
      provisions of this paragraph. The Chief of Staff shall obtain similar
      covenants and agreements to those contained in this paragraph for the
      benefit of the Company from each of its employees or agents who are, or
      may be, exposed to Confidential
Information.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
              5.  

            	
              Warranties.
      The Chief of Staff represents and warrants as
  follows:

            


    

    


    
      	
              (a)  

            	
              That
      it is under no obligation or restriction, nor will it assume any such
      obligation or restriction, which would in any way interfere or be
      inconsistent with, or present a conflict of interest concerning the
      services to be furnished by it under this
  Agreement.

            


    

    


    
      	
              (b)  

            	
              That
      all items delivered to the Company pursuant to this Agreement are original
      and that no portion of such items, or their use or distribution, violates
      or is protected by any copyright or similar right of any third
      party.

            


    

    


    
      	
              (c)  

            	
              That
      any information disclosed by the Chief of Staff to the Company is not
      confidential and/or proprietary to the Chief of Staff and/or any third
      party.

            


    

    


    The
Company represents, warrants and acknowledges as follows:

    


    
      	
               
      

            	
              (a)  

            	
              that
      the Chief of Staff provides similar services to various other companies,
      and that the time spent delivering services will vary depending on the
      tasks at hand.

            


    

    
      	
              (b)  

            	
              that
      there is no specific time allotted to the Company's requirements by the
      Chief of Staff;

            


    

    
      	
              (c)  

            	
              that
      the services to be provided to the Company will be provided as necessary,
      in the Chief of Staffs sole
discretion.

            


    

    


    
      	
              6.  

            	
              Trade
      Marks and Trade Names. Notwithstanding any other provision of this
      Agreement, the Chief of Staff shall have no right to use the Trade Marks
      or Trade Names of the Company or to refer to this Agreement or the
      Services, directly or indirectly, in connection with any product, service,
      promotion or publication without the prior written approval of the
      Company.

            


    

    


    
      	
              7.  

            	
              Notices.
      All notices, requests, demands or other communications required by this
      Agreement or desired to be given or made by either of the parties to the
      other hereto shall be given or made by fax or email to the last known fax
      or email address, and such communication shall constitute valid delivery
      of any notice as required
hereunder.

            


    

    


    
      	
              8.  

            	
              Chief
      of Staff’s Agreement With its Employees. The Chief of Staff shall
      have an appropriate agreement with each of its employees or others whose
      services it may require, which Agreement shall be sufficient to enable it
      to comply with all the terms of this
Agreement.

            


    

    


    
      	
              9.  

            	
              Compliance
      With Laws. The parties hereto and their officers, directors,
      employees, and contractors agree that each shall comply with all
      applicable laws, ordinances, regulations and codes in the performance of
      its obligations under this Agreement. The parties hereto further agree to
      hold each other harmless and indemnify each other against any loss or
      damage to include reasonable legal or other solicitor’s fees that may be
      sustained by reason of the failure of either party or their respective
      employees, agents or subcontractors to comply with such laws, ordinances,
      regulations and codes.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              10.  

            	
              Entire
      Agreement. This Agreement sets forth the entire Agreement between
      the parties hereto and replaces all previous Agreements in connection with
      the subject matter hereof.  No alteration, amendment or
      qualification of this Agreement shall be valid unless it is in writing and
      is executed by both of the parties
hereto.

            


    

    


    
      	
              11.  

            	
              Severability.
      If any paragraph of this Agreement or any portion thereof is determined to
      be unenforceable or invalid by the decision of any court by competent
      jurisdiction, which determination is not appealed or appealable, for any
      reason whatsoever, such unenforceability or invalidity shall not
      invalidate the whole Agreement, but the Agreement shall be construed as if
      it did not contain the particular provision held to be invalid and the
      rights and obligations of the parties shall be construed and enforced
      accordingly.

            


    

    


    
      	
              12.  

            	
              Further
      Assurances. The parties hereto covenant and agree that each shall
      and will, upon reasonable request of the other, make, do, execute or cause
      to be made, done or executed, all such further and other lawful acts,
      deeds, things, devices and assurances whatsoever for the better or more
      perfect and absolute performance of the terms and conditions of the this
      Agreement.

            


    

    


    
      	
              13.  

            	
              Successors
      and Assigns. The Chief of Staff may assign this Agreement or any
      interest herein or subcontract the performance of any Services, at its
      sole discretion to a Nominee, without the prior written consent of the
      Company. This Agreement shall inure to the benefit of and be binding on
      the heirs, executors, administrators, successors and permitted assigns of
      the parties hereto.

            


    

    


    
      	
              14.  

            	
              Governing
      Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of
  Michigan.

            


    

    


    
      	
              15.  

            	
              Relationship.
      The Chief of Staff shall perform the Services as an independent
      contractor. Nothing contained in this Agreement shall be deemed to create
      any association, partnership, joint venture, or relationship of Company
      and agent or employer and employee between the parties hereto or to
      provide either party with the right, power or authority, whether express
      or implied, to create any such duty or obligation on behalf of the other
      party. The Chief of Staff also agrees that it will not hold itself out as
      an affiliate of or partner, joint venturer, co-Company or co-employer with
      the Company, by reason of the Agreement and that the Chief of Staff will
      not knowingly permit any of its employees, agents or representatives to
      hold themselves out as, or claim to be, officers or employees of the
      Company by reason of the Agreement. In the event that the Company is
      adjudicated to be a partner, joint venturer, co-Company or co-employer of
      or with the Chief of Staff, the Company shall indemnify and hold harmless
      the Chief of Staff from and against any and all claims for loss, liability
      or damages arising therefrom.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              16.  

            	
              Construction.
      In this Agreement, except as otherwise expressly provided, all words and
      personal pronouns relating thereto shall be read and construed as the
      number and gender of the party or parties referred to in each case require
      and the verb shall be read and construed as agreeing with the required
      word and pronoun.

            


    

    


    
      	
              17.  

            	
              Headings.
      The division of this Agreement into paragraphs and the use of headings is
      for convenience of reference only and shall not modify or affect the
      interpretation or construction of this Agreement or any of its
      provisions.

            


    

    


    


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    IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first above
written.

    


    Legal
Company Name:
_________________________________________________________

    


    


    Complete
Legal Address:
_______________________________________________________

    


    _____________________________________________________

    


    


    Officer
or Chairman Name:
_____________________________________________________

    (Print)

    


    


    Signature
of CEO or Chairman: /s/ John
Maddox                                                            
  

    


    


    


    


    


    River
Star, LLC

    


    


    


    By:   /s/ Nicholas A. Cocco                               


    Nicholas A. Cocco

    Managing Director

    
 

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