ex_1013.htm


    
      

      

    

    EXHIBIT
      10.13

     

     

    Coregenic
      / PocketFinder

     

    PocketFinder
      Branding and Website - Contract Agreement

     

    This
      Agreement is made as of September 20, 2006 by and between Coregenic having
      offices at 2575 McCabe Way, Irvine, California (“Coregenic LLC”) and
      PocketFinder, having offices at 4999 E. La Palma Ave, Anaheim, California
      (“PocketFinder”).

     

    Consulting
      Services

     

    1.           Coregenic
      will design and create:  Logo identity mark visual design, Corporate
      color palette visual design, Brand style guideline document.  Logo
      identity mark usage guideline document, Corporate stationary identity package
      visual design:  (Business Card, Letterhead, Envelope), Website
      production, front-end programming and development, Information architecture
      design and development, Content production and development (Copywriting,
      Marketing content design), Customer account user interface and experience
      design, Pocket Finder Locator user interface and experience design, Spanish
      /
      French Canadian website content language translation and implementation, and
      Language selection data mining / logging system.

     

    2.           Unless
      otherwise agreed in writing by the parties, the term of this Agreement will
      commence on the date specified in the Schedule (below).

     

    Reporting
      and Meetings

     

    3           PocketFinder,
      or a designated representative, shall be available to meet with Coregenic when
      reasonably required by Coregenic for the purposes of discussing the status
      of
      the Services.

     

    4           Coregenic
      will meet regularly with PocketFinder (by remote communication facility if
      necessary) and report to PocketFinder on the status of the
      Services.  One meeting per week (or more if so desired) will be set
      for the remainder of the project cycle to discuss project directions and report
      on project status.

     

    Consulting
      Rates, and Other Expenses

     

    5.           Coregenic
      will provide Services to PocketFinder and will charge PocketFinder the fixed
      price as specified in this Agreement.

     

    6.           Coregenic
      will not use the Means of Access (or any other methods of remote access) to
      access the Facilities for any purpose other than to provide the
      Services.

     

    7.           Coregenic
      will take the following steps to ensure the security of the Facilities (insofar
      as the use of Coregenic’s systems and the Means of Access are
      concerned):

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    a)           ensuring
      that no passwords are stored in easily recognizable form on Coregenic’s own
      systems in circumstances where a breach of Coregenic)s own internal security
      may
      reveal them;

     

    b)           ensuring
      that only those employees and contractors of Coregenic who are required to
      access the Facilities using Coregenic)s systems and the Means of Access are
      able
      to do so;

     

    c)           ensuring
      that the Facilities are not capable of being accessed by a system or user,
      which
      transits Coregenic’s own systems.

     

    8.           The
      cost of any Products (including any licensing that Coregenic is required to
      pay
      to obtain a sub-license in favor of the PocketFinder for any third party
      software) together with Coregenic’s own charge that it levies for handling
      and/or obtaining any relevant sub-licenses shall be a part of the fixed price
      of
      this Agreement.

     

    Payment
      of Invoices

     

    9.           PocketFinder
      shall pay an initial deposit (Phase I) of $11,960 to Coregenic to start the
      project, with a second (Phase II) payment of $3,500, with a third (Phase 111)
      payment of $4,225, with a final payment (Phase TV) of $4,225 upon
      completion.

     

    10.           This
      Agreement shall be governed by the Confidentiality/ Non-Disclosure Agreement
      by
      and between PocketFinder and Coregenic LLC on September 20, 2006 (attached
      to
      and made a part hereof as Exhibit A to this Agreement).  The terms of
      this Agreement shall be enforceable on Coregenic)s and all of its employees
      as
      it is enforceable on PocketFinder Paragraph 9 of Exhibit A shall be changed
      to
      read as follows;  “This Agreement and its obligations of non-use and
      non-disclosure shall terminate as of February 2, 2010.”

     

    Intellectual
      Property

     

    11.           Unless
      otherwise agreed in writing by Coregenic, the copyright and all other rights
      relating to any software provided to PocketFinder by or on behalf of Coregenic
      pursuant to this Agreement (the “Intellectual Property”) will become the
      property of PocketFinder. Coregenic will hereby transfer all copyrights of
      work
      done under the “schedule” to PocketFinder upon payment in full.

     

    12.           Upon
      payment in full for the Services provided by or on behalf of Coregenic pursuant
      to this Agreement, Coregenic grants PocketFinder an exclusive and transferable
      perpetual license to use the Intellectual Property for PocketFinder’s own
      business purposes, and in the case of the third party software, will obtain
      a
      sub-license in favor of the PocketFinder.

     

    13.           Coregenic
      warrants to the PocketFinder that to the best of its knowledge, it has the
      right
      to grant the licenses referred to in this Agreement, and the use by PocketFinder
      of any software provided by Coregenic will not infringe the rights of any third
      party terms.

     

    14.           Coregenic
      also grants PocketFinder the right to copy the Intellectual Property for the
      purposes of staff and subcontractor education and system backups.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    15.           PocketFinder
      must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer
      any part of any software that is provided to PocketFinder by Coregenic without
      Coregenic’s prior written consent terms.  All code change requests
      must be entered into the Coregenic project management system.  This
      methodology is to be followed by PocketFinder to communicate with the Coregenic
      development team.  This procedure is in place to protect both
      parties’.

     

    16.           PocketFinder
      will indemnify and hold harmless Coregenic and its partners for any patent
      that
      his software may infringe.  Take no responsible of any intellectual
      property for and technology for PocketFinder.

     

    Liability

     

    17.           Certain
      provisions relating to the trading of goods and services and other statutes,
      rules and regulations in the USA may imply certain non-excludable warranties
      or
      conditions.  To the extent that they are not permitted to be excluded,
      (Coregenic’s liability for breach of such conditions or warranties and
      PocketFinder’s remedy In relation to such breaches shall be limited
      to:

     

    a)           in
      the case of Products or software or other goods supplied by Coregenic, at
      Coregenic’s option:

     

    i)           the
      replacement or repair of those Products or software or goods, or the supply
      of
      equivalent goods; or

     

    ii)           the
      payment of the cost of replacing or repairing the Products or software or goods
      or of acquiring equivalent goods; and/or

     

    b)           in
      the case of Services, at Coregenic’s option:

     

    i)           supplying
      the Services again; or

     

    ii)           the
      payment of the cost of having the Services supplied again.

     

    Assistance
      and Facilities

     

    19.           The
      PocketFinder will provide Coregenic with all reasonable assistance and
      facilities free of charge (Including without limitation of the Means of Access
      and the other Items referred to In the Schedule, office facilities, and liaison
      with the necessary officers and employees of the PocketFinder) in order to
      permit Coregenic to efficiently provide the Services.

     

    No
      Poaching

     

    20.           PocketFinder
      undertakes to Coregenic that It will not for a period of two years from the
      termination of this Agreement entice away or endeavor to entice away from
      Coregenic any employee of Coregenic.  PocketFinder acknowledges that
      the prohibition and restriction contained in this clause are reasonable in
      the
      circumstances and necessary to protect the business of Coregenic.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    General

     

    21.           Any
      notice required or contemplated by this Agreement shall be deemed to have been
      duly given if it is in writing, properly addressed and delivered personally
      or
      mailed by registered or certified mail, postage prepaid addressed or by fax
      or
      electronic mail to PocketFinder or Coregenic at the address set out in the
      Schedule or this Agreement or such other address nominated by a party in
      writing.

     

    22.           Coregenic
      may arrange for subcontractors to perform any of Coregenic’s obligations under
      this Agreement.

     

    23.           Coregenic
      will not be liable to the PocketFinder or to any third party for any
      nonperformance or delay in the performance of its obligations under this
      Agreement, if events or conditions beyond its reasonable control cause the
      non-performance or delay and Coregenic provide PocketFinder prompt notice
      thereof.

     

    24.           This
      Agreement shall be governed by the laws of the State of California

     

    
      	
              Means
                of Remote Access:

            	
              PocketFinder
                office staff will have access to Coregenic’s client system, which will
                allow access to project status, files, and communications
                systems.

            
	 	 
	
              Restrictions
                on Remote Access:

            	
              None

            
	 	 
	
              The
                Items to be provided by the Customer:

            	
              Complete
                product photography, copywriting, product information and specifications,
                Model photos high-resolution, Product photos high-resolution, General
                website photos high resolution, PocketFinder company brand materials
                including style guide, brand guide, logo guide, all current collateral
                print materials and high resolution company logo in vector
                format.  PocketFinder will develop help
                content.

            


    

     

    Exhibit
      A
      - Schedule

     

    
      PocketFinder
        consumer brand Identity

       

      
        	
                A.)

              	
                Competitor,
                  marketplace research and analysis in relation to brand
                  development

              


      

      
        	
                B.)

              	
                Logo
                  identity mark visual design

              


      

      
        	
                C.)

              	
                Corporate
                  color palette visual design

              


      

      
        	
                D.)

              	
                Brand
                  style guideline document

              


      

      
        	
                E.)

              	
                Logo
                  identity mark usage guideline
                  document

              


      

      
        	
                F.)

              	
                Corporate
                  stationary identity package visual design:  Business Card,
                  Letterhead, Envelope

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

    

    
      	
              Task

            	 	
              Est.
                Hrs

            	 	 	
              $
                Per Hr

            	 	 	
              Sub
                Total

            	 	 	
              X
                % 

              overhead
                (-/+)

            	 	 	
              Total

            	 
	
              Phage
                1 - Brand Exploration, R&D

            	 	 	
              5

            	 	 	$	
              100.00

            	 	 	$	
              500.00

            	 	 	 	 	 	 	 
	
              Phage
                II - Strategy

            	 	 	
              5

            	 	 	 	
              100.00

            	 	 	 	
              500.00

            	 	 	 	 	 	 	 
	
              Phase
                III - Visual Design

            	 	 	
              30

            	 	 	 	
              100.00

            	 	 	 	
              3000.00

            	 	 	 	 	 	 	 
	
              Phase
                IV - Application

            	 	 	
              25

            	 	 	 	
              100.00

            	 	 	 	
              2500.00

            	 	 	 	 	 	 	 
	
              Phage
                V -– Implementation

            	 	 	
              53

            	 	 	 	
              100.00

            	 	 	 	
              500.00

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	$	
              7000.00

            	 	 	 	+10	%	 	$	
              7700.00

            	 
	 	 	 	 	 	 	 	 	 	 	$	
              7000.00

            	 	 	 	+10	%	 	$	
              6300.00

            	 


    

     

    
      Exhibit
        B
        - Schedule

       

      
        	
                A.)

              	
                Competitor,
                  marketplace research and analysis

              


      

      
        	
                B.)

              	
                User
                  interface prototyping, case studies,
                  wireframes

              


      

      
        	
                C.)

              	
                Website
                  visual design

              


      

      
        	
                C.)

              	
                Website
                  production, front-end programming and
                  development

              


      

      
        	
                D.)

              	
                Information
                  architecture design and development

              


      

      
        	
                E.)

              	
                Content
                  production and development (Copywriting. Marketing content
                  design)

              


      

      
        	
                F.)

              	
                Customer
                  account user interface and experience
                  design

              


      

      
        	
                G.)

              	
                PocketFinder
                  Locator user interface and experience
                  design

              


      

      
        	
                H.)

              	
                Spanish
                  / French Canadian website content language translation and
                  implementation

              


        	I.)	
                Language
                  selection data mining / logging
                  system

              


      

       

      
        
          
            
              	
                      Task

                    	 	 	
                      Est.
                        Hrs 

                    	 	 	 	
                      $
                        Per Hr 

                    	 	 	 	
                      Sub
                        Total 

                    	 	 	
                      X
                        % 

                      overhead
                        (-/+)

                    	 	 	
                      Total

                    	 
	
                      Project
                        Exploration / R & D

                    	 	 	
                      4

                    	 	 	$	
                      100.00

                    	 	 	$	500.00	 	 	 	 	 	 	 
	
                      Information
                        Design

                    	 	 	
                      8

                    	
                       

                    	 	 	
                      100.00

                    	 	 	 	
                      500.00

                    	 	 	 	 	 	 	 
	
                      Visual
                        Design

                    	 	 	
                      30

                    	 	 	 	
                      100.00

                    	 	 	 	3000.00	 	 	 	 	 	 	 
	
                      Flash
                        / Media Assets

                    	 	 	
                      20

                    	 	 	 	
                      100.00

                    	 	 	 	2000.00	 	 	 	 	 	 	 
	
                      Production

                    	 	 	
                      24

                    	 	 	 	
                      100.00

                    	 	 	 	
                      2400.00

                    	 	 	 	 	 	 	 
	
                      Programming

                    	 	 	
                      32

                    	 	 	 	
                      100.00

                    	 	 	 	
                      3200.00

                    	 	 	 	 	 	 	 
	
                      Usability
                        Testing

                    	 	 	
                      4

                    	 	 	 	
                      100.00

                    	 	 	 	
                      400.00

                    	 	 	 	 	 	 	 
	
                      Competitive
                        Analysis

                    	 	 	
                      2

                    	 	 	 	
                      100.00

                    	 	 	 	
                      200.00

                    	 	 	 	 	 	 	 
	
                      Copywriting

                    	 	 	
                      10

                    	 	 	 	
                      100.00

                    	 	 	 	
                      1000.00

                    	 	 	 	 	 	 	 
	
                      Language
                        Translation (Human)

                    	 	 	
                      30

                    	 	 	 	
                      100.00

                    	 	 	 	
                      3000.00

                    	 	 	 	 	 	 	 
	
                      QA
                        / Testing

                    	 	 	
                      4

                    	 	 	 	
                      100.00

                    	 	 	 	
                      400.00

                    	 	 	 	 	 	 	 
	
                      Deployment

                    	 	 	
                      3

                    	 	 	 	
                      100.00

                    	 	 	 	
                      300.00

                    	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	$	
                      16900.00

                    	 	 	 	+10	%	 	$	
                      18950.00

                    	 
	 	 	 	 	 	 	 	 	 	 	$	
                      18590.00

                    	 	 	 	+10	%	 	$	
                      15210.00

                    	 


            

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

    
      
        	
                Payment
                  Schedule:

              	 
	 	 
	
                Payment
                  Schedule / Milestones Due Dates

              	
                Amount:

              
	 	 
	
                Initial
                  Deposit - Project Start

              	
                $116950
                  - September 20th

              
	
                Second
                  phase - Completion of Branding

              	
                $3,500
                  - October 20th

              
	
                Third
                  Phase - Visual design completion

              	
                $46225
                  - November 13th

              
	
                Fourth
                  Phase - Site Delivery

              	
                $4,225
                  - December 4th

              
	 	 
	
                On
                  completion, website will be uploaded to Coregenic’s staging server for
                  review. Website will not be uploaded to live production web server
                  until
                  final payment is received.

              	 
	 	 
	
                 

              	
                Total
                  - $23,900

              


      

    

     

    
      	Signed
              on Behalf of    	 	 	Signed
              on behalf of	 
	(Coregenic
              LLC) 	 	 	(PocketFinder)	 
	Name:  Michael
              Beydler	 	 	Name:  Joseph
              Scalisi	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Michael
                Beydler   

            	 	 	
              /s/
                Joseph
                Scalisi

            	 
	
              Title:  CEO   

            	 	 	
              Title:  President

            	 
	Date:  9/20/06  	 	 	Date:  9/20/06  	 


    

     

     

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