FIND Findex Com Inc (CE)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 10, 2015

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Section 1 - Registrant’s Business and Operations.

Item 1.01

Entry into a Material Definitive Agreement.

On November 10, 2015, the Company entered into a certain business development consulting agreement with J.N.B., LLC. (“JNB”), a private Florida based advisory services firm, pursuant to which JNB will be working with us in connection with the development and cultivation of a broad array of strategically valuable relationships with potential industrial partners and customers, principally in relation to our EcoSmart oil and gas vertical markets. The agreement calls for twelve fixed obligation payments totaling $170,500 to be made by us to JNB over the next twelve months, half of which amount is payable during the 90 day period following the date of this Current Report on Form 8-K.

The foregoing description of the business development consulting agreement with JNB is merely a brief summary of certain of its key terms and is qualified in its entirety by reference to the specific provisions of such agreement, a copy of which is filed as Exhibit 10.47 to this Current Report on Form 8-K and incorporated by reference herein.

Section 9 – Financial Statements and Exhibits.

Item 9.01

Financial Statements and Exhibits.

The following exhibits are filed herewith:

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 16, 2015

 

 

 

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Exhibit 10.47

November 10, 2015

Findex.com, Inc.

1313 South Killian Drive

Lake Park, FL 33403

Gentlemen:

J.N.B., LLC., located at the address set forth below (“Advisor”), is pleased to be retained on the terms and conditions set forth in this letter of engagement (“Engagement Letter”) as a consultant to your company, Findex.com, Inc., a Nevada corporation (the “Company”), to assist in a variety of areas relating to the strategic and business developmental growth of the Company in the oil & gas markets (the “Engagement”).

For the Term of Engagement (as hereinafter defined), and with your general knowledge and consent, we agree to provide to the Company a range of business relationship-based consultative and related services which may, but which will not necessarily, include the following: (i) identifying and introducing prospective new customers and licensees for the Company’s products within and throughout the global oil and gas industrial sectors, (ii) identifying and introducing potential distributors, marketing alliance and/or marketing joint-venture partners for the Company’s products within and throughout the global oil and gas industrial sectors, (iii) identifying and introducing potential merger, acquisition, or other combination target companies and/or individual business lines for the Company, (iv) identifying potential suppliers and vendors for the Company, and/or (v) identifying and introducing potential sources of strategic and related financing for the Company.

The Engagement shall be effective for a period of twelve (12) months, commencing on the date first appearing above (the “Initial Term of Engagement”), and shall automatically renew thereafter on a month-to-month basis (“Renewal Periods”), subject to the right of the Company and/or Advisor to terminate the Engagement (“Termination”) as of the end of any given 30-day period by giving written notice to the other party at least five (5) business days prior to the end of the then-current 30-day period (the Initial Term of Engagement and any Renewal Periods shall be referred to as the “Term of Engagement”).

In consideration for the services rendered by Advisor to the Company pursuant to the Engagement, the Company shall compensate Advisor with (i) an amount equal to eighty five thousand dollars (USD$85,000), payable in three equal cash installments of twenty eight thousand three hundred thirty three dollars (USD$28,333) on each of December 10, 2015, January 10, 2016 and February 10, 2016 and (ii) unless otherwise agreed to in writing between Advisor and the Company, a monthly retainer thereafter for each and every month that the Engagement continues in an amount equal to nine thousand five hundred dollars (USD$9,500), payable on the 30th day of each month for the month then ending.

Unless otherwise agreed to in writing by the Company in relation to any specific expense, Advisor shall bear exclusive responsibility for all expenses incurred by him in connection with the performance of his services under this Engagement Letter and shall not be entitled to any reimbursement by the Company therefor.

 

It is understood and acknowledged by the Company that Advisor presently has, and anticipates having throughout the Engagement Term, other clients for which it performs the same or similar services to those to be performed in accordance herewith, and that Advisor shall be under no obligation under this Engagement to restrict its ability in any way to perform services for any other clients. It is further acknowledged that, by virtue of the nature of the services to be performed by Advisor hereunder, the value of such services bear no relation necessarily to the amount of time invested on the part of Advisor to the performance of such services, and Advisor, therefore, shall be under a continuing obligation hereunder to devote only as much time to the performance of its services hereunder as deemed appropriate in his exclusive discretion.

Each party (in any given instance, an “Indemnifying Party”) hereby agrees to indemnify and hold the other party and its respective affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) harmless from, and to reimburse each of the Indemnified Parties for, any liability, loss, damage, deficiency, claim, obligation, suit, action, fee, cost or expense of any nature whatsoever (including, but not limited to, reasonable attorney’s fees and costs) arising out of, based upon, or resulting from any failure on its part to comply with applicable law in connection with this Engagement or the performance of its obligations under this Engagement Letter.

Each of Advisor and the Company hereby acknowledge that Advisor shall perform its services hereunder as an independent contractor and not as an employee of the Company or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that Advisor shall have no authority to act for, represent, or bind the Company or any affiliate thereof in any manner, except as may be agreed to expressly by the Company in writing from time to time.

If to the Company, to:

Findex.com, Inc.

1313 South Killian Drive

Lake Park, FL 33403

If to Advisor, to:

J.N.B. LLC

2540 Glendale Court

Royal Palm Beach, FL 33411

 

 

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If the foregoing correctly sets forth the understanding from the perspective of the Company with respect to the foregoing, the signature of an authorized officer of the Company in the space provided below shall serve to evidence the agreement of the Company to the terms expressed herein, and cause this Engagement Letter to become a binding agreement effective as of the date on the first page hereof.

 

 

Accepted and Agreed:

FINDEX.COM, INC.

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