Start With Why! What Does That Really Mean?

In network marketing we hear the question “What’s your why?” Yet have you ever really given much thought as to what the question really means to you or even how to even figure it out?

However, this is not a question we hear from the guidance counselor when we enroll for college, nor do we hear it from the HR Director when they interview us for a job. So, to hear it when we are looking to start a home business, may catch us by surprise and the answer we give may not be accurate.

If we do not know our WHY, then we are bound to repeat some of the same mistakes that have caused us frustrations in the past. Such as not fulfilling our goals, quitting at the first sign of rejection or worse yet, disappearing completely because we do not want folks to think we have failed once again.

So, how can we find the real answer to the question “What is your WHY?” I say we start with realizing what the basic question is asking.

SEC Sanctions Troy Dooly – 1933 Securities – Pimping Zeek Rewards

BehindMLM.com ReportsTroy Dooly Caught Pimping Zeek Rewards

Originally published October 1, 2013, At MLMHelpDesk.com

Yes the title is a  little overdramatic, but I figured I would use a little from Patrick Pretty and Behind MLM to show I am willing to face the music for my actions. You can review the official documents at the SEC website

UNITED STATES OF AMERICA Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9460 / September 30, 2013

ADMINISTRATIVE PROCEEDING File No. 3-15540

In the Matter of

ADAM TROY DOOLY, Respondent,

ORDER INSTITUTING CEASE-AND- DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), against Adam Troy Dooly (“Dooly” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease- and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.

1.         Dooly, age 49, is a resident of Destin, Florida. Through his entity Deep South Companies, he provides consulting and public relations services to direct selling businesses, including internet-based network marketers. He also operates numerous websites, including MLMHelpdesk.com, through which he broadcasts news and information about the direct selling industry.

2.         From at least April 2012 until August 2012, Dooly served as a paid consultant to Rex Venture Group, LLC (”RVG”), the parent company of ZeekRewards.com (“ZeekRewards”), the self-described “affiliate advertising division” for a penny auction website known as Zeekler.com. ZeekRewards operated as a multi-level marketing program offering subscription memberships to affiliates who then recruited new affiliates and bought and gave away as samples, or sold, bid packages for the penny auction website. Rather than promoting penny auctions, however, RVG primarily marketed ZeekRewards to investors as an opportunity to earn passive income indefinitely through their participation in the program.

3.         Under two successive contracts, RVG agreed to pay Dooly $6,000 per month to provide various consulting and public relations services that included, among other things, responding to negative press about RVG and ZeekRewards; providing live reporting from company events; conducting video chat interviews to “promote company, founders, officers, products and culture”; and providing media exposure to facilitate market penetration and improve public perception. In furtherance of the foregoing, Dooly promoted ZeekRewards on his website, MLMHelpdesk.com; posted blog entries and youtube.com videos giving publicity to ZeekRewards; and conducted at least one radio interview promoting the company.

4.         Dooly provided the agreed services until ZeekRewards was shut down by the SEC in August 2012 for operating an illegal pyramid and Ponzi scheme. For all his services, Dooly earned $24,000 in consulting fees, but he never received the last $6,000 payment because the company’s assets were frozen (thus receiving only $18,000).  Of that total, $3,000 or approximately 17% was attributed to public relations or promotion in various media outlets.

5.         In each instance of public relations or promotion in various media outlets, Dooly failed to disclose to his readers and listeners that RVG was paying him for such publicity. Dooly believed that, pursuant to a non-disclosure agreement, RVG maintained the exclusive right to determine whether or not to disclose Dooly’s consulting agreement and the amount of compensation. Because RVG did not authorize such disclosure, Dooly declined to reveal his compensation and, in at least one instance, Dooly denied (or misled his audience about) receiving compensation from RVG (apart from reimbursement of expenses) when asked about his compensation during a public radio program.

6.         As a result of the conduct described above, Dooly violated Section 17(b) of the Securities Act, which prohibits publishing, giving publicity, or circulating “any notice, circular, advertisement . . . or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer . . . without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.”

7.         In the pending case of SEC v. Rex Venture Group LLC et al., Civil Action No. 3:12- CV-519 (W.D.N.C., filed Aug. 17, 2012), in which the complaint alleges violations arising from substantially similar facts as set forth herein, the Court has appointed Kenneth Bell, Esq. as receiver (the “Receiver”).

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions agreed to in Respondent Dooly’s Offer.

Accordingly, it is hereby ORDERED that:

A.        Pursuant to Section 8A of the Securities Act, Respondent Dooly cease and desist from committing or causing any violations and any future violations of Section 17(b) of the Securities Act.

B.        Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair

Fund is created for the disgorgement, interest, and penalties described in Paragraph C below. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be treated as penalties paid to the government for all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any award of compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private damages action brought against Respondent by or on behalf of one or more investors based on substantially the same facts as alleged in the Order instituted by the Commission in this proceeding.

C.        Respondent shall pay disgorgement of $3,000, prejudgment interest of $98.81, and civil penalties of $3,000 to the Receiver. Cf. 17 C.F.R. § 201.1102(a). Such payments, in accordance with the schedule set forth below, shall be: (A) made by United States postal money order, certified check, bank cashier’s check or bank money order; (B) made payable to Kenneth Bell, Esq., court-appointed Receiver for Rex Venture Group LLC d/b/a ZeekRewards.com; (C) hand-delivered or mailed to Kenneth Bell, Esq. , McGuire Woods, LLP, 201 North Tryon Street, Charlotte, NC 28202-2146; and (D) submitted under cover letter that identifies Dooly as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Brian M. Privor, Division of Enforcement, Securities and Exchange Commission, 100 F Street, N.E., Mail Stop 5546, Washington, DC, 20549-5546. Such payment shall be made according to the following schedule:

•    $3,098.81, representing disgorgement and prejudgment interest, shall be paid within 10 days of the entry of this Order; and

•    $3,000.00, representing civil penalties, shall be paid within 90 days of the entry of this Order.

If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. 3717.

By the Commission.

Elizabeth M. Murphy – Secretary

Agreements With Rex Venture Group

AMBASSADOR PARTNER AGREEMENT

This Ambassador Partner Agreement (the Agreement) is executed April 8th, 2012 and becomes effective upon the acceptance of both parties.

BETWEEN: Deep South Strategic Solutions (the ‘Strategist’), a corporation organized and existing under the laws of the state of Florida, and Rex Venture Group LLC dba Zeek Rewards dba Zeekler. (the ‘Company’), a corporation organized and existing under the laws of the state of Nevada.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

  1. 1.      SOCIAL MEDIA & PR SERVICES

The company hereby contracts the strategist to perform the following services in accordance with the terms and conditions set forth in this agreement:

  • Respond indirectly to negative press from critical websites or social threads
  • Live reporting from company events. (travel & lodging not included)
  • Wear the company colors (shirt) during all company specific videos.
  • 2-days at company location analyzing, strategizing and developing customized social marketing tactics to gain authority of your brand and vertical.
  • Analyze Internet Conversation to determine market penetration and public perception of the company, and make strategic tweaks to maintain niche dominance
  • One-on-one and casual video chat interviews to promote company, founders, officers, products and culture. Shot at the corporate office and various locations. (travel & lodging not included).
  • Five piece custom review video series placed on the top social networking sites.
  • 12-video updates over the year and placed on the top social sites around the world
  • Custom coaching or speaking at annual conference or regional events, twice a year.
  • Review Policies, Procedures and Compensation Structure
  1. 2.      TERMS OF AGREEMENT

The initial term of this agreement shall commence on April 9th, 2012 and shall continue for a period of one year. The agreement shall automatically renew at the end of the initial term for successive one year periods unless one party delivers written notice to terminate this agreement to the other party within 30 days by certified mail or personal delivery.

  1. 3.      PLACE WHERE SERVICES WILL BE RENDERED

The strategist will perform most services in accordance with this Agreement at a location of strategist’s discretion. In addition, the strategist will perform services on the telephone and at such other places as necessary in accordance with this agreement.

  1. 4.      PAYMENT TO STRATEGIST

The strategist will be paid an annual fee of $6,000.00 for services in accordance with this agreement. The company will pay the strategist $6,000.00 upon the execution of this Agreement. Renewal payments will be paid in full on or before upon the anniversary of renewal.

  1. 5.      INDEPENDENT CONTRACTOR

Both the company and the strategist agree that the strategist will act as an independent contractor in the performance of its duties under this contract. Accordingly, the strategist shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the strategist’s activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

  1. 6.      CONFIDENTIAL INFORMATION

The strategist agrees that any information received by the strategist during any furtherance of the strategist’s obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the strategist in full confidence and will not be revealed to any other persons, firms or organizations. This clause will outlive this Agreement for a period of 24 months passed the effective date.

  1. 7.      NONDISPARAGEMENT

The Strategist agrees that it will not, directly or indirectly: (i) make any comments, either written or oral; and (ii) take any action or fail to take any action, and of which could be construed as portraying Company, its officers, directors, shareholders and/or employees in a negative light. In addition, the Strategist will not directly or indirectly disparage Company, its officers, directors, shareholders and/or employees in any manner. For purposes of this Agreement, a comment that is factually true shall not be deemed disparaging. This clause will outlive this Agreement for a period of 24 months passed the effective date.

  1. 8.      OWNERSHIP AND CONTROL

The parties expressly agree that the Services described in Section 1 is a “work made for hire,” that Strategist’s work has been specially ordered and commissioned by the Company as a contribution to a collective work, supplemental work or such other category of work as may be eligible, to the greatest extent available under the law, for treatment as a “work made for hire.” The Company shall be deemed the sole author of the work. The Company shall also be deemed the owner of the work and its attendant intellectual property rights.

EMPLOYMENT OF OTHERS

The company may from time to time request that the strategist arrange for the services of others. All costs to the strategist for those services will be paid by the company but in no event shall the strategist employ others without the prior authorization of the company. Any third party in connection with the services of this Agreement are required to execute a Confidentiality and Nondisclosure Agreement.

  1. 9.      GOVERNING LAW

This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Florida.

  1. 10.  COMPLETE AGREEMENT

The provisions herein constitute the entire agreement between the parties and supersede all previous expectations, understandings, communications, representations and agreements whether verbal or written with respect to the subject matter hereof. Any modification of this Agreement must be in writing and signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Deep South Strategic Solutions

Company

Second Agreement

CONSULTING AGREEMENT

THIS  CONSULTING  AGREEMENT  is  made  and  entered  into  as  of  May  _18th,  2012 (the

“Effective Date”), by and between REX VENTURE GROUP, LLC, a Nevada limited liability company

(“Rex”),  and  Deep South Companies, Inc. dba Deep South Strategic Solutions,   a

Florida corporation (“Consultant”).

WHEREAS,  Rex wishes  to hire the Consultant  as an independent  contractor  to perform  such services as described in Exhibit A (the “Services”) and such other tasks as Rex specifies; and

WHEREAS, Consultant has agreed to perform the Services in accordance with this Agreement in exchange for good and valuable consideration and as an independent contractor to Rex; and

WHEREAS, the parties desire to memorialize their agreement in writing.

NOW, THEREFORE,  for and in consideration  of this Agreement, the hiring of the Consultant as an independent contractor and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.            Term and Termination.   The initial term of this Agreement is for one year commencing on the Effective  Date  (“Initial  Term”).    Either  party  hereto  shall  have  the right  to terminate  this  Agreement because  of the breach  or  violation  of the terms  hereof  by the  other  party  upon  giving  ten (10)  days’ written notice to the breaching party (specifying the reason for termination) of such effective termination date.  However, the breaching party shall first be given written notice reasonably describing the nature of such  breach,  and  shall  have  five  (5)  business  days  in  which  to  cure  such  breach  to  the  reasonable satisfaction  of the non-breaching  party.   This Agreement  may be terminated without  cause at any time and by either party upon thirty (30) days prior written notice.   If termination is by Consultant,  he/she/it agrees to continue work for Rex at reduced hours for a period of thirty (30) days until a replacement is hired and trained if requested to do so by Rex.  Upon termination of this Agreement, all confidential and proprietary information shall be returned to the owning party.  In the event the termination is caused by a party’s  default  of its obligations  under the Agreement,  the party shall have the opportunity  to cure the default within the thirty (30) day period.

2.            Scope  of  Duties  and  Standards.    Consultant  shall  perform  the  Services,  including,  but  not limited to, those set forth in Exhibit A.   Consultant  shall complete the Services in accordance with the schedule mutually agreed upon by the parties.   In performing the Services, Consultant agrees to abide by Rex’s written policies then in effect.  Consultant warrants that the Services to be provided pursuant to this Agreement shall be performed in a professional manner in accordance with the prevailing reasonable commercial  standards  and  in  compliance  with  all  applicable  statutes,  acts,  ordinances,  laws,  rules, regulations, codes and standards.  At Rex’s request, the parties shall periodically meet to review the status of the work and Services.    To the extent any licenses  are required to use the Services  or their related products,  the  parties  shall  include  such  licenses  on  Exhibit  A  and  shall  enter  into  a separate  license agreement if deemed necessary by Rex.

3.            Fees  and  Payment.    Prices  for  the  Services,  including  all  disbursements,  cost  and  expenses incurred by Consultant, shall be in accordance with the rate shown in Exhibit B.  Consultant shall keep a record of each billable transaction fee and shall make available all such transaction records for inspection by Rex.   Consultant shall submit an invoice to Rex for its Services upon delivery of the final product or pursuant to a billing schedule if so agreed to by the parties.  Invoices shall be submitted to Rex as directed and Rex shall pay the invoices within thirty (30) days after receipt.

4.            Expenses.   Rex shall not be liable to Consultant  for any expenses  incurred by Consultant  (all such expenses are included in the fees described in Section 3 above).  Consultant shall have no authority to bind Rex by any promise or representation, including those related to expenses, unless specifically authorized in writing by Rex.

5.            Independent  Contractors.    With  respect  to  all  work,  duties  and  obligations,  it  is  mutually understood  and agreed  that Consultant  and its  employees,  representatives  and agents  are,  at all  times, acting and performing services as independent contractors (and not as an employee or agent of Rex). The Consultant  shall  have  no authority  to assume  or  create  any  obligation  or liability,  whether  express  or implied, on behalf of or in the name of Rex, or to bind Rex in any manner whatsoever.   The Consultant represents and warrants that the Consultant qualifies as an independent contractor under the provisions of applicable  state and federal law, including  tax laws.    As an independent  contractor,  Consultant  hereby expressly agrees that Consultant is responsible for the payment of all taxes, including federal, state, and local taxes, arising out of Consultant’s performance of the Services, including, but not limited to, federal and state income  tax,  social  security  tax,  unemployment  insurance  taxes,  and any and all  other  taxes. Neither party is authorized to act as an agent, employee or legal representative  of the other by virtue of this Agreement.

6.            Proprietary Rights; Work Made For Hire.  Consultant shall have no proprietary interest in any work product, including without limitation works, programs, materials, products, deliverables, patents, copyrights, trademarks, documents, data compilations, reports, and any other materials developed while performing the Services under this Agreement (hereafter “Work Product”).   All such Work Product is the property of Rex, and all title and interest therein shall vest in Rex and shall be deemed to be a work made for hire and made in the course of the services rendered hereunder.   The parties acknowledge that all title to any Work Product, including any and all intellectual property rights, shall vest in Rex and that all Work Product  shall  be considered  “work  made  for  hire”  under  17  U.S.C.  § 201(b)  and any  other  applicable intellectual property law.  To the extent that ownership of such Work Product does not automatically vest in Rex and any such Work Product is not deemed to be a “work made for hire” under applicable law, and to the extent it includes material subject to trademark, copyright, trade secret, or other proprietary rights protection,  Consultant  irrevocably  and  exclusively  transfers  and  assigns  to  Rex,  its  successors  and assigns, all right, title and interest in and to all such Work Product, and any derivatives thereof, including but not limited to the right to present, assign, license, sell or otherwise control such Work Product and all related  materials  in  all  countries  throughout  the  world.    Subject  to  the  terms  and  conditions  of  this Agreement, Rex shall have the sole and exclusive right to trademark, copyright or otherwise own, control, and exercise any and all intellectual property rights over such Work Product.   Consultant agrees to assist Rex with any registrations  or other filings necessary to secure its rights in such Work Product.   If, other than  those  rights  explicitly  set  forth  in  this  Agreement,  any  intellectual  property  rights  in  the  Work Product  vest  in  Consultant,  Consultant  shall  immediately  irrevocably  assign  such  rights  in  the  Work Product to Rex.

7.            Representations  and Warranties.  Consultant  hereby represents  and warrants  to Rex that (i) it has the necessary  skills and knowledge  to provide the Services,  (ii) that it has complied  with all local, state  and  federal  laws  and  regulations   and  has  obtained  all  necessary   permits;  (iii) that  it  is  a

in good standing in its state of organization and authorized to do business in all jurisdictions  where so required;  (iv) it has the authority  to provide the Services  and any licenses,  title, rights  and  work  product  referenced  in  this  Agreement;  (v) that  the  Services  and  the  products  that Consultant provides in connection with the Services do not infringe upon or violate any proprietary or intellectual  property  rights  of any  third  parties;  and  (vi) Consultant  has  no  outstanding  agreements  or obligations that are in conflict with any provisions of this Agreement,  or that would preclude Consultant from  complying  with  the  provisions  of this  Agreement.    To  the  extent  the  Services  and  any  related products  do  infringe  upon  or  violate  third  party  intllectual  property  or  proprietary  rights,  then  the Consultant shall fully defend, indemnify and hold harmless Rex for any of the losses, claims, demands, damages,  liabilities,  judgments,  expenses,  defense  costs,  causes  of  action  and/or  settlements,  or  fees

(including reasonable attorney’s fees) Rex may incur as a result thereof; this shall be in addition to and not in lieu of any indemnification responsibilities of the Consultant under this Agreement.

8.         Confidentiality.

(a)  For  the  purposes  hereof,  each  party  hereto  shall  be  the  “receiving  party”  with  respect  to information disclosed by any other party, and shall be the “disclosing party” with respect to information disclosed by it, as appropriate in the context in which such terms are used.

(b)  As  used  in  this  Agreement,  the  term  “Confidential  Information”  means  any  and  all  data  and information relating to the business of the disclosing party which is delivered or disclosed to the receiving party and which is not generally known to the general public.   Confidential Information includes, but is not limited to, information (whether oral, written, recorded or otherwise communicated) relating to the disclosing party’s business operations, plans, processes, products, services, customers, suppliers, financial affairs (including financial statements), relationships, services, service development, process, procedures, pricing,   employee    staffing    policies,    programs,    employee    compensation    and  benefits,    employee handbooks,   manuals,  accounting   policies,   procedures   or  information,   and  marketing   or  advertising strategies, or any other information related to the negotiations involving the parties hereto.   However, Confidential  Information  does  not  include  any information  which  (a) has  become  generally  known  or available  to the public  through  no act  of the receiving  party;  (b) has been approved  for release  to the general public by written authorization of the disclosing party; or (c) has been ordered to be disclosed by binding governmental authority, court order or duly authorized subpoena provided that the receiving party shall first have given written notice of such ordered disclosure to the disclosing party and to the extent practicable allowed the disclosing party to seek to protect the confidentiality of the information ordered to be  disclosed.     Additionally,  Confidential  Information  shall  include  all  such  information  relating  to subsidiaries or affiliates of the disclosing party.

(c)  The parties will not disclose any Confidential Information of the other party to third parties, nor use the other party’s Confidential Information for purposes other than those for which it was disclosed hereunder,   nor  publish,   nor  allow  to  be  published,   any  material   derived  from  the  disclosures   of Confidential  Information  contemplated  hereunder,  without  the  prior  written  consent  of  the  disclosing party.   The parties will not disclose the fact that any discussions are taking place, and such fact shall be deemed Confidential Information.   Each party hereto agrees:   (a) to inform all of its representatives  who receive Confidential  Information  of the confidential  nature of such information  and agrees to direct all such representatives  to treat such Confidential Information confidentially and not to use it other than for the purpose of providing the Services described in this Agreement; (b) to be responsible in any event for any breach  of this  Agreement  by any  of its representatives;  (c) to make all reasonable,  necessary  and appropriate  efforts to safeguard the Confidential  Information  from disclosure to any person or entity or other than as specifically  contemplated  herein; and (d) to keep a record of the Confidential  Information furnished to the other party and the location of such information.

(d)  Title to all materials delivered shall remain in the disclosing party.  At any time upon the request of the disclosing party or its counsel, the receiving party shall promptly redeliver to the disclosing party all written material containing or reflecting any information contained in the Confidential Information (including  all copies,  extracts  or other reproductions)  and agree to destroy all documents,  memoranda, notes and other writing whatsoever (including all copies, extracts or other reproductions), prepared by the receiving party or its representatives  based on the information contained in the Confidential Information. The  receiving   party   shall   promptly   confirm   such   destruction   to  the  disclosing   party  in  writing. Notwithstanding the return or destruction of the Confidential Information, the receiving party and its representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder.

(e)  Nothing  contained  herein  shall  be  construed  as  granting  the  receiving  party  a  license,  either express  or implied,  under  any  patent,  copyright,  trademark,  trade  secret,  or  other  intellectual  property right, owned or obtained, or which is or may be licensable by the disclosing party.

(f)   Without the prior written consent of the disclosing party, neither the receiving party nor any of the  receiving  party’s  representatives   shall  initiate  or  cause  to  be  initiated  (other  than  through  the disclosing party) any communication with any employee of the disclosing party, or with any third party independent   contractor   that   has   contracted   with  the  disclosing   party   concerning   the  Confidential Information;  provided  further, Consultant  specifically  agrees that it shall have no communications  with any of Rex’s lenders, suppliers or customers.

(g)  The parties acknowledge  that the disclosing  party will be irreparably  damaged in the event that any of the terms of this Agreement are violated and agree that such terms shall be enforceable through: (a) issuance of an injunction restraining  the unauthorized  copying,  duplication,  use or disclosure  of any Confidential Information furnished to or acquired by the receiving party or any of its employees, agents or representatives;  or (b) any other equitable  or legal remedies, which shall be cumulative  with and are not  exclusive  of any  other  remedy  available  to the damaged  party.    The breaching  party will also be responsible to pay or reimburse the damaged party for any reasonable attorneys’ fees incurred by it in the event of a breach or threatened breach of this Agreement.

9.            Insurance.  Consultant  shall procure and maintain in effect during the term of this Agreement: (1) general liability insurance coverage with minimum limit of $1 million per occurrence and $3 million annual aggregate; and (2) professional  liability insurance coverage within minimum limits of $1 million per occurrence  and $3 million aggregate;  and (3) workers  compensation  insurance  coverage with North Carolina statutory limits.  Consultant shall have its policies endorsed to name Rex as an additional insured thereunder  and  shall  provided  to  Rex  certificates  of  insurance  evidencing  continuous  coverage  upon request.  This provision shall survive termination of this Agreement.

10.          Indemnification.   Both parties expressly agree to defend, indemnify and hold harmless the other party  from  any  and  all  losses,  claims,  demands,  damages,  liabilities,  judgments,  expenses  (including reasonable  attorney’s  fees),  defense  costs,  causes  of  action  and/or  settlements  arising  out  of  or  in connection with, either directly or indirectly, any errors, omissions or negligent acts on the part of the indemnifying  party,  its  employees,  agents  consultants,  in  the  performance  of  this  Agreement.  This provision shall survive termination of this Agreement.

11.          Limitation  of Liability.  In  no  event  shall  Rex  be liable  for  loss  of profit,  goodwill  or  other indirect, special, incidental, punitive or consequential damages suffered by Consultant for performance of services  hereunder.    In  no  event  shall  Rex’s  liability  hereunder  exceed  the  amount  paid  by  Rex  to Consultant   for  those  Services,   the  performance   or  non-performance   of  which   form  the  basis   of Consultant’s claim. This provision shall survive termination of this Agreement.

12.          Use of Name.   Neither party shall not use the other’s name (or copyrights, symbols, trademarks or  service  marks)  in  any  press  releases,  media  statements  or  public  communications   or  otherwise publicize this Agreement without the other party’s prior written consent.  Provided that, to the extent Rex is required  to report  Consultant’s  name  pursuant  to an agency  or  government  inquiry  or investigation, then it shall be allowed to do so.  This provision shall survive termination of this Agreement.

13.          Notice.  Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall  be deemed  to have  been  properly  given and received  on the  date either:  (i) delivered  in  person, (ii) one (1) day after being deposited with a nationally-recognized  overnight courier, or (iii) three (3) days after being deposited in the United States first class certified mail, return receipt requested, items (i)–(

above being sent to the applicable addresses set forth below, or at such other addresses as specified by written notice delivered in accordance herewith. Any notices given or made under this Agreement may be given by legal counsel for the party giving such notice.

If to Rex:                                  Rex Venture Group, LLC Attn:  Paul Burks

_______________________

_______________________

With a copy to:                          Johnston, Allison & Hord, P.A.

Attn:  John A. Morrice

1065 East Morehead Street

Charlotte, NC  28204

If to Consultant


____________________________

____________________________

____________________________

14.          Arbitration.   Any controversy  or claim arising out of or relating in any manner whatsoever  to this Agreement or performance hereunder shall be determined by arbitration in accordance with the Commercial  Arbitration  Rules  of  the  American  Arbitration  Association  and  the  North  Carolina  and Federal Arbitration Acts, and judgment upon the award rendered by the arbitrators may be entered in any court  having  jurisdiction  thereof.    Such  arbitration  shall  be  held  in Charlotte,  North  Carolina.    If the matter  in  controversy  involves  an  aggregate  sum  of  less  than  $2,000,000,  one  (1)  arbitrator  will  be selected; if greater than or equal to $2,000,000, a panel of three (3) arbitrators will be appointed.

15.          Amendment.   This Agreement may not be changed, modified, amended or supplemented except by written agreement by the parties.

16.          No Waiver.   No waiver  of any term or provision  of this Agreement  shall be deemed  to be a waiver of any subsequent breach of such term or provision of this Agreement.

17.          Assignment/Binding Effect.  Neither this Agreement nor any interest hereunder may be assigned or  otherwise  transferred  by either  party to a third  party without  the  prior  written  consent  of the other party,  which  shall  not  be unreasonably  withheld;  provided  that  Rex  may assign  this  Agreement  to an affiliated entity or an entity that merges with or acquires Rex.  This Agreement shall be binding upon and inure to the benefit of the heirs, successors, assigns, and delegates of the parties hereto.

18.          Attorneys’  Fees  and  Expenses.     In  the  event  any  suit,  action,  proceeding,   or  arbitration involving this Agreement is commenced by any party hereto, the prevailing party in such suit, action, proceeding, or arbitration shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party(s) as determined by the court or arbitrator in accordance with N.C. Gen. Stat. § 6-21.6.   The parties  to this  agreement  hereby  acknowledge  this  agreement  is  a  contract  entered  into  primarily  for business or commercial purposes.

19.        Governing Law.  This Agreement shall be governed by and construed under the laws of the state of North Carolina.

20.        Heading s.     All  articles,  section  or  paragraph  titles  or  captions  in  this  Agreement  are  for convenience only and are not deemed part of the content of this Agreement.

jurisdiction where used, that provision will be deemed modified to the extent necessary to make it valid while

accomplishing the purpose most similar to that contained in the original provision, and will not affect any other provision  of this  Agreement  so long as the economic  or legal substance  of the transactions  contemplated hereby is not affected in any manner adverse to any party.

22.          Third Party Rights.   This Agreement is entered into by and between the parties hereto and for their benefit.   There is no intent by either party to create or establish a third party beneficiary or status or right in any third party to this Agreement, except as such rights are expressly created and as set forth in this Agreement, and no such third party shall have any right to enforce or any right to enjoy any benefit created or established under this Agreement.

23.          Entire  Agreement.     This  Agreement  and  documents  referred  to  herein  set  forth  the  entire understanding of the parties with respect to the subject matter hereof.   Any previous arrangements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.   All representations, warranties, covenants, terms and conditions of this Agreement shall be  binding   upon  and  inure  to  the  benefit   of  and  be  enforceable   by  the  respective   heirs,   legal representatives and successors and assigns of the parties hereto.

[Signature(s) appear on the following page(s)

authorized representatives of each entity.

REX VENTURE GROUP, LLC

 

By:                                                                    Paul Burks, Manager

 

[CONTRACTOR]

By:                                                                    [insert name & title]

 

Third Agremeent

AMBASSADOR PARTNER AGREEMENT

This Ambassador Partner Agreement (the Agreement) is executed June 8th, 2012 and becomes effective upon the acceptance of both parties.

BETWEEN: Deep South Strategic Solutions (the ‘Strategist’), a corporation organized and existing under the laws of the state of Florida, and Rex Venture Group LLC dba Zeek Rewards dba Zeekler. (the ‘Company’), a corporation organized and existing under the laws of the state of Nevada.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

  1. 1.      CONSULTING & PR SERVICES

The company hereby contracts the strategist to perform the following services in accordance with the terms and conditions set forth in this agreement:

  • Respond indirectly to negative press from critical websites or social threads
  • Live reporting from company events. (travel & lodging not included)
  • Wear the company colors (shirt) during all company specific videos.
  • Company location analyzing, strategizing and developing customized tactics to maintain authority in the unique bid auction niche. (travel & lodging not included)
  • Analyze Internet Conversation to determine market penetration and public perception of the company, and make strategic tweaks to maintain niche dominance
  • One-on-one and casual video chat interviews to promote company, founders, officers, products and culture. Shot at the corporate office and various locations. (travel & lodging not included).
  • Video updates over the year and placed on the top social sites around the world
  • Custom coaching or speaking at annual conference or regional events as needed (travel & lodging not included)
  • Review Policies, Procedures, Compensation Structure and Business  Operations to maintain company and affiliate compliance with all federal and state laws
  1. 2.      TERMS OF AGREEMENT

The initial term of this agreement shall commence on June 8th, 2012 and shall continue for a period of one year. This agreement replaces an agreement between both parties dated April 8th, 2012. This agreement shall automatically renew at the end of the initial term for successive one-year periods unless one party delivers written notice to terminate this agreement to the other party within 30 days by certified mail or personal delivery.

  1. 3.      PLACE WHERE SERVICES WILL BE RENDERED

The strategist will perform most services in accordance with this Agreement at a location of strategist’s discretion. In addition, the strategist will perform services on the telephone and at such other places as necessary in accordance with this agreement.

  1. 4.      PAYMENT TO STRATEGIST

The strategist will be paid an annual fee of $72,000.00 for services in accordance with this agreement. The company will pay the strategist $6,000.00 upon the execution of this Agreement. And $6,000.00 monthly for the duration of the agreement. Renewal payments will be paid as stated above.

  1. 5.      INDEPENDENT CONTRACTOR

Both the company and the strategist agree that the strategist will act as an independent contractor in the performance of its duties under this contract. Accordingly, the strategist shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the strategist’s activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

  1. 6.      CONFIDENTIAL INFORMATION

The strategist agrees that any information received by the strategist during any furtherance of the strategist’s obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the strategist in full confidence and will not be revealed to any other persons, firms or organizations. This clause will outlive this Agreement for a period of 24 months passed the effective date. The strategist will also sign and agree to an additional Non-disclosure Agreement found following this agreement.

  1. 7.      NONDISPARAGEMENT

The Strategist agrees that it will not, directly or indirectly: (i) make any comments, either written or oral; and (ii) take any action or fail to take any action, and of which could be construed as portraying Company, its officers, directors, shareholders and/or employees in a negative light. In addition, the Strategist will not directly or indirectly disparage Company, its officers, directors, shareholders and/or employees in any manner. For purposes of this Agreement, a comment that is factually true shall not be deemed disparaging. This clause will outlive this Agreement for a period of 24 months passed the effective date.

  1. 8.      OWNERSHIP AND CONTROL

The parties expressly agree that the Services described in Section 1 is a “work made for hire,” that Strategist’s work has been specially ordered and commissioned by the Company as a contribution to a collective work, supplemental work or such other category of work as may be eligible, to the greatest extent available under the law, for treatment as a “work made for hire.” The Company shall be deemed the sole author of the work. The Company shall also be deemed the owner of the work and its attendant intellectual property rights.

EMPLOYMENT OF OTHERS

The company may from time to time request that the strategist arrange for the services of others. All costs to the strategist for those services will be paid by the company but in no event shall the strategist employ others without the prior authorization of the company. Any third party in connection with the services of this Agreement are required to execute a Confidentiality and Nondisclosure Agreement.

  1. 9.      GOVERNING LAW

This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Florida.

  1. 10.  COMPLETE AGREEMENT

The provisions herein constitute the entire agreement between the parties and supersede all previous expectations, understandings, communications, representations and agreements whether verbal or written with respect to the subject matter hereof. Any modification of this Agreement must be in writing and signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Deep South Strategic Solutions – Company

Non-Disclosure Agreement

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT is made as of this 8th day of June, 2012, by and between Deep South Companies, dba Deep South Strategic Solutions (the “First Party”) and Rex Venture Group, LLC. and its subsidiaries and affiliated entities, (hereinafter referred to as “Company”) to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other in connection with certain negotiations and discussions.

WHEREAS, the First Party and the Company (collectively referred to as “the parties”) wish to assure the confidential and/or proprietary status of the information that they may disclose to the other;

NOW THEREFORE, in reliance upon and in consideration of the exchange and/or disclosure of valuable information, the adequacy of which is acknowledged and conceded, the parties agree as follows:

1.   Confidential Information. The term “Confidential Information” refers to all documents or information: (i) which the disclosing party has marked “Confidential Information”; or (ii) pertaining to the disclosing party’s operating, marketing, financial, or personnel matters, its present or future products, products formulae, services, sales, revenue, suppliers, customers, clients, employees, or business, whether such information is in oral, written, graphic, or electronic form, and whether such information is patented, copyrighted or categorized as a trade secret or know how. Confidential Information does not include

information or documents that:

a.   was previously known to the receiving party free of any obligation to keep it confidential as shown by the written records of the receiving party,

b.   so long as the receiving party did not receive such information or documents directly or indirectly from the disclosing party;

c.   receiving party without knowledge of the Confidential Information as shown by the written records of the receiving party;

d.   is disclosed to third parties by the disclosing party without restriction; or

e.   is lawfully received from a third party whose disclosure would not violate any confidentiality or other legal obligation.

2.   Nondisclosure or Confidential Information. The parties represent and warrant to each

other that they will maintain the secrecy of all Confidential Information made available

by the disclosing party and will disclose such information only to its officers, directors, accountants, attorneys, and/or shareholders and such other persons as the parties mutually agree. In the event that either party desires to make the Confidential Information

available to any of its consultants, such party shall first require such consultant to deliver

an executed copy of this Agreement to the other party. The parties covenant and agree that they will use the Confidential Information only for purposes of determining whether they are interested in entering into an agreement or business relationship with the disclosing party.

3.   Return of Confidential Information. The parties agree that, whenever the disclosing party so requests, the receiving party shall promptly return all Confidential Information made available to it, together with all originals and copies of financial statements, spreadsheets, manuals, documents, drawings, tapes, discs, or other materials relating to such Confidential Information.

4.   Prohibition of Use of Confidential Information. Except as a subsequent written agreement between the parties may specifically permit, the parties covenant and agree that no Confidential Information supplied by the disclosing party will be used in any way except as specifically permitted by this Agreement, either by the receiving party or by any person receiving such Confidential Information through or from the receiving party, whether directly or indirectly.

5.   Non-Circumvent. The parties agree not to use the other’s confidential information for the purpose of circumventing the other party to solicit, negotiate or compete with any business transactions directly or indirectly with the other party’s customers, associates, clients, employees, consultants, manufacturers, or raw materials suppliers.

6.   Duration. The duration of this Agreement shall be perpetual, but the obligation to maintain the secrecy and confidentiality of Confidential Information made available under this Agreement and the obligation not to use or incorporate Confidential Information made available under this Agreement shall continue in full force and effect for as long as the Confidential Information remains confidential. If, however, a court finds this period is not reasonably necessary to protect the parties’ legitimate protectable interests, then the duration shall be for a period of two (2) years from the date of this Agreement.

7.   Complete Agreement. This Agreement contains the final, complete, and exclusive agreement of the parties relating to non-disclosure and confidentiality of Confidential Information, and this Agreement may not be changed, modified, amended, or supplemented except by a written instrument signed by both parties.

8.   Applicable Law. This Agreement and the legal relations between the parties shall be governed by and in accordance with the laws of the State of Florida.

9.   Dispute Resolution. In the event a dispute under or relating to this Agreement cannot be settled by mutual consultation between the parties, both parties irrevocably consent to the jurisdiction of any state or federal court sitting in the Northwestern District of Florida for the resolution of any such dispute and the courts located in Maricopa County, Arizona shall be the sole jurisdiction and venue for any dispute between the parties. The prevailing party in any litigation filed with any such court, including appeals from such court, shall be entitled to an award of costs and reasonable attorneys’ fees.

10. Equitable Remedies. Each party hereby acknowledges and agrees that, in the event of any breach of this Agreement by the receiving party, including, without limitation, the actual or threatened disclosure of the disclosing party’s Confidential Information without the prior written consent of the disclosing party, the disclosing party will suffer an irreparable injury such that no remedy at law will afford the disclosing party adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the disclosing party shall be entitled to specific performance of a receiving party’s obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.

11. Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of the Agreement, and further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.

12. Definition. The definition of the term “Company” shall include Rex Ventures Group LLC., and any and all of its subsidiaries, affiliates and related entities, including Zeek Rewards and Zeekler.com.

Strategist: Deep South Companies Inc.  Date: June 8th, 2012