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consulting agreement FCA 2012

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					RCR DEVELOPMENT, LLC.
INTERNATIONAL BUSINESS FINANCE

7233 WHITE OAK DRIVE, WEST BLOOMFIELD, MI 48324              TEL: (248) 430-4398  FAX: (248) 360-8300
WEBSITE: http://rcrintl-finance.com                                    E-MAIL: info@rcrintfinance.com




                          FINANCIAL CONSULTING AGREEMENT

This Financial Consulting Agreement is dated August 1, 2012 between RCR Development, LLC
(RCR), a Michigan limited liability company, located at 7233 White Oak Drive in West Bloomfield,
Michigan 48324 (hereinafter “RCR”), and Simone Heath (“SH) an individual located or having
offices at 18190 Rainbow Drive, Lathrup Village, MI 48076.

WHEREAS, The Client is willing to engage RCR to act as the Client’s non-exclusive financial
consultant to obtain a source of hard money debt funding in an amount estimated at, but not limited
to, Sixty Eight Thousand ($68,000) US Dollars for the purchase of MI real estate.

WHEREAS, RCR is willing to use its “best efforts” to accomplish a Transaction as defined in this
agreement.

THEREFORE, The Client and RCR agree to operate under the following terms, definitions and
conditions of this agreement.

    1. Transaction Definition: Whether in one or a series of transactions involving the finding and
       arranging by RCR of (a) a source(s) to provide funding for the Client through debt, equity,
       collateral, bond offerings or any combination thereof, or (b) a merger, acquisition,
       consolidation, reorganization, restructuring, leveraged buy-out, stock exchange or other
       corporate transaction involving outside investors (collectively, a “Transaction”).

    2. Consideration Definition: Consideration shall mean the total proceeds and other
       consideration paid or received in connection with a Transaction, including, without
       limitation: (i) cash; (ii) notes, securities and other property; (iii) liabilities, including all
       debt, pension liabilities, guarantees and capitalized leases, directly or indirectly assumed,
       acquired, refinanced or extinguished; and (iv) amounts payable under consulting
       agreements, agreements not to compete or similar arrangements (including such payments
       to management). For purposes of computing any fees payable to RCR hereunder, non-cash
       consideration shall be valued as follows: (x) publicly traded securities shall be valued at the
       closing price (as reported in The Wall Street Journal) for the trading




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INTERNATIONAL FINANCING CONSULTANTS
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      day of the closing of the Transaction and (v) any other non-cash consideration shall be
      valued at the fair market value on the day of closing thereof as determined in good faith by
      Client and RCR. Warrants shall bear a strike price equal to the average of the three (3) most
      recently issued warrant issuances by the Client prior to closing of the transaction.

   3. Affiliate Definition: Affiliate shall mean any entity which Client or its principals, officers,
      or employees, individually or collectively, own in excess of 10% of the outstanding voting
      securities.

   4. Services to Render: (a) RCR shall familiarize itself with the business of the Client
      including, but not limited to, company history, operations, marketing, financial conditions,
      market conditions and reasonable projections relying entirely on the information provided
      by the Client, (b) The Client will supply to RCR a current executive summary and business
      plan for RCR to use to acquaint potential proprietary investment and/or lending sources
      with Client’s business and needs, (c) RCR will develop a list of potential investment and
      and/or financing sources and RCR, and (d) It is understood that the Client will directly
      negotiate with potential sources introduced to the Client by RCR. RCR will not be engaged
      in negotiating or structuring the terms of a Transaction. The parties acknowledge that
      RCR’s role hereunder is solely limited to introduction of third parties to the Client with
      respect to a Transaction. RCR shall have exclusive first right of refusal to finance all
      account receivable, purchase order, mezzanine, debt or equity financing required by client.
      Said right shall include the option to match or beat any written proposal for said asset based
      financing received by client or its affiliates. RCR shall be notified of all proposals with
      seven days of receipt.

   5. Indemnification: Client warrants the accuracy of the information furnished to RCR from
      time to time and agrees to hold RCR, all such cooperating brokers, contractors, employees,
      officers, directors, shareholders and affiliates of RCR, etc. harmless from any liabilities or
      damages arising out of incorrect or undisclosed information, and in addition, Client shall
      reimburse RCR and each such party for any costs, including reasonable attorney’s fees
      arising out of any such loss, claim, damage or liability.

   6. Term of Engagement: RCR shall be engaged by the Client hereunder on a non-exclusive
      basis. The term of this Agreement will be for a period of ten years; provided, that anytime
      during the term of this Agreement it may be terminated by either party, with or without
      cause, by a 30 day written notice to the other party. If this Agreement is terminated, any
      compensation earned then or in the future shall be paid in accordance with paragraph 7
      hereof.

   7. Compensation: RCR for its time and expense in rendering the service outlined in this
      Agreement will receive a fee based upon the Consideration received by Client from any of
      the sources introduced to Client by RCR with respect to a Transaction, as follows: Five




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INTERNATIONAL FINANCING CONSULTANTS
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      percent (5.0%) of any debt funding received The aforementioned fees shall be paid in cash
      or as described and is due and payable at time of the initial funding/draw or other
      consideration. Any compensation not received by RCR or its assignee on the date of closing
      shall immediately begin to accrue interest at a rate of fourteen percent (14.0%) per annum
      of the face value until fully received by RCR. For a period of five (5) years after the
      effective date of termination of this Agreement, RCR shall be entitled to receive the same
      percentages for any Consideration received by the Client with respect to a Transaction,
      directly or indirectly, from any sources or program introduced to Client by RCR.

   8. Non-Circumvention/Confidentiality: Client shall not communicate with, or attempt to
      contact directly or indirectly, any bank, brokerage firm or corporate institution, individual,
      lender or investor that has been introduced to Client by RCR without first obtaining
      consent, in writing, from RCR.

      Client shall not circumvent, obviate or evade RCR for the purpose of avoiding the payment
      of fees to which RCR is or may become entitled in accordance with the terms and
      provisions of this Agreement. In the event Client circumvents or bypasses RCR in any
      funding attempt with an introduced lending source, RCR shall be entitled to payment of
      double the same expected fee or fees as herein described as liquidated and punitive
      damages.

      “Proprietary Information” is information (either written or oral) originated by the disclosing
      Party, received either directly or indirectly, which is not generally available to others and
      declared or similarly represented by the disclosing Party to be considered Proprietary
      Information. Proprietary Information shall include, but not be limited to, investors, funds,
      lenders, banks, clients and/or projects. All such Proprietary Information disclosed, including
      this agreement, in tangible form shall be clearly identified or labeled as proprietary or
      confidential when furnished. Proprietary Information disclosed in any other manner shall
      be identified as confidential or proprietary at the time of disclosure or designated as
      confidential or proprietary in a written memorandum delivered to the receiving Party within
      sixty (60) days of disclosure. RCR agrees that except as authorized by this Agreement it
      will not, without prior consent from Client, disclose to any person or company any
      confidential information provided by the Client except as contained in the business plan and
      executive summary (approved by the Client) used by RCR to present to potential
      investment/acquisition sources. Both parties shall keep this Agreement and all related
      information confidential and not divulge to any person except those that “need to know” in
      order to perform the services and obtain the proper approval required by this Agreement, or
      as otherwise required by law based on advice of counsel.

   9. Dispute Resolution: This Agreement shall be interpreted and applied pursuant to the laws of
      the State of Michigan, USA. If any dispute arises out of or in connection with this
      Consulting Agreement, the transaction and/or any aspect of the negotiations relating




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INTERNATIONAL FINANCING CONSULTANTS
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      thereto, the parties hereto agree that they will submit said dispute to binding arbitration
      pursuant to the International Arbitration Rules of the American Arbitration Association in
      Bloomfield Hills, Michigan. The parties hereto also agree that, in such an arbitration, the
      prevailing party shall be entitled to their full costs of suit, including all reasonable
      attorney’s fees and reasonable interest on any and all funds deemed due as calculated from
      the original date when such funds should have been paid, and the costs of collection, if
      required, and that the decision of the Arbitrators may be enforced in any world court having
      competent jurisdiction, if necessary.

   10. General Provisions of this Agreement:

            a)     The Client and RCR each represent and warrant to the other that each has the
            proper authority to enter into this Agreement and the Agreement constitutes a binding
            and enforceable agreement between the parties.

            b)     RCR is considered an independent contractor in this Agreement and declares it
            is not a licensed securities broker, dealer, or investment advisor and RCR will not
            engage in any activities under this Agreement which requires it to be so licensed.
            RCR does not solicit the purchase or sale of securities.

            c)      This Agreement constitutes the entire agreement between the parties pertaining
            to the subject matter hereof and supersedes all prior understandings or agreements of
            the parties (whether written or oral). Only a written instrument signed by both parties
            may amend this Agreement.

            d)     All notices hereunder shall be in writing and delivered by US Mail, e-mail or
            overnight carriers to the addresses listed in this Agreement.

            e)     In the event that any term or condition of this Agreement is deemed invalid or
            unenforceable in whole or part, the remainder of the terms and conditions shall be
            valid and enforceable to the full extent permissible by law.

            f)     The provisions of this Agreement shall inure to the benefit of and shall be
            binding on the successors and/or assigns.

            g)    A faxed, e-mailed or photocopied copy of this fully executed Consulting
            Agreement has the same full force and effect as does the original signature copy.

            h)     This Financial Consulting Agreement shall become null and void if not
            executed and returned to RCR within 10 calendar days from the date of this
            Agreement.




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INTERNATIONAL FINANCING CONSULTANTS
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The undersigned hereby unconditionally accept the foregoing Consulting Agreement in accordance
with the terms and conditions contained herein and agree to be bound thereby.



RCR DEVELOPMENT LLC:                          SIMONE HEATH:
                                              (AND IT’S AFFILIATES)


By:_____________________________              By:__________________________
   John T. Crane, Managing Member                Simone Heath
   and/or its assigns                            for herself personally, and/or her assigns




                                                        Initials: ________ ________

				
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