BUSINESS CONSULTING AGREEMENT This Consulting Agreement is entered into this _____ day of _____by and between ADD Corporate Credit (“Company”) and________________________________________________ (“Client”). The foregoing entities shall be known and referred to collectively herein as the "Parties." WHEREAS Company is a provider of Business Credit Restoration, Enhancement, and Acquisition Services; WHEREAS Client is interested in using those services for the benefit of his/her current or future business, NOW, THEREFORE, IN CONSIDERATION of the retainer specified herein and the mutual benefits and obligations established in this Agreement, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows: SCOPE OF SERVICES. Client retains Company to provide Business Credit Acquisition and Enhancement Services. Company will procure a 3-5 year old Arkansas or California corporation (as needed) to achieve the further goals listed immediately below. The procured corporation will be in good standing, free of judgments, tax/UCC liens; Company will assist Client to establish and build a credit worthy business profile with Dun & Bradstreet (D&B); A Dun & Bradstreet Trade Reference Insertion will be created; Company will establish for Client credit lines up to $500,000; All capital and/or credit generated by Company will be delivered to Client within 150 days of executing this Agreement. CLIENT’S RESPONSIBILITIES. For the Company to provide the services contemplated above, the Client must have and maintain certain minimum standards, specifically: Client must have and maintain excellent personal credit to apply (a minimum credit score of 680); Client’s revolving credit balances must be under 10.00% of credit limits throughout the 150 day process to ensure no delays and/or success; Client shall have no existing or pending negative public records items (civil and criminal); Client shall have 3 or fewer inquires for the period of 12 months prior to the execution of the agreement. FURTHER CLIENT RESPONSIBILITIES. Client agrees he/she will promptly forward to Company all communications from credit reporting agencies until 30 days after Company completes the services outlined in above (Forward to ADD Corporate Credit, 1250-I Newell Ave #221 Walnut Creek, CA 94598). Client will respond within 24 hours of receipt to any and all telephonic, electronic, or written inquiries, which might be directed to Client by Company. Company may cease or suspend all work for Client until any requested communication is completed or received. Client shall not apply for any new credit or loans or create any additional inquires that may affect his/her personal credit report or the credit report of the business, unless approved by Company. During the course of Company’s work for Client, Client shall pay all related debts in an on-time manner. Client understands that his/her cooperation is essential for successful completion of the services outlined above. ________________ 1
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RETAINER AND FEE. Client shall retain Company by immediately providing a retainer of $9,995 to purchase the aforementioned corporation and establish a credit-ready D&B profile for that corporation. In addition, a credit acquisition fee of 10.00% of the total amount of credit acquired will be assessed and due once that credit is granted to Client’s corporation. If Client does not choose to obtain a corporation, Client shall retain Company by immediately providing a retainer of $4,995 to consolidate and optimize an existing D&B record and establish credit for that corporation. In addition, a credit acquisition fee of 10.00% of the total amount of credit acquired will be assessed and due once that credit is granted to Client’s corporation. Company is under no obligation to perform any service for Client and will cease or suspend all work for Client if the retainer is not immediately provided. The retainer may be used to pay any amount due to Company by Client. Client gives Company authorization to charge the percentage-based portion of fee to any of the credit that will be established through this service. Unless otherwise directed by Company in writing, Client agrees and understands that this charge should occur within five (5) days of receiving that credit or within three (3) bu siness days of his activation of any of that credit, whichever is sooner, or he/she will be in breach of this contract. If Client fails to provide the necessary account numbers and related information to Company, or attempts in any way to prohibit, block, bar, or deny Company from obtaining credit or charging their fee to these lines (whether successful or not), he/she will be in breach of this contract. If Client is in breach of this contract, Client gives Company the following authorization and rights: To remove any and all information that Company has placed or had placed on Client’s corporate record. To contact creditors that have made credit decisions based on the Company’s work and act as an agent of the corporation to inform them that the Client and his corporation is prohibited from being issued credit from that creditor now or anytime in the future. To close any and all accounts established as a result of the work performed by Company – both immediately after the Company’s work or anytime in the future when a credit decision is made based upon the previous work of the Company. To notify all credit agencies and list one or more derogatory accounts on the both the Client’s personal and the corporation’s credit record. Client also understands and agrees that in the case of a breach of contract by Client, even if the Company returns the corporation’s record back to its original state, Client will still owe and be legally required to pay the Company the fee that is outlined herein. In the case of a breach of contract by Client, Client also agrees to pay a penalty of $10,000, which will be due along with the original fee. Additionally, any unpaid fees will carry an annual interest percentage rate of 19% on any outstanding balance until paid in full. Client also agrees to pay for all of Company’s attorney and collection fees related to the collection of any debt or action arising out of breach of this Agreement. NON_DISLCOSURE, NON COMPETE, NON CIRCUMVENT. Client understands and agrees that he/she will be provided confidential information about Company’s business credit process and infrastructure. Confidential Information automatically includes, but is not limited to, Company’s owned or licensed software and documentation, communications (written and voice), CDs, DVDs, business activities, systems, processes, methodologies, techniques, strategies, financial projections, accounting data, product/service development and design, performance related information, schematics, contract terms and pricing, Client lists, supplier and vendor information, identity of and information relating to prospective or existing Clients, suppliers and vendors and information relating to such party’s global network infrastructure and capabilities and business plans, whether or not marked as confidential or proprietary. During the term of this agreement and for three (3) years after it has ended, Client agrees to hold all Confidential Information of Company in confidence and not disclose it to any party not covered under this Agreement. Furthermore, Client agrees not to Circumvent Company to establish relationships with Company’s credit providers or other vendors or attempt to compete with Company in any way. 2 ________________
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LIMITATION OF LIABILITY. Client understands and agrees that Company and its affiliates/agents will only be acting under Client’s approval, direction, and request. Notwithstanding anything to the contrary herein, in no event shall Company be responsible or liable, whether arising out of Company’s performance of its duties and obligations hereunder, breach of any term or provision of this Agreement, any acts or omissions on behalf of Client, any negligence of Company, or otherwise, for any damage(s) or any other losses, costs or expenses whatsoever which may be suffered by Client. Client’s sole recourse shall be a demand and refund of the retainer amount actually paid. INDEMNIFICATION. Company shall always be an independent contractor of Client. Client hereby covenants and agrees to defend, indemnify, save and hold Company, its agents, affiliates, employees, assigns, attorneys, and representatives in whatever capacity, free, clear and harmless from any and all liability, loss, consequential damages, costs, charges, penalties, obligations, expenses, attorneys' fees, litigation costs, in whatever form, judgments, damages, claims and demands of any kind whatsoever in connection with the Scope of Services, and/or arising out of, or by reason of any violation of law, ordinance, or regulation by Company or Client and either of their agents, affiliates, employees, assigns, or representatives, or by reason of any of Client’s use of this Agreement and the resulting service, or any acts, errors, or omissions by Company on behalf of the Client. GUARANTEE. Company guarantees performance of all “Scope of Services” pursuant to the terms of this Agreement. If Client performs under its Responsibilities, and Company does not provide services as outlined in this Agreement, Client may request a refund of the retainer provided. Company’s comments about the possible and/or potential outcome of work for Client are based upon experience and prior success in similar work. Each case is unique. Client’s active and timely participation in providing Company all requested documents, forms, and information, related to their work, as set forth in this Agreement, are essential to the Company successfully completing the services outlined. COMPLIANCE WITH LAWS. Client covenants and agrees to comply with all laws, ordinances, regulations and lawful orders of duly constituted public authorities and jurisdictions. ADVICE OF COUNSEL. Client represents and warrants that Company has fully advised Client that Company is not a legal or an accounting firm and that Company has neither provided legal or accounting advice nor made representations or statements to the contrary whatsoever. Client further warrants and agrees hereby, that it accepts Company’s specific representation that any and all communications, in whatever form, received by Client from Company, do not in any way constitute legal counsel, or accountancy advice of any kind. Client specifically warrants and represents that in executing this Agreement, Client has taken the opportunity to be fully advised and represented by legal counsel of its own independent selection. Client further warrants that it is fully familiar with all of the circumstances surrounding this matter, and in executing this Agreement, Client has relied wholly upon its own judgment and the advice of counsel of its own independent selection, and that Client has in no way been influenced whatsoever in making this Agreement, by any representations regarding the matters set forth herein or any other made by any person, individual or corporation, or any agent, employer or representative thereof or by any persons representing any of them or by any attorney employed by any of them. NON-WAIVER. Any failure by the Company or its agents to exercise any rights under this Agreement shall not constitute a waiver of the Company’s rights. BINDING EFFECT. This Agreement shall be binding upon and for the benefit of the heirs, representatives, administrators, successors, assigns and legal representatives of all Parties hereto. HEADINGS. Headings are inserted for the reading convenience of the Parties herein and are not to be considered when interpreting this Agreement. ________________
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SEVERABILITY. In the event of any conflicts arising between any provision of this Agreement and applicable Federal, State or local laws, the laws will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with those laws. Further, any provisions that are required by Federal, State or local laws are hereby incorporated into this Agreement. In the event any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement. OTHER UNDERSTANDINGS, AGREEMENTS, AND STATEMENTS. Client warrants that he/she intentionally sought out Company, which is based in the State of California, to perform the services identified herein and understands that the services rendered may be performed by any principle, assistant, or affiliate working for or in association with Company. Client understands that Company will not discuss this Agreement or work described herein with Client’s spouse, or anyone else not directly affiliated with Company’s work for Client, unless Client submits a written request authorizing the Company to do so. Client warrants that he/she has not been counseled or advised to make any statement which is untrue or misleading. GENERAL. This Agreement constitutes the entire and sole Agreement between the Company and Client which may not be contradicted by any other agreement, whether written, verbal, or other. The term of this agreement shall be for twelve (12) months or until terminated by one of the Parties in writing. This Agreement shall not be extended, amended, modified, altered, or changed, except in writing. Whenever used, words in singular form shall include the plural and the use of any gender specific words shall include all appropriate genders, where the context requires. Each and every term, covenant, and Agreement herein contained shall be deemed to be a condition thereof. ARBITRATION AND VENUE The Company would have not entered into this Agreement except in sole reliance that the Client shall perform each and every condition. If any action is sought by Client against Company, Client agrees to waive all rights to a trial by judge/jury and have the matter handled through binding arbitration by a retired judge at JAMS Walnut Creek. This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. If any action relating to this Agreement is somehow able to bypass the mutually agreed upon arbitration clause herein, that action must be brought in the Federal Court in San Francisco or State courts located in Contra Costa County, California, where Client irrevocably consents to the jurisdiction of such courts. __________ Initial __________ Initial
Client hereby covenants that he/she is executing this Agreement both on behalf of himself/herself, individually, and the corporation involved or to be named. Client further covenants that he/she has the necessary corporate authority to enter into this Agreement on behalf of the corporation and has taken all necessary steps to make this Agreement binding on and enforceable against such party in accordance with its terms.
Client Signature:
Date: ______________
Client Signature: ________________
Client Initial Here
Date: ______________
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