CONSULTING AGREEMENT Dated: Between:
Click to type... _____________, effective as of _____________
Click to type company name... ______________________________________
______________________________________ ______________________________________ And: (“Company)
Scenic Marketing Group, LLC, a North Carolina Limited Liability Company 1 Town Square Blvd. Suite 347 Asheville, NC 28803 (“Consultant”) Recitals
WHEREAS, Consultant desires to provide certain consulting and advisory services to Company; WHEREAS, Company desires to retain Consultant to perform such services and Consultant desires to provide such services, all in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants referred to herein, the parties agree as follows: Agreement 1. Engagement of Consultant. Company hereby retains Consultant to perform, and Consultant hereby agrees to perform, consulting and advisory services for Company upon the terms and conditions of this Agreement. 2. Term. The term of this Agreement shall commence on the effective date of this Agreement and shall continue for _________________ thereafter, unless earlier terminated as set forth herein. The term may be renewed for an additional _________________ period upon written notice of renewal executed by Company and Consultant. 4. Services of Consultant/ Independent Contractor. Consultant agrees to provide consulting and advisory services (“Services”), as more specifically defined in the attached Exhibit 4. In providing the Services, Consultant is acting as an independent contractor. Nothing in this Agreement, and no act of either party, either expressly or impliedly, will create or be deemed to create an employer/employee, partnership, or principal/agent relationship between Company and Consultant. Company acknowledges that Consultant is currently providing to other parties services of the same or similar nature as the Services. Company agrees that Consulting Agreement- Page 1
Consultant is not barred from rendering services of the same or similar nature to other parties. The Services provided by Consultant or Consultant’s employees will be performed at Consultant’s offices, except as may be otherwise agreed to. The Services to be rendered hereunder are on a “best efforts” basis and Consultant cannot and does not guarantee that its efforts will have any impact on the business of Company. Consultant agrees that the Services will be rendered in a “workmanlike manner,” consistent with the manner of performance by other consultants providing the same or similar services as being rendered hereunder. 5. Consultant Not a Broker-Dealer/ Prohibition from Participation in the Sale of Securities. Company acknowledges that Consultant is not licensed as a broker-dealer under applicable federal and state securities laws. Consequently, none of the Services hereunder are intended to be those of a broker-dealer. Pursuant to Rule 3a4-1 of the Securities Exchange Act of 1934, Consultant agrees not to perform, and Company expressly prohibits Consultant from performing the following services: (a) making any sales of Company securities;(b) discussing the price of any Company securities; (c) delivering any offering materials for Company securities; (d) discussing the terms, rights or characteristics of any Company securities; and (e) discussing any investment in the business or securities of Company, except to direct any inquiries regarding the foregoing to authorized representatives of Company. 6. Compensation of Consultant.
On a monthly basis Consultant shall be entitled to receive ___________________________U.S. Dollars ($_________) per month due the 1st of each month. If payment is made in stock, Consultant shall be entitled to receive ___________________________ U.S. Dollars ($_________) per month worth of free trading shares of Company common stock due the 1st of each month based upon a ___ % discount to the previous ten (10) day average closing bid price. The first and last month’s payment of ____________ free trading shares common stock is due and payable upon the signing of this Agreement. This initial payment is based upon a per share price of $_____, however, in the event that this per share price is less than the ten day average closing bid after expiration of the first month, the initial ____________ shares shall be valued at that price and the difference in the cash value of the total payment due for the first and last month shall be paid with the invoice which shall be due and payable on or before ____________. Options: As compensation, Consultant will have the right to purchase ____________________ ($__________) U.S. Dollars worth of free trading shares common stock at a ____________ ( ___%) percent discount to market of the ten (10) day average closing bid price. Should the Consultant elect to exercise the above-described option, the free trading shares common stock purchased under this option shall be delivered to Consultant by the Company. The option described herein shall expire after ____________. All services identified in Section 1.01 through and including 1.06 shall commence upon the issuance, and receipt by Consultant, of free trading shares in the Company. All other services will be provided from the Effective Date.
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7.
Liability/Indemnification.
(a) Company agrees that Consultant shall not be liable for any damages or injury to Company or any of its employees, agents or representatives or for the loss of or damage to the property of Company, in any manner based upon the performance of the Services under this Agreement, unless such injury, loss or damage is caused by the intentional misconduct of Consultant. (b) Company agrees to indemnify and hold Consultant harmless for any claims, loss, damage or costs, including attorney’s fees, which are asserted against or incurred by Consultant and which are a result of the Services rendered by Consultant for Company, unless caused by the intentional misconduct of Consultant. (c) Consultant agrees to indemnify and hold Company, its officers, directors, employees, agents and representatives harmless for any claims, loss, damage or costs, including attorney’s fees, which are asserted against or incurred by Company and which are a result of the Services rendered by Consultant for Company, unless caused by the intentional misconduct of Company. 8. Termination. This Agreement may be terminated by either Company or Consultant, with or without cause, at any time after six (6) months from the effective date of this Agreement, upon thirty (30) days prior written notice. The right of Consultant to any compensation earned under this Agreement, calculated on a prorata basis, prior to any notice of termination hereunder, shall survive the termination. 9. Confidential Information. From time to time, Consultant will receive confidential material non-public information (“Confidential Information”) about the business and financial condition of Company. Any disclosure of such Confidential Information without the prior written consent of Company in writing could cause substantial harm to Company. Therefore, Consultant must not at any time use or reveal to any person, other than the employees or authorized agents or representatives of Company, any Confidential Information acquired, learned, or coming to Consultant’s knowledge as a result of the Services rendered hereunder. 10. Injunctive Relief. Because it is impossible to measure in money the damages Company could incur from Consultant’s breach of any provision of this Agreement, Company will have the remedy of injunctive relief against any such breach, and Consultant will not assert any defense that Company has an adequate remedy at law. Consultant expressly consents to the issuance of injunctive relief. 11. Notices. Any notices or communications required or permitted hereunder shall be in writing and shall be deemed to have been given or made when personally delivered; sent by registered or certified mail, postage prepaid, returned receipt requested; by private Consulting Agreement- Page 3
courier, prepaid; by facsimile or other telecommunications device capable of transmitting or creating a written record. 12. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 13. Assignment. Neither party may assign or transfer this Agreement or any benefit derived from or conveyed by this Agreement without the prior written consent of the other party. 14. Waiver. The failure of any party to this Agreement to comply with any of its obligations or agreements hereunder may be waived in writing by the party. The failure at any time to enforce any provision of this Agreement shall in no way be construed as a waiver of any such provision or a waiver of the right of such party thereafter to enforce each and every such provision. No waiver of any non-compliance with this Agreement shall be held to be a waiver of any other or subsequent non-compliance. 15. Attorney’s Fees. In the event an action is brought to enforce, rescind or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees therein and any appeal thereon as may be determined by the court. 16. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina. 17. Complete Agreement. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the subject of this Agreement and be amended, modified or supplemented only by written instruments signed by both of the parties. 18. Counterparts. This Agreement may be executed in counterpart copies, each of which will deemed an original, but constituting a single Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.
________________________ By:______________________________ _______________________________
.
SCENIC MARKETING GROUP, LLC By___________________________ Frank A. Moody, II, President
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a. b. c. d.
e.
f.
Exhibit 4 SERVICE TO BE RENDERED Unless waived by the client in writing, or by email, Consultant agrees to meet no more than once monthly with Company for up to sixteen (16) hours. Consultant will provide a written summary of recommended actions that are a result of such meetings. Company will have unlimited phone access to Consultant. Consultant will inform Company of any possible conflicts of interest or business, personal or family relationships with any third party providers or with any investors introduced to Company. Company must approve in writing all work products including, but not limited to Private Placement Memorandums and press releases prior to any dissemination outside of the personnel of Consultant or Company. Consultant agrees to provide in return for the compensation described in Section 6 of the Agreement, advice including, but not limited to the following: i. Business Development 1. Advice on investor relations and public relations impacts of business development activities including international diversification, acquisitions, divestitures, licensing and mergers ii. Capital Acquisition Strategies 1. Advice on capital structuring including both common and preferred share classes and their uses 2. Advice on private placement strategies 3. Provide qualified leads for potential private placement investors iii. Structuring of Investor Relations Functions 1. Monitoring of all investor relations functions 2. Advice regarding record systems related to investor relations including both paper and electronic systems that comply with regulatory requirements 3. Introductions to third party investor relations firms as required 4. Establishment of telephone protocols and training including role playing iv. Structuring of Public Relations Functions 1. Monitoring of all public relations functions 2. Advice regarding record systems related to investor relations including both paper and electronic systems that comply with regulatory requirements 3. Establishment of telephone protocols and training including role playing Marketing
v.
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1.
Advice, research and counsel on branding, including developing brand awareness in the sectors of media and print publications
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