CONSULTING AGREEMENT
This
Consulting Agreement (this “Agreement”) is made and effective as of the
10th
day of
September, 2007 (the “Effective Date”), by and between DSC Holdings, LLC.
(hereinafter referred to as “Consultant”) and Unicorp, Inc. (hereinafter
referred to as “Company”).
W
I T N E
S S E T H:
WHEREAS,
the parties wish to enter into this consulting relationship as of the Effective
Date.
NOW,
THEREFORE, for and in consideration of the fees to be paid Consultant and the
benefits received by the Company from Consultant, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Consultant and the Company, it is agreed by and between the
parties hereto as follows:
1. Consulting
Arrangement.
a. Term.
The term
of this Agreement shall continue for a period of sixteen months from the
Effective Date through December 31, 2008; unless the parties agree to extend
this term in 30 day increments.
b. Compensation.
In
exchange, the Company agrees to pay Consultant $8,000 per month.
c. Reimbursement.
The
Company agrees to advance Consultant for all reasonable ordinary and necessary
business related expenses up to $500 per month. Any additional expenses must
be
pre-approved in writing.
d. Duties.
Consultant shall provide management assistance to the Company.
2. Covenants
Not to Disclose.
At all
times Consultant will keep inviolate and secret and will not directly,
indirectly, or otherwise use, disseminate, disclose, publish or make known
in
any other manner to any person or entity any “Confidential Information,” as that
term is hereinafter defined, pertaining to Company without the written consent
of Company. For the purposes of this Agreement, the term “Confidential
Information” shall mean all trade secrets and financial information of Company.
Should any person or entity seek to legally compel disclosure of Confidential
Information by Consultant, or by anyone to whom Consultant has transmitted
any
Confidential Information, by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demands or otherwise,
Consultant shall provide Company with prompt written notice sufficient to enable
either: (a) a reasonable attempt to obtain a protective order or other
appropriate remedy; or (b) a waiver of compliance with the provisions of this
paragraph. If Company shall give Consultant written notice that Company desires
to obtain a protective order or other appropriate remedy, Consultant shall
use
reasonable efforts to allow Company to make such attempt at Company’s expense.
In any event, Consultant shall furnish only that portion of the information
which is legally required and will make a reasonable effort to obtain reliable
assurance that confidential treatment will be accorded the information. This
Section 2 shall remain in effect during the term of this Agreement and shall
survive the termination or expiration of the term of this Agreement for a period
of six (6) months.
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3. Covenant
Not to Reproduce.
Consultant will not at any time, directly or indirectly, reproduce, disclose,
or
use any Confidential Information without the written consent of Company and
will
make a reasonable effort to prevent unauthorized reproduction, disclosure or
use
of Confidential Information by others.
4. Ownership
of Confidential Information.
Upon
termination of this Agreement, Consultant shall immediately deliver all
documents, records and similar repositories or containers of Confidential
Information to Company, including copies thereof, in his possession, and shall
not retain any copies, samples or reproductions of the same.
5. Miscellaneous.
(a) Assignment.
All of
the terms, provisions and conditions of this Agreement shall be binding upon
and
shall inure to the benefit of and be enforceable by the parties hereto and
their
respective successors and permitted assigns. This Agreement shall not be
assigned or transferred by either party, nor shall any interest herein be
assigned, transferred, pledged or hypothecated by either party without the
prior
written consent of the other party.
(b) Applicable
Law.
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Texas.
(c) Entire
Agreement, Amendments and Waivers.
This
Agreement constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments, whether
written or oral, with respect to the subject matter hereof. No variations,
modifications, changes or extensions of this Agreement or any other terms hereof
shall be binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent or such party.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set above.
UNICORP,
INC. DSC
HOLDINGS, LLC.
By:
_/s/ Xxxxxx X. Munn________ _/s/
Xxxxx Casey_________
Xxxxxx
X.
Xxxx, CEO Xxxxx
Xxxxx
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