Consulting Agreement
This consulting agreement dated this 9th day of January, 2006 by and
between Global Consulting Group, Inc., a corporation organized under the laws of
the State of Maryland having its principle office at 000 Xxxxxxx Xxxxxxxx Xxxxx,
Xxxxx 000 Xxxxxxxxx, XX 00000 (hereinafter referred to as The Company), and EYI
Industries, Inc. (hereinafter referred to as The Client).
Recitals
I. The Client desires to obtain consulting services from The Company as
more particularly described herein ("Scope of Services and Manner of
Performance").
II. The Company is in the business of providing such consulting
services and has agreed to provide the services on the terms and conditions set
forth in this agreement.
Now, therefore, in consideration of the faithful performance of the
obligations set forth herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, The Company and The
Client hereby agree as follows.
Terms
1. Scope of Services. The Company will perform financial consulting for and on
behalf of The Client in relation to interactions with broker-dealers and will
consult with and advise The Client on matters pertaining to corporate
exposure/investor awareness, telephone marketing/advertising campaigns, business
modeling and development and the release of press materials.
2. Manner of performance. It is intended that The Company will provide research
on E.Y.I. Industries, Inc. (hereinafter referred to as EYII) and distribute
company material to institutions, portfolio managers, broker-dealers, financial
advisors and other persons whom The Company determines in its sole discretion,
are capable of disseminating such information to the general public.
Specifically, the Company shall assign 3 consultants to call stockbrokers to
create awareness of EYII and distribute information to said stockbrokers. It is
estimated that 3,000 stockbrokers will be called and informed over the course of
one month. The Company agrees to work the longer of one month or until 3,000
positive broker telephone presentations have been made. The Company will also
advise The Client concerning marketing and promotional matters relating to its
business. The Company will act upon The Client's behalf in the professional
investment community. It is expressly agreed and acknowledged that The Company
will not be expected to provide investment advice or recommendations regarding
EYII to anyone. The Company will focus on contacting persons, generally through
conventional communications in order to familiarize them with information
concerning EYII. Additionally, The Company shall be available for advice and
counsel to the officers and directors of EYII at such reasonable and convenient
times and places as may be mutually agreed upon. Except as aforesaid, the time,
place and manner of performance of the services hereunder, including the amount
of time allocated by The Company, shall be determined at the sole discretion of
The Company.
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3. Status of Consultant. The Company shall act as an independent Consultant and
not as an agent or employee of The Client and The Company shall make no
representation as an agent or employee of The Client. The Company shall furnish
insurance and be responsible for all taxes as an independent Consultant. The
Company shall have no authority to bind The Client or incur other obligations on
behalf of The Client. Likewise, The Client shall have no authority to bind or
incur obligations on behalf of The Company.
4. Disclosure of Material Events. The Client agrees to promptly disclose to The
Company those events/ discoveries which are known and/or anticipated that may or
conceivably may have an impact on the stock price, business operations, future
business, or public perception of EYII. These disclosures may have a material
impact on the ability and effectiveness of The Company and service rendered. It
shall be understood that excluded from this disclosure shall be information
deemed to be non-public or "inside" information.
5. Confidentiality Agreement. In the event The Client discloses information to
The Company that The Client considers to be secret, proprietary or non-public
and so notifies The Company, The Company agrees to hold said information in
confidence. Proprietary information shall be used by The Company only in
connection with services rendered under this Agreement. Proprietary information
shall not be deemed to include information that is in or becomes in the public
domain without violation of this Agreement by The Client, or is rightfully
received from a third entity having no obligation to The Client and without
violation of this Agreement. In reciprocal, The Client agrees to hold
confidential all trade secrets of and methods employed by The Company in
fulfillment of services rendered.
6. Indemnification. The Client agrees to indemnify and hold harmless The Company
against any losses, claims, damages, liabilities and/or expenses (including any
legal or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) to which The Company may become subject to,
because of the actions of The Client or its agents. Likewise, The Company agrees
to indemnify and hold harmless The Client against any losses, claims, damages,
liabilities and/or expenses (including any legal or other expenses reasonably
incurred in investigating or defending any action or claim in respect thereof)
to which The Client may become subject to, because of the actions of The Company
or its agents. The Company is willing and capable of providing services on a
"Best Efforts" basis. Payment by The Client to The Company is irrevocable and
irreversible.
7. Conflict of Interest. The Company shall be free to perform services for other
persons. The Company will notify The Client of its performance of consulting
services for any other Client that could conflict with its obligations under
this agreement.
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8. Term. Refer to Schedule A.
9. Payment. Refer to Schedule B.
10. Payment Instructions. Refer to Schedule C.
11. Client Certification. N/A.
12. Severability. This agreement may be dissolved at any time at the express
consent of both parties. In the event any part of this agreement shall be held
to be invalid by any competent court or arbitration panel, this agreement shall
be interpreted as if only that part is invalid and that the parties to this
agreement will continue to execute the rest of this agreement to the best of
their abilities unless both parties mutually consent to the cancellation of this
agreement.
13. Program Evaluation. It is agreed that the Client will conduct a program
evaluation every four weeks of service. If for any reason, the Client is
dissatisfied with the program and wishes to discontinue services provided by the
Company, they shall, at that time, have the option to terminate. It is
understood that upon early termination, all dates and lengths of commitment
indicated throughout this agreement will be adjusted accordingly.
This agreement shall be interpreted in accordance with the laws of the
State of Maryland. This agreement and attached schedules constitutes the entire
contract of the parties with respect to the matters addressed herein and no
modifications of this agreement shall be enforceable unless said modification is
in writing and signed by both The Company and The Client. This agreement is not
assignable by either party without the consent of the other.
In witness hereof The Company and The Client have caused this agreement
to be executed on the date indicated in Schedule A.
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Schedule A
Term of Commitment
The term of commitment between The Company and The Client shall be for a period
of 1 month. Commitment shall begin upon execution, by both parties, of this
agreement. Provided that compensation has been received, services to be provided
shall begin on or about January 13th 2006 and will continue for the following 20
business days.
Schedule B
Payment
$15,000 USD due upon execution
Schedule C
Payment Instructions
Payment shall be made via wire transfer of funds according to the following
instructions:
Bank of America
0000 Xxxx Xx.
Xxxxxxxxx, XX 00000
ABA #: 000000000
F/B/O: Global Consulting Group, Inc.
Account number: 003937989657
EYI Industries, Inc.
Authorized person x /s/ signed Title President Date 12/18/05
I hereby certify that I agree to the terms of the consulting agreement above and
am authorized to enter into this consulting agreement.
Global Consulting Group, Inc.
Authorized person x/s/ signed Title President Date 12/19/05
I hereby certify that I agree to the terms of the consulting agreement above and
am authorized to enter into this consulting agreement.
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