EXHIBIT 10.52
Partners Resource Management, LLC
&
One Source Technologies, Inc.
Professional Services Agreement
This Agreement ("Agreement") is entered into on October 1, 2004, by and between
OneSource Technologies, Inc., with offices at 00000 X 00xx Xxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as OneSource) and Partners
Resource Management, LLC, an independent contractor located at 00000 X 00xx Xxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "PRM").
Whereas, OneSource desires to employ the services available through PRM; and
Whereas, PRM is qualified and willing to render such services; the parties
hereto agree as follows:
I. Term of Agreement
This appointment becomes effective October 1, 2004 and shall be in effect for
ninety (90) days unless terminated as stipulated in this Agreement.
II. Services
PRM will provide Executive Management Services for OneSource in the following
roles: Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Controller, VP Sales, Sales Support, Contract Administration Manager, &
Administrative Support. IT support will be provided through PRM's IT Group. PRM
reserves the right to change personnel and their level of service as needed and
agreed to by OneSource.
III. Fees
OneSource agrees to compensate PRM on a retainer basis at a rate of Ninety Five
Thousand ($95,000) dollars per month. PRM will invoice OneSource at the
beginning of each month and OneSource will pay prior to the tenth of each month
for that month's related services. All expenses, such as airfare, hotel and
meals, pre-approved by OneSource, will be billed as a separate line item on each
invoice, along with any other approved expenses. Sub-contracting of Subject
Matter Experts ("SME") that may be required to fulfill a request for OneSource
will be billed outside of the retainer fee, upon authorization from OneSource,
and will also be included on PRM's monthly invoice as a separate line item.
The retainer fee may be adjusted either higher or lower based on the level of
services required by OneSource. Any adjustments to the retainer will require
written approval from OneSource
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and PRM will provide a minimum of five (5) days written notice prior to any
adjustment taking place.
Additional projects including but not limited to financing, mergers or
acquisitions, agreed to by OneSource and PRM will be identified as amendments to
this Agreement and will be compensated to PRM independent of the monthly
retainer noted above as indicated in Attachment A.
IV. General Terms
OneSource agrees to indemnify and hold harmless PRM from any and all claims,
judgments or costs, including reasonable attorney's fees, that OneSource may
incur by reason of defending any claim or legal action in which PRM may become
involved by reason of any contract between OneSource and its customers. However,
OneSource's obligation to indemnify and hold harmless PRM shall not apply with
respect to any gross negligence or wrongful conduct, including breach of this
Agreement, by PRM or its agents or employees. PRM agrees to indemnify and hold
OneSource harmless from any and all claims, judgments or costs, including
reasonable attorney's fees, that OneSource may incur by reason of defending any
claim or legal action in which OneSource may become involved by reason of any
action brought against PRM. This Agreement is only one of Client and Contractor
and does not create an employment relationship.
OneSource agrees to make payments for all services and charges provided under
the terms of this Agreement in United States Dollars and this Agreement
supersedes any and all previous written and verbal agreements.
Notices to PRM should be sent to the following address:
Xxxxxxx Xxxxxxx, President
Partners Resource Management, LLC
00000 X 00xx Xxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000
Notices to OneSource shall be sent to the following address:
Xxxxxxx Xxxxxxxx, CEO
OneSource Technologies, Inc.
00000 X 00xx Xxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000
V. Termination
Any party hereto may terminate this Agreement, without cause, by giving thirty
(30) days written notice thereof by certified mail or registered mail to the
other party. OneSource may
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immediately terminate this Agreement, with cause, by giving written notice
thereof by certified mail or registered mail to PRM. OneSource and PRM's rights,
duties, and responsibilities as set forth in this Agreement will continue in
full force and effect during any notice period. This termination applies to
either this entire Agreement, or any one Project Agreement, and shall be
specified in the written termination notice.
VI. Amendments
Any amendments or modifications to the Agreement shall be invalid unless made in
writing and executed by the parties to this Agreement or authorized
representatives thereof.
VII. Jurisdiction and Choice of Law
The State and Federal courts of the State of Arizona shall have exclusive
jurisdiction over all controversies that may arise in any manner under this
Agreement. This Agreement shall be construed in accordance with and governed by
the laws of the State of Arizona.
In Witness whereof, the parties hereto have set their hands by there duly
authorized agents:
On Behalf of PRM:
/s/ Xxxxxxx Xxxxxxx 10/1/04
------------------- -------
NAME SIGNATURE / TITLE DATE
On Behalf of OneSource Technologies, Inc.:
/s/ Xxxxxxx X. Xxxxxxxx 10/1/04
----------------------- -------
NAME SIGNATURE / TITLE DATE
Both parties agree that a signed facsimile copy of this agreement will be
legally binding.
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ATTACHMENT A
OTHER FEES
A fee will also be earned by PRM for other activities performed such as but not
limited to, Fund Raising efforts, Mergers or Acquisitions, or other standard
commissionable sales activities. The fees for each are shown below:
Fund Raising in the form of either debt or equity:
6% of the amount raised up to $1,000,000
5% of the amount raised over $1,000,000 and less than $2,000,000
4% of any amount raised over $2,000,000
Merger or Acquisition:
5% of the total value of the Transaction up $5,000,000
4% of the total value of the Transaction over $5,000,000 and less than
$15,000,000
3% of the total value of the Transaction over $15,000,000
Commissionable Sales:
Commissions will be paid to PRM at the current rates paid to employees of
OneSource under their standard Compensation Plan
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