New York, NY 10005-3111 USA Consulting Agreement
Exhibit
10.44
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00
Xxxx Xxxxxx, 00xx XX
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Crescent
Fund LLC
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Xxx
Xxxx, XX 00000-0000 XXX
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T:
212.509.3060 f: 866.304.7522
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This
Agreement made this March 10, 2007 by and between Crescent Fund, LLC, a Delaware
Limited Liability Company, whose address is 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000, hereinafter referred to as “CRESCENT”
or “Consultant”
and Sweet Success
Enterprises Inc., a Nevada corporation, its agents, successors or assigns,
hereinafter referred to as “SWEET SUCCESS”
OR “Client”,
whose address is
0000 XX Xxxx 000, xxxxx 000, Xxx Xxxxxxx, XX 00000. Tel: 000.000.0000; Fax:
000.000.0000
Whereas
Consultant is in the business of providing management consulting services to
businesses in an effort to obtain capital from third parties for business use,
including equipment leasing, purchase order and/or contract financing, factoring
and financing for land and buildings' utilizing various financing instruments
and whereas Client desires to retain Consultant for the following
purposes:
To
attempt to arrange financing for the purpose of working capital as an
intermediary.
For
and
in consideration of mutual benefits, promises, and the cross consideration
hereinafter set forth, the adequacy of which is hereby acknowledged, the parties
hereto, CRESCENT and SWEET SUCCESS, collectively “THE PARTIES”,
hereby covenant
and agree as follows:
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1.
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Services
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a.
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CRESCENT
is hereby engaged by SWEET SUCCESS, to provide capital funding services
(non-exclusive) including serving as an investment banking liaison,
and
acting as capital consultant for a six month period from the date
hereof.
CRESCENT shall contact institutional investors, arrange presentation
of
the Company, assist in restructuring SWEET SUCCESS'S business plan
for
presentation and arrange conferences with capital sources(the
term).
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b.
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CRESCENT
is engaged to provide capital structure, working capital, equipment
financing, merger and acquisition, and reorganization consulting
services
to SWEET SUCCESS for purposes of attempting to capitalize the company
for
a six month period from the date
hereof.
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2.
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Compensation
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a.
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SWEET
SUCCESS hereby agrees to pay CRESCENT for the services set forth
in
Paragraph 1, the following items:
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b.
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Recognizing
that CRESCENT has extensive sources of venture capital, coupled with
brokerage industry contacts, SWEET SUCCESS hereby agrees to pay CRESCENT
for the consulting services set forth in Paragraph 1 in the form
of a
success fee of seven percent (7%), inclusive of all fees, in cash
of the
amount of capital raised as a result of contacts by CRESCENT, and/or
success fee of seven percent (7%), inclusive of all fees, in cash
of the
capitalized value, computed based on shares issued of any merger
or
acquisition. Such fees shall be due at closing of any transaction
in which
CRESCENT has acted as the introducing
person.
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c.
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SWEET
SUCCESS shall pay all out-of-pocket expenses related to the services
set
forth in Paragraph 1 above, subject to budget approval by SWEET SUCCESS
prior to incurring the expense.
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3.
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Termination
of Agreement
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A.This
Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided herein above, except as follows:
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a.
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Upon
the bankruptcy or liquidation of the other party, whether voluntary
or
involuntary;
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b.
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Upon
the other party taking the benefit of any insolvency
law;
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c.
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Upon
the other party having or applying for a receiver appointed for either
party; and/or written notice by one party to the other
party.
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4.
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Notices
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a.
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All
notices hereunder shall be in writing and addressed to the party
at the
address herein set forth, or at such other address which notice pursuant
to this section may be given, and shall be given upon the earlier
of
actual receipt or three (3) business days after being mailed or delivered
to such courier service. Any notices to be given hereunder shall
be
effective if executed by and/or sent by the attorneys for THE PARTIES
giving such notice and, in connection therewith, THE PARTIES and
their
respective counsel agree in giving such notice such counsel may
communicate directly in writing with such party to the extent necessary
to
give such notice.
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Pg.
1
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5.
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Attorney
Fees
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In
the
event either party is in default of the terms or conditions of this Consulting
Agreement and legal action is initiated or suit be entered as a result of such
default, the prevailing party shall be entitled to recover all costs incurred
as
a result of such default including reasonable attorney fees, expenses and court
costs through trial, appeal and to final dispositions.
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6.
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Time
is of the Essence
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Time
is
hereby expressly made of the essence of this Consulting Agreement with respect
to the performance by THE PARTIES of their respective obligations
hereunder,
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7.
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Inurement
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This
Consulting Agreement shall inure to the benefit of and be binding upon THE
PARTIES hereto and then-respective heirs, executors, administrators, personal
representatives, successors, and assigns.
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8.
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Entire
Agreement
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This
Consulting Agreement contains the entire agreement of THE PARTIES. It is
declared by THE PARTIES that there are no other oral or written agreements
or
understanding between them affecting this Agreement. This Agreement supersedes
all previous agreements.
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9.
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Amendments
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This
Agreement may be modified or amended provided such modifications or amendments
are mutually agreed upon and between THE PARTIES hereto and that said
modifications or amendments are made only by an instrument in writing signed
by
THE PARTIES.
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10.
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Waivers
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No
waiver
of any provision or condition of this Agreement shall be valid unless executed
in writing and signed by the party to be bound thereby, and then only to the
extent specified in such waiver. No waiver of any provision or condition of
this
Agreement and no present waiver of any provision or condition of this Agreement
shall be construed as a future waiver of such provision or
condition.
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11.
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Non-Waiver
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The
failure of either party, at any time, to require any such performance by any
other party shall not be construed as a waiver of such right to require such
performance, and shall in no way affect such party's right to require such
performance and shall in no way affect such party's right subsequently to
require a full performance hereunder.
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12.
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Construction
of Agreement
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Each
party and its counsel have participated fully in the review and revision of
this
Agreement. Any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of
this Agreement.
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13.
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Non-Circumvention
Agreement
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SWEET
SUCCESS agrees, represents and warrants herby that it shall not circumvent
CRESCENT with respect to any banking or lending institution, investment bank,
trust, corporation, individual or investor introduced by CRESCENT to SWEET
SUCCESS pursuant to the terms with CRESCENT for the purpose of, without
limitation, this Agreement and for a period of eighteen (18) months from the
date of execution by THE PARTIES of this Agreement,
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14.
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Applicable
Law
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THIS
AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR
ALL
PURPOSES BY THE LAWS OF THE STATE OF NEW YORK FOR WHICH XXX XXXXXX XX XXX XXXX
XXXX, XXX XXXX SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE
OR
LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STYLE. The parties agree that
mediation shall be used as an initial forum for the good-faith attempt to settle
and resolve any issues or disputes that may arise.
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15.
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Counterparts
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This
Agreement may be executed in a number of identical counterparts. Each such
counterpart is deemed an original for all purposes and all such counterparts
shall, collectively, constitute one agreement, but, in making proof of this
Agreement, it shall not be necessary to produce or account for more than one
counterpart.
Pg.
2
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16.
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Facsimile
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A
facsimile copy of this Agreement is acceptable.
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17.
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Acceptance
of Agreement
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Unless
both parties have signed this Agreement within ten (10) business days of the
date listed above, this Agreement shall be deemed automatically withdrawn and
terminated.
IN
WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution
of
this Consulting Agreement this March 10, 2007 by and between:
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CRESCENT
FUND, LLC.
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SWEET
SUCCESS ENTERPRISES INC.
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A
Delaware Limited Liability Company
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A
Nevada corporation
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By:
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/s/
Xxxxxxx Xxxxxx-Xxxxx
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By:
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/s/
Xxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxx-Xxxxx, President & CEO
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Xxxx
Xxxxxxxxx, CEO
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Date:
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March
10, 2007
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Date:
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March
10, 2007
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Pg.
3
