EXHIBIT 10.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made as of August 25, 2015, is by and between
CME REALTY, INC., a Nevada corporation (the "COMPANY"), with its offices at 0000
Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000 and LANDAMERICA HOLDINGS &
INVESTMENTS GROUP, LLC, A Florida limited liability company ("CONSULTANT"), with
an address at 0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000.
RECITALS
WHEREAS, contemporaneously herewith, the Company and Xxxxxxx Xxxxxx, the
principal of Consultant (the "PRINCIPAL") entered into an employment agreement,
pursuant to which the Company has agreed to compensate the Principal for
services as an executive officer of the Company; and
WHEREAS, prior to the date hereof, the Principal, on behalf of Consultant,
has rendered various business development services to the Company as set forth
below (the "SERVICEs"), on a consulting basis, for which Consultant has not been
compensated; and
WHEREAS, the Company and Consultant wish to memorialize the Services
provided by Consultant to the Company and provide for Consultant to receive
compensation for such Services, on the terms and conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto hereby agree as follows:
1. CONSULTING SERVICES.
The Parties hereby acknowledge and agree that Consultant has rendered the
Services to the Company since March 1, 2015 with respect to business
development, including:
* strategic planning, including the refinement of the Company's business
plan and other related areas;
* assisting management in identifying and evaluating business
opportunities in the alcoholic beverage industry;
* assisting management in structuring and potential business development
opportunities); and
* providing such other corporate advisory consulting services as
management requested.
2. COMPENSATION. In consideration for the performance of the Services, the
Company hereby agrees to pay Consultant a fee of $175,000, payable within thirty
(30) days of the date of this Agreement, by wire transfer of immediately
available funds to such bank or brokerage accounts as may be designated by
Consultant.
3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
warrants that any and all information supplied hereunder to Consultant in
connection with any and all services to be performed hereunder by Consultant for
and on behalf of the Company shall be true, complete and correct as of the date
of such dissemination and shall not fail to state a material fact necessary to
make any of such information not misleading. The Company hereby acknowledges
that the ability of Consultant to adequately provide the Services is dependent
upon the prompt dissemination of accurate, correct and complete information to
Consultant. The Company further represents and warrants hereunder that this
Agreement and the transactions contemplated hereunder have been duly and validly
authorized by all requisite corporate action; that the Company has the full
right, power and capacity to execute, deliver and perform its obligations
hereunder; and that this Agreement, upon execution and delivery of the same by
the Company, will represent the valid and binding obligation of the Company
enforceable in accordance with its terms.
4. CONFIDENTIALITY. Consultant agrees that all non-public information
pertaining to the prior, current or contemplated business of the Company
furnished to it in connection with performance of the Services is valuable and
confidential assets of the Company. Such information has included, without
limitation, information relating to customer lists, bidding procedures,
intellectual property, patents, trademarks, trade secrets, financing techniques
and sources and such financial statements of the Company that are not available
to the public. Consultant shall hold all such information in trust and
confidence for the Company and shall not use or disclose any such information
without the prior written consent of the Company, except (i) where such
information is publicly available or later becomes publicly available other than
through a breach of this Agreement or any subsequent agreement between the
Company and Consultant; or (ii) where such information was lawfully obtained by
Consultant from a third party or parties; or (iii) if such information was known
to Consultant prior to the date Consultant commenced rendering the Services to
the Company: or (iv) as may be required by law. The term "CONSULTANT" shall be
deemed to include the Principal for purposes of this Paragraph and of this
Paragraph shall survive the termination of the attached Agreement.
5. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that
Consultant has, at all times while rendering the Services, acted as an
independent contractor with respect to the Company and not as an employee or
agent of the Company, and nothing contained in this Agreement shall be construed
to have created a joint venture, partnership, association or other affiliation,
or like relationship, between the parties. It is specifically agreed that the
relationship has been that of independent parties to a contractual relationship.
In no event shall either party be liable for the debts or obligations of the
other except as otherwise specifically provided in this Agreement.
6. AMENDMENT. No modification, waiver, amendment, discharge or change of
this Agreement shall be valid unless the same is evidenced by a written
instrument, executed by the party against which such modification, waiver,
amendment, discharge, or change is sought.
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7. NOTICES. All notices, demands or other communications given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person or transmitted by overnight courier or on the third (3rd) calendar day
after being mailed by United States certified mail, return receipt requested,
postage prepaid, to the addresses herein above first mentioned or to such other
address as any party hereto shall designate to the other for such purpose in the
manner hereinafter set forth.
8. ENTIRE AGREEMENT. This Agreement contains all of the understandings and
agreements of the parties with respect to the subject matter discussed herein.
All prior agreements, whether written or oral, are merged herein and shall be of
no force or effect.
9. SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
10. CONSTRUCTION AND ENFORCEMENT. This Agreement shall be construed in
accordance with the laws of the State of Florida, without application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to interpret or enforce the terms and conditions of this
Agreement, the successful party will be awarded reasonable attorneys' fees and
all trial and appellate levels, expenses and costs. Exclusive jurisdiction for
any action arising out of this Agreement shall be the Federal or state courts in
the county where the Company is domiciled in Florida.
11. BINDING NATURE. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, including facsimile or electronic signatures which shall be deemed
as original signatures. All executed counterparts shall constitute one
Agreement, notwithstanding that all signatories are not signatories to the
original or the same counterpart.
(SIGNATURES APPEAR ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE COMPANY:
CME REALTY, INC.
By: /s/ Xxxxxxx XxXxxx
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Xxxxxxx XxXxxx, President
CONSULTANT:
LANDAMERICA HOLDINGS & INVESTMENTS GROUP, LLC
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Manager
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