EXHIBIT 10.1
CONSULTING SERVICES AGREEMENT 1
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CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") with an effective date of
the 15th day of July, 2012 ("Effective Date") is entered by and between
GHL GROUP, LTD
("Consultant"), a strategic advisor to emerging growth companies, and
30 DC, INC (OTC: TDCH)
("Client"), a publicly traded Maryland Corporation, with reference to the
following:
RECITALS
A. Client desires to be assured of the services of Consultant in order to
avail itself of Consultant's experience, skills, knowledge, abilities and
background in the fields of business development, and financial consulting.
Client is therefore willing to engage Consultant upon the terms and conditions
set forth herein.
B. Consultant agrees to be engaged and retained by Client upon the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
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GHL GROUP, LTD
CONSULTING SERVICES AGREEMENT 2
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1. ENGAGEMENT. Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to provide financial consulting
services and to become a strategic and financial advisor to Client and to render
such advice and including but not limited to the following:
Consultant intends to (a) Evaluate financial assumptions and forecasts prepared
by the Company, (b) Provide advice regarding the value of the Company, (c)
Examine the capital structure of the Company, (d) Assist the Company to complete
a business and financial plan, (d) Assist the Company develop and target
business development initiative, (e) Assist the Company develop and target
mergers and acquisition opportunities, (f) Assist the Company recruit additional
management and board of directors members, (g) Assist the Company identify
financing sources..
2. TERM. The term of this Agreement ("Term") shall commence on the effective
date and continue for a period of Six (6) months as follows: Financial
consulting services to Client will begin on the effective date.
3. COMPENSATION. In connection with the appointment of Consultant hereunder and
as consideration for Consultant entering into this Agreement, Client and
Consultant agree to the following:
A. ENGAGEMENT FEE: For the performance of its consulting services hereunder
Consultant shall receive an initial fee of Five Hundred Thousand (500,000)
restricted 144 securities of the Client stock. Within 15 days of execution of
this Agreement, Client shall notify its transfer agent to issue a certificate
for the stock in the name of Client.
B. MONTHLY RETAINER FEE: For ongoing services hereunder Consultant shall
receive a monthly fee of US $3,000. The Monthly Retainer shall commence on July
15, 2012 and shall be payable on the 15th of month. The last payment shall occur
on December 15th 2012.
4. REMEDY. If Client breaches this Agreement by not paying any compensation or
fee payments due, Consultant may terminate or suspend all performances or
services remaining to be rendered by Consultant under this Agreement and Client
will remain liable for all remaining payments due under this Agreement.
5. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such time
as is necessary to service Client in a commercially reasonable manner. Client
and Consultant acknowledge and agree that confidential and valuable information
proprietary to either one party and obtained during its business relationship
with either one party, shall not be, directly or indirectly, disclosed without
the prior express written consent of the other party, unless and until such
information is otherwise known to the public generally or is not otherwise
secret and confidential. All non public information shall be deemed
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GHL GROUP, LTD
CONSULTING SERVICES AGREEMENT 3
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"Confidential." Consultant may disclose Client's confidential information
pursuant to applicable laws or regulations, provided that Consultant may
disclose only information required for services and performances hereunder.
6. INDEPENDENT CONTRACTOR. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and shall not be
subject to the control or supervision of Client. Client acknowledges that
nothing in this Agreement shall be construed to require Consultant to provide
services to Client at any specific time, or in any specific place or manner,
unless otherwise mutually agreed.
7. INDEMNIFICATION AND REPRESENTATION. Client agrees to save harmless, indemnify
and defend Consultant, its agents and employees from and against any cost, loss,
damage, liability, judgment and expense whatsoever, including attorney's fees,
suffered or incurred by it by reason of, or on account of, any misrepresentation
made to it or its status or activities as Consultant under this Agreement unless
due to gross negligence or fraud by Consultant.
8. NON TRANSFER AND NON ASSIGNABILITY. This Agreement shall be non transferable
and non assignable by either party.
9. MISCELLANEOUS. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision and no waiver shall
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all
parties. This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements or negotiations. This agreement may, if
required, be signed in counterparts, or by facsimile. Neither party assumes any
responsibilities or obligation whatsoever, other than the responsibilities and
obligations expressly set forth in this Agreement or a separate written
agreement between Client and Consultant. Neither party shall be liable under the
provisions of this Agreement for damages on account of accidents, fires, acts of
God, government actions, state of war, or any other causes beyond the control of
the party whether or not similar to those enumerated. In the event of a conflict
between this Agreement and any future agreements executed in connection
herewith, the provisions of this Agreement shall generally prevail. It is
acknowledged and agreed by Client and Consultant that should any provision of
this Agreement be declared or be determined to be illegal or invalid by final
determination of any court of competent jurisdiction, the validity of the
remaining parts, terms or provisions of this Agreement shall not be affected
thereby, and the illegal or invalid part, term or provision shall be deemed not
to be a part of this Agreement. This Agreement is subject to all federal, state,
and local government regulations, and shall be construed in accordance with the
laws of the United States. IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement on the date first written above.
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GHL GROUP, LTD
CONSULTING SERVICES AGREEMENT 4
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GHL GROUP, LTD.
Signature: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
30 DC, INC
Signature: /s/ Xxxxxxxx X. Xxxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
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GHL GROUP, LTD
