Exhibit 10.21
CONSULTING AGREEMENT
AGREEMENT (the "Agreement") is made and entered into as of this 10th day of
April, 2006, by and between ECOLOGY COATINGS, INC., a California corporation
(the "Company"), and MDL CONSULTING GROUP, LLC, a Michigan limited liability
company (the "Consultant").
RECITALS:
WHEREAS, the Company desires to obtain Consultant's consulting services in
connection with the Consultant's identification and introduction of a suitable
public company (the "Public Company") to the Company and assistance in closing a
reverse merger transaction (the "Merger") between the Company and such Public
Company and the other matters as set forth in this Agreement; and
WHEREAS, Consultant desires to provide such services to the Company
directly for a fee that will compensate Consultant for time spent for services
rendered and costs advanced by Consultant as contemplated in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and conditions hereinafter set forth, the parties agree as follows:
1. RETENTION OF CONSULTANT. The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant's best efforts to
render to the Company the consulting services for a period of commencing on the
date of this Agreement and terminating on December 31, 2006, or such additional
periods as agreed upon in writing by the parties.
2. CONSULTANT'S SERVICES. Consultant's services under this Agreement shall
consist of the following:
2.1 Identify and introduce the Company to Public Companies that
Consultant believes would be suitable for the Company to effect a Merger with;
and
2.2 Introduce the Company to legal, accounting and other professionals
who may be necessary to assist in structuring, negotiating and closing the
Merger and to become a publicly trading company on and after the Merger on the
Nasdaq OTC Bulletin Board.
3. PAYMENT FOR SERVICES. The Company shall pay Consultant for the services
rendered hereunder by issuing Consultant 225 restricted shares of its Common
Stock, no par value per share (the "Shares"), of the Company. The value of these
Shares shall be deemed to be $9,000, or $40 per share.
3.1 The Shares will vest in Consultant and the Company will transfer
the Shares, or cause the Shares to be transferred, to Consultant upon completion
of Consultant's services under Paragraph 2.
3.2 The issuance of the Shares shall be deemed full and complete
consideration for the services to be rendered by Consultant under this
Agreement. The Company will reimburse Consultant for all direct expenses
incurred by Consultant in performing such services. Consultant shall obtain the
approval of the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make the
reimbursement to Consultant within ten (10) days after its receipt of written
notification.
4. CONSULTANT'S TIME COMMITMENT; NON-EXCLUSIVE AGREEMENT. Consultant shall
devote such time as reasonably requested by the Company for consultation, advice
and assistance on matters described in this Agreement and provide the same in
such form as the Company requests. The Company agrees that Consultant shall not
be prevented or barred from rendering services similar or dissimilar in nature
for and on behalf of any person, firm or corporation other than the Company.
Consultant agrees that the Company may retain any person, firm or corporation as
a consultant or otherwise other than Consultant to render services similar or
dissimilar in nature to those rendered or to be rendered by Consultant under
this Agreement.
5. INDEPENDENT CONTRACTOR. The relationship created under this Agreement is
that of Consultant acting as an independent contractor. The parties acknowledge
and agree that Consultant shall have no authority to, and shall not, bind the
Company to any agreement or obligation with any third party. Consultant is not
providing legal or accounting services or services as a broker/dealer and such
services must be obtained by the Company from other parties.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall maintain as
secret and confidential all valuable information heretofore or hereafter
acquired, developed or used by the Company relating to its business, operations,
employees and customers that may give the Company a competitive advantage in its
industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that, by reason of Consultant's duties
under this Agreement, Consultant may acquire Confidential Information.
Consultant recognizes that all such Confidential Information is the property of
the Company. During the term of Consultant's engagement by the Company,
Consultant shall exercise all due and diligent precautions to protect the
integrity of any or all of the Company's documents containing Confidential
Information. In consideration of the Company entering into this Agreement,
Consultant shall not, directly or indirectly, use, publish, disseminate or
otherwise disclose any Confidential Information obtained during Consultant's
engagement by the Company without the prior written consent of the Company. The
parties agree that this Paragraph 6 shall survive the termination of this
Agreement.
7. COMMUNICATIONS WITH CONSULTANT. Consultant will not independently
conduct a due diligence review of the Company and will, to a great extent, be
relying upon information provided by the Company in rendering services under
this Agreement.
8. NONCIRUMVENTION. The Company shall pay Consultant the compensation set
forth in this Agreement if, after the termination of the Agreement, it enters
into a Merger or other transaction with any of such Public Companies to whom
Consultant, directly or indirectly through a third party, has introduced the
Company during the term of this Agreement
9. EXCULPATION OF LIABILITY AND INDEMNIFICATION. All decisions with respect
to consultations or services rendered by Consultant for transactions negotiated
for and presented to the
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Company by Consultant shall be those of the Company, and Consultant shall have
no liability with respect to such decisions. In connection with the services
Consultant renders under this Agreement, the Company indemnifies and holds
Consultant harmless against any and all losses, claims, damages and liabilities
and the expense, joint and several, to which Consultant may become subject and
will reimburse Consultant for any legal and other expenses, including attorney's
fees and disbursements incurred by Consultant in connection with investigating,
preparing or defending any actions commenced or threatened or claim whatsoever,
whether or not resulting in the liability, insofar as such are based upon the
information the Company has supplied to Consultant under this Agreement. In
connection with the services Consultant renders under this Agreement, Consultant
indemnifies and holds the Company harmless against any and all losses, claims,
damages and liabilities and the expense, joint and several, to which Company may
become subject and will reimburse Company for any legal and other expenses,
including attorney's fees and disbursements incurred by the Company in
connection with investigating, preparing or defending any actions commenced or
threatened or claim whatsoever, whether or not resulting in the liability,
insofar as such are based upon or in connection with the services Consultant has
rendered under this Agreement.
10. PIGGYBACK REGISTRATION. If at any time during a two-year period after
the Shares are transferred or issued to Consultant the Company determines to
file a registration statement with the Securities and Exchange Commission in the
United States relating to an offering for its own account or the account of
others under the Securities Act of 1933, as amended, of any of its equity
securities, then the Company shall offer send to Consultant a written notice of
such offering. If within fifteen (15) days after receipt of such notice,
Consultant shall so request in writing, the Company will include in such
registration statement any or all of the Shares that Consultant requested to be
registered; provided, that the Company shall not be required to register any
such Shares that are eligible for resale pursuant to Rule 144(k) promulgated
under the Securities Act.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
contained herein. There are no representations or warranties other than as shall
be set forth in this Agreement.
12. WAIVER. No waiver or modification of this Agreement shall be valid
unless in writing and signed by the parties to this Agreement.
13. NOTICES. All notices, consents, requests, demands and offers required
or permitted to be given under this Agreement will be in writing and will be
considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage
prepaid, return receipt requested, addressed to the addresses appearing in this
Agreement. A party may change his address by giving notice to the other party to
this Agreement.
14. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one agreement. It shall not be required that any
single counterpart hereof be signed by the parties, so long as each party signs
any counterpart of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.
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16. ATTORNEYS' FEES. In case of any action or proceeding to compel
compliance with, or for a breach of, any of the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover from the losing
party all costs of such action or proceeding, including, but not limited to,
reasonable attorneys' fees.
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the day and year first above written.
ECOLOGY COATINGS, INC.,
a California corporation
By
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Its
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Address:
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MDL CONSULTING GROUP, LLC
a Michigan limited liability company
By
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Its
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Address:
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