CONSULTING AGREEMENT
EXHIBIT 10.14
THIS DOCUMENT acts forth the agreement between DMS Consulting, LLC, maintaining its principal office at 000 Xxxxx Xxxx, XXX 000 Xxxx Xxxxx XX,
00000 (“DMS” or the Consultant) and Secured Financial Network, Inc. maintaining its principal office at 0000 XX 00xx Xxxxxx,
XXX 000, Xxxxxxx Xxxxx XX. 33069 (“SFNL” or The Company).
WHEREAS, DMS is engaged in the business of providing services for management consulting, business advisory, and public relations and has knowledge, expertise and personnel to render the requisite services to the Company; and
WHEREAS, the Company is desirous of retaining DMS for the purpose of obtaining these services so as to better, more fully and more effectively deal with the financial services community on a non-exclusive basis.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, it is agreed as follows:
NATURE OF SERVICES TO BE RENDERED
During the term of this Agreement, DMS shall use its best efforts to provide the Company financial communication services, and will serve, when requested, as the Company liaison and spokesperson. The consulting services to be provided by DMS shall
include the development, implementation, and maintenance of a sound financial advisory strategy which include:
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A. |
Soliciting and arranging meetings with the investment community (both sell-side and buy-side) to promote the Company. It is understood that DMS does not perform investment advisory service and/or advise any person or entity to buy or sell the Company’s stock, and that DMS merely acts as a liaison between the Company and its shareholders, potential investors and retail stockbrokers as
an intermediary on behalf of the Company. |
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B. |
Managing and communicating the Company’s corporate profile within the investment community, with the goal of raising and improving such profile. Conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals and to advise them of the Company’s plans, goals, and activities. |
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Develop an in-depth familiarization with the Company’s business objectives and bring to the Company thereof, when known to bring to the Company’s attention potential or actual opportunities, which meet those objectives or logical extensions thereof, when known. |
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D. |
Comment on the Company’s corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, and operational viability. |
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E. |
Disseminate your company’s news press and email it to our network of potential investors. |
TERM AND TERMINATION
This Agreement shall be for a period of one month (90 days) commencing May 4th, 2009 and terminating August 4th, 2009, and thereafter may be renewed upon the mutual written consent of the parties.
COMPENSATION FOR SERVICES
The following represents the compensation to be received by DMS Consulting, LLC in connection with rendering the services hereunder:
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The Company agrees to pay Consultant, (DMS Consulting, LLC) the sum of two thousand five hundred dollars ($2500.00) per month for consulting services, upon the execution of this agreement |
TREATMENT OF CONFIDENTIAL INFORMATION
DMS shall NOT disclose to any third party any material non-public information or data received from the Company without the written consent and approval of the Company other than: to its agents or representatives that have a need to know in connection with the services hereunder.
REPRESENTATION
The Company acknowledges that DMS is in the business of providing consulting services to other businesses and entities. DMS reserves the right to perform similar services for others, as well as engage in other
business activities.
INDEMNIFICATION OF CONSULTANT BY COMPANY
The Company acknowledges that DMS, in performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and/or employees. The Company agrees to indemnify, hold harmless
and defend DMS, its officers, agents and/or employees from any proceedings, inquiries, or legal action whether administrative, governmental, or private which arises out of or is due to the inaccuracy or incompleteness of any promotional material or other information including but not limited to financial information supplied by the Company to DMS.
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DMS agrees that all services shall be performed in accordance with all applicable laws, rules, and regulations.
The Company acknowledges that DMS is acting as an independent contractor and not as an employee of the Company. As such, neither party has the authority to bind the other, nor make any unauthorized representation on behalf of the other.
The Company acknowledges that DMS shall not be held accountable for the actions of other parties the Company engages to provide consulting services to the Company throughout the duration of this agreement.
The Company shall carry no workers compensation or any health or accident insurance on DMS or consultant’s employees. Company shall not pay any contributions to social security unemployment insurance, Federal or State withholding taxes, nor provide any contributions
or benefits, which might be customary in an employer-employee relationship.
NON-ASSIGNMENT
No portion of this Agreement or any of its provisions may be assigned, nor obligations delegated, to any other person or party without the prior written consent of the Parties except by operations of law or as otherwise set forth herein.
NOTICES
Any notices given by either party to the other hereunder shall be sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to such party at the address specified on the first page of this Agreement or such other address as either party may have given to the other in writing.
ARBITRATION
Any claim or controversy arising out of or relating to this Agreement shall be settled by arbitration in the State of Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.
ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between the parties and supersedes all prior negotiations, agreements and discussions concerning the subject matter hereof.
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MODIFICATION AND WAIVER
This Agreement may not be altered or modified except by writing signed by each of the respective parties hereof. No breach or violation of this Agreement shall be waived except in writing executed by the party granting such waiver.
LAW TO GOVERN
This Agreement shall be construed according to the laws of the State of Florida.
NO PARTNERSHIP OR AGENCY
The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of the other Party, nor create any fiduciary relationship between them for any purpose whatsoever. No Party shall have any authority to act for,
or to assume any obligations or responsibility on behalf of, the other Party except as may be, from time to time, agreed upon in writing between the Parties or as otherwise expressly provided.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this agreement, effective as of the date set fourth above.
/s/ Xxxx Xxxxx
Xxxx Xxxxx, President
DMS Consulting, LLC
/s/ Xxxxxxx X Xxxxxxx
Xxxxxxx X Xxxxxxx
Chief Exec. Officer, President
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