Exhibit 10.12
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "AGREEMENT"), dated as of the 9th day of
February 2004 (the "COMMENCEMENT DATE"), by and between Sonoma College, Inc.,
(the "FIRM"), and Xxxxx Xxxxxxxxx ("XXXXXXXXX"), Xxxxxx Xxxxxx ("R XXXXXX"),
Xxxxx Xxxxx ("XXXXX"), ANC Group, Inc. ("ANC") and Xxxxxx Xxxxxx ("E XXXXXX" and
together with Xxxxxxxxx, R Xxxxxx, ANC and Xxxxx collectively, the
"CONSULTANTS").
RECITALS
WHEREAS, the Firm desires to retain the Consultants to provide such
consultation and advisory services as the Firm may require from time to time as
set forth herein and the Consultants is willing to be retained by the Firm to
provide such services to the Firm, all in accordance with the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter contained, the parties hereto hereby agree as follows:
1. RETENTION OF CONSULTANTS.
The Firm hereby retains the Consultants to assist the Company with its
organization growth, providing guidance and advice in the areas of acquisitions,
financing, management efficiency, and strategic relationship and such additional
services as the President of the Firm may reasonably request, in connection with
the Firm's business (collectively, the "SERVICES") and the Consultants hereby
agree to provide to the Firm the Services.
2. INDEPENDENT CONTRACTOR.
Each party is an independent contractor and shall not hold itself or himself out
as an officer, director, employee or agent of the other party for any purpose.
Neither party has, nor shall it or he hold out or represent itself or himself as
having, any right, power, or authority to create any contract or obligation,
express or implied, on behalf of, or in the name of, or binding on the other
party unless the other party shall give explicit prior written consent thereto.
3. TERM.
The Consultants and the Firm agree that Consultants shall be retained by the
Firm for a period commencing as of the date hereof (the "COMMENCEMENT DATE") and
concluding August 9, 2005, unless earlier terminated in accordance by thirty
(30) days prior written notice by either party to the other party (the "TERM").
4. COMPENSATION.
(a) In consideration of Consultants' agreement to make themselves
available to render consulting services to the Firm and as payment in full for
all Services rendered by the Consultants during the Term, the Firm shall pay to
the Consultants, and the Consultants shall accept, a consulting fee, payable in
shares of the Company's common stock as set forth in subscription agreement
attached hereto as Exhibit A.
1
5. DUTIES.
(a) The Consultants agrees that, during the term hereof, they shall make
themselves available, when and as reasonably requested by the Firm, to use their
best efforts to assist the Firm in providing the Services.
(b) The Consultants shall be required to devote such time as is
reasonably necessary to provide the services requested hereunder.
6. BINDING AGREEMENT; ASSIGNABILITY.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns; provided,
however, that the Consultants may not assign this Agreement without the prior
written consent of the Firm.
7. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
8. GOVERNING LAW.
This Agreement shall be governed by and construed under the laws of the State of
New York, without regard to principles of conflicts of laws thereof.
9. ENTIRE AGREEMENT; AMENDMENT; WAIVER.
This Agreement embodies the entire understanding of the parties pertaining to
the subject matter hereof, and there are no other agreements (except for the
subscription agreement), representations, understandings or warranties between
the parties relating to the subject matter of this Agreement that are not set
forth herein. This Agreement may be amended, modified, supplemented or waived
only by a written instrument signed by both of the parties hereto.
10. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to
be an original, but all such counterparts together shall constitute one and the
same instrument.
11. HEADINGS.
The headings of sections herein are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the provisions of
this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the effective date above written.
SONOMA COLLEGE, INC.
By:
--------------------------
Name: Xxxxxxx Xxxxxx
Title: President and CEO
XXXXX XXXXXXXXX XXXXX XXXXX
-------------------------- --------------------------
XXXXXX XXXXXX XXXXXX XXXXXX
-------------------------- --------------------------
ANC GROUP, INC.
By:
-----------------------
Name:
Title:
