CONSULTING AGREEMENT
EXHIBIT
99.1
THIS AGREEMENT (the
“Agreement”), is made and entered into as of this 22nd
day of
January 2008, by and between Mirador Consulting, Inc., a Florida corporation,
with offices at 0000 X. Xxxxxxx Xxx, Xxxxx X, Xxxx Xxxxx, Xxxxxxx 00000
(“Mirador” or the “Consultant”), and CRC Crystal Research Corp. a Nevada corporation,
with
offices at 0000 Xxxx Xxxxxxx
Xxxxxx, Xxxx, Xxxxxxx 00000 (the “Company”) (together the
“Parties”).
WHEREAS,
Consultant is in the
business of providing services for management consulting, business advisory,
shareholder information and public relations;
WHEREAS,
the Company deems it
to be in its best interest to retain Consultant to render to the Company such
services as may be needed; and
WHEREAS,
the
Parties desire to
set forth the terms and conditions under which Consultant shall provide services
to the Company.
NOW,
THEREFORE, in
consideration of the mutual promises and covenants herein contained, and other
valid consideration, receipt of which is hereby acknowledged, the Parties agree
as follows:
Term
of Agreement
The
Agreement shall remain in effect from the date hereof through the expiration
of
a period of one year from the date hereof (the “Term”), and thereafter may be
renewed upon the mutual written consent of the Parties.
Nature
of Services to be rendered
During
the Term and any renewal thereof, Consultant shall: (a) provide the Company
with
corporate consulting services on a best efforts basis in connection with
corporate finance, corporate finance relations, introductions to other financial
relations companies and other financial services; (b) contact the Company’s
existing stockholders, responding in a professional manner to their questions
and following up as appropriate; and (c) use its best efforts to introduce
the
Company to various securities dealers, investment advisors, analysts, funding
sources and other members of the financial community with whom it has
established relationships, and generally assist the Company in its efforts
to
enhance its visibility in the financial community (collectively, the
“Services”).
It
is
acknowledged and agreed by the Company that Consultant carries no professional
licenses, and is not rendering legal advice or performing accounting services,
nor acting as an investment advisor or brokerage/dealer within the meaning
of
the applicable state and federal securities laws. The Services of
Consultant shall not be exclusive nor shall Consultant be required to render
any
specific number of hours or assign specific personnel to the Company or its
projects.
Disclosure
of Information
Consultant
hereby agrees as follows:
The
Consultant 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: (i) to its agents or representatives that
have a need to know in connection with the Services hereunder; provided such
agents and representatives have a similar obligation to maintain the
confidentiality of such information; (ii) as may be required by applicable
law;
provided, Consultant shall provide prompt prior written notice thereof to the
Company to enable the Company to seek a protective order or otherwise prevent
such disclosure; and (iii) such information as becomes publicly known through
no
action of the Consultant, or its agents or representatives.
Compensation
During
the Term of this Agreement, the Company will pay to the Consultant the sum
of
$3,000.00) dollars per month in arrears, commencing only upon the raising
by the
Company facilitated/in consultation with the Consultant of not less than
$250,000.
Upon
execution of the Agreement, the Consultant shall purchase and the Company will
issue to the Consultant 600,000 shares of CRC Crystal Research
Corp. restricted common stock for a total purchase price of six hundred dollars
($600.00) (the “Restricted Stock”) as per the Investment Representation Letter
(incorporated by reference into the Agreement and attached as Addendum
A). Such subscription funds shall be accepted by the Company, and the
issued shares delivered to the Consultant in accordance with the following
release schedule:
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1.
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300,000
shares upon the execution of this Agreement,
and
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2.
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300,000
shares upon the raising by the Company facilitated/in consultation
with
the Consultant of not less than $250,000.
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Finders
Agreement.
All
net
compensation from, without limitation, cash, stock, warrants, mergers and
acquisitions, public and private offerings or any other business derived from
this association from either party referring or consulting on a mutual client,
unless a different arrangement is agreed upon in writing, in advance, on a
case-by-case basis, the Consultant shall receive a “finders fee” of five (5%)
percent of the total amount of any funding event. Company shall pay the
Consultant all compensation due hereunder within 5 days after receipt by the
Company of good and settled funds to it.
Representations
and Warranties of the Consultant
In
order to induce the Company to enter into this Agreement, the Consultant
hereby
makes the following unconditional and irrevocable representations and
warranties:
In
connection with its execution of and performance under this Agreement, the
Consultant has not taken and will not take any action that will cause it to
become required to make any filings with or to register in any capacity with
the
Securities and Exchange Commission (the “SEC”), the National Association of
Securities Dealers, Inc. (the “NASD”), the securities commissioner or department
of any state, or any other regulatory or governmental body or
agency.
Neither
the Consultant nor any of its principals is subject to any sanction or
restriction imposed by the SEC, the NASD, any state securities commission or
department, or any other regulatory or governmental body or agency, which would
prohibit, limit or curtail the Consultant’s execution of this Agreement or the
performance of its obligation hereunder.
The
Consultant’s purchase of shares pursuant to this Agreement is an investment made
for its own account. The Consultant is permitted to provide consulting services
to any corporation or entity engaged in a business identical or similar to
the
Company’s.
Duties
of the Company
The
Company will supply Consultant, on a regular basis and timely basis, with all
approved data and information about the Company, its management, its products,
and its operations as reasonably requested by Consultant and which the Company
can obtain with reasonable effort; and Company shall be responsible for advising
Consultant of any facts which would affect the accuracy of any prior data and
information previously supplied to Consultant so that the Consultant may take
corrective action.
The
Company’s counsel must, within five (5) business days of receiving written
notice from the Consultant, provide an opinion letter to the Consultant and
the
Transfer Agent for the Company’s Restricted Stock addressing the permissible
resale of the Restricted Stock and the M&A Restricted Stock (pursuant to
Rule 144 of the Securities Act of 1933, as amended (the “1933 Act”) transferred
to the Consultant under this Agreement.
Representations
and Warranties of the Company
In
order
to induce the Consultant to enter into this Agreement, the Company hereby makes
the following unconditional representations and warranties:
The
Company is not subject to any restriction imposed by the SEC or by operation
of
the 1933 Act, the Exchange Act of 1934, as amended (the “1934 Act”) or any of
the rules and regulations promulgated under the 1933 Act or the 1934 Act which
prohibit its execution of this Agreement or the performance of its obligations
to the Consultant set forth herein.
The
Company has not been sanctioned by the SEC, the NASD or any state securities
commissioner or department in connection with any issuance of its securities.
All payments required to be made on time and in accordance with the payment
terms and conditions set forth herein.
Registration
Obligations
At
any
time following the signing of the Agreement if the Company files a registration
statement with the SEC registering an amount of securities equal to at least
$1,000,000 (“Registration Statement”), the Company must
provide a ten (10) day prior written notice of the Registration Statement to
the
Consultant and any subsequent holder of the Restricted Stock and at the written
request and direction of the Consultant and/or subsequent holders must provide
piggy back registration rights and include the consultant and/or subsequent
holders shares in the Registration Statement.
Compliance
with Securities Laws
The
Parties acknowledge and agree that the Company is subject to the requirements
of
the 1934 Act, and that the 1933 Act, the 1934 Act, the rules and regulations
promulgated thereunder and the various state securities laws (collectively,
“Securities Laws”) impose significant burdens and limitations on the
dissemination of certain information about the Company by the Company and by
persons acting for or on behalf of the Company. Each of the Parties
agrees to comply with all applicable Securities Laws in carrying out its
obligations under
the
Agreement; and without limiting the generality of the foregoing, the Company
hereby agrees (i) all information about the Company provided to the Consultant
by the Company, which the Company expressly agrees may be
disseminated to the public by the Consultant in providing any public relations
or other services pursuant to the Agreement, shall not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements made, in light of the circumstances in which they were
made,
not misleading, (ii) the Company shall promptly notify the Consultant if it
becomes aware that it has publicly made any untrue statement of a material
fact
regarding the Company or has omitted to state any material fact necessary to
make the public statements made by the Company, in light of the circumstances
in
which they were made, not misleading, and (iii) the Company shall promptly
notify the Consultant of any “quiet period” or “blackout period” or other
similar period during which public statements by or on behalf of the Company
are
restricted by any Securities Law. Each Party (an “indemnifying
party”) hereby agrees, to the full extent permitted by applicable law, to
indemnify and hold harmless the other Party (the “indemnified party”) for any
damages caused to the indemnified party by the indemnifying party’s breach or
violation of any Securities Law, except to the extent that the indemnifying
party’s breach or violation of a Securities Law is caused by the indemnified
party’s breach or violation of the Agreement, or any Securities
Law.
Expense
Reimbursement
Consultant
shall be entitled to receive cash reimbursement, and the Company shall provide
cash reimbursement, of all reasonable and necessary pre-approved cash expenses
paid by the Consultant on behalf of the Company in performance of its own duties
hereunder. Such expenses shall include, without limitation, reasonable
pre-approved expenses for communications,
deliveries and travel. In no event, however will the Consultant incur on behalf
of the Company any expense without the prior written consent of the
Company.
Indemnification
of Consultant by the Company
The
Company acknowledges that the Consultant relies on information provided by
the
Company in connection with the provisions of Services hereunder and represents
that said information does not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements made, in
light of the circumstances in which they were made, not misleading, and agrees
to hold harmless and indemnify the Consultant for claims against the Consultant
as a result of any breach of such representation and for any claims relating
to
thepurchase
and/or sale of the Company’s securities occurring out of or in connection with
the Consultant’s relationship with the Company including, without limitation,
reasonable attorney’s fees and other costs arising out of any such claims;
provided, however, that the Company will not be
liable in any such case for losses, claims, damages, liabilities or expenses
that arise from the gross negligence or willful misconduct of
Consultant.
Indemnification
of the Company by the Consultant
The
Consultant shall indemnify and hold harmless the Company and its principals
from
and against any and all liabilities and damages arising out of any the
Consultant’s gross negligence or intentional breach of its representations,
warranties or agreements made hereunder.
Issuance
of Restricted Stock to Consultant
The
Restricted Stock shall be issued as fully-paid and non-assessable securities.
The Company shall take all corporate action necessary for the issuance
Restricted Stock, to be legally valid and irrevocable, including obtaining
the
prior approval of its Board of Directors.
Applicable
Law
It
is the intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the State of Florida
and
that in any action, special proceeding or other proceedings that may be brought
arising out of, in connection with or by reason of this Agreement, the law
of
the State of Florida shall be applicable and shall govern to the exclusion
of
the law of any other forum, without regard to the jurisdiction on which any
action or special proceeding may be instituted.
Disputes
Any
and
all conflicts, disputes and disagreements arising out of or in connection with
any aspect of the Agreement shall be subject to the jurisdiction of state court,
Palm Beach County, Florida. However,
if
Consultant needs to enforce any registration rights or shareholder rights,
Consultant reserves the right to file an injunctive action in a court in Palm
Beach County, Florida.
In signing this Agreement, the Company waives their right to challenge
jurisdiction on this issue.
Entire
Understanding/Incorporation of other Documents
The
Agreement contains the entire understanding of the Parties with regard to the
subject matter hereof, superseding any and all prior agreements or
understandings whether oral or written, and no further or additional agreements,
promises, representations or covenants may be inferred or construed to exist
between the Parties.
No
Assignment or Delegation without Prior Approval
No
portion of the 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 operation of law or as otherwise set forth
herein.
Survival
of Agreement
The
Agreement and all of its terms shall inure to the benefit of any permitted
assignees of or lawful successors to either Party.
Independent
Contractor
Consultant
agrees to perform its consulting duties hereto as an independent
contractor. Nothing contained herein shall be considered to as
creating an employer-employee relationship between the parties to this
Agreement.
No
Amendment except in Writing
Neither
the Agreement nor any of its provisions may be altered or amended except in
a
dated writing signed by the Parties.
Waiver
of Breach
No
waiver of any breach of any provision hereof shall be deemed to constitute
a
continuing waiver or a waiver of any other portion of the
Agreement.
Severability
of the Agreement
Except
as otherwise provided herein, if any provision hereof is deemed by arbitration
or a court of competent jurisdiction to be legally unenforceable or void, such
provision shall be stricken from the Agreement and the remainder hereof shall
remain in full force and effect.
Termination
of the Agreement
The
Company may terminate the Agreement, with or without cause, by providing a
thirty (30) day written notification to the Consultant. The Agreement will
terminate thirty (30) days following the date of receipt of the written
notification by the Company (“Date of Termination”). In the event of
termination of the Agreement by the Company without cause, the Consultant shall
be entitled to keep any and all fees, Company stock or other compensation it
received from the Company under the Agreement prior to the Date of Termination.
In the event of termination, the “Finders Agreement” shall remain in effect for
12 months from the date of termination with respect to parties with whom the
Consultant has introduced to the Company.
Counterparts
and Facsimile Signature
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery
of
this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents.
No
Construction against Drafter
The
Agreement shall be construed without regard to any presumption or other
requiring construction against the Party causing the drafting
hereof.
IN
WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement, effective as of the
date
set forth above.
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CRC
CRYSTAL REAEARCH
CORP.
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MIRADOR
CONSULTING,
INC.
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| By: |
/s/
Xxxxx X. Pandelisev
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By: |
/s/
Xxxxx X. Xxxx
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Xxxxx X. Pandelisev, President
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Xxxxx X. Xxxx, President
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January
22, 2008
7
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Consulting
Agreement for CRC Crystal Research January
2008
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