CONSULTING AGREEMENT
Exhibit
10.6
THIS
AGREEMENT is made
as of February 14, 2006 and between Salon City, Inc. a Nevada Corporation
and
Xxxxx Xxxxxx (the "Consultant").
RECITALS:
A. The
Company
requires financial services consulting to build the value of the Company
for the
benefit of its shareholders; and Xxxxx Xxxxxx. agrees to perform
consulting services related to corporate finance, and other financial service
matters, upon the request of the President of the Company, and will make
available qualified personnel for this purpose and devote such business time
and
attention to such matters as it shall determine is required.
B. The
Consultant has provided investment and merchant banking services for a number
of
companies; and
C. The
Company recognizes the substantial experience and knowledge of the Consultant
in
matters relating to investment banking; and
D. The
Company further recognizes that it is in the best interests of the Company
to
engage the consulting services of the Consultant; and
F. The
Company desires to retain the valuable services and counsel of the Consultant
and the Consultant desires to render such services to the Company upon the
terms
set forth in this Agreement.
NOW,
THEREFORE, in
consideration of the mutual promises and covenants set forth below, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto, intending to be legally bound hereby agree
as
follows:
1. Recitals. The
Recitals to this Agreement are hereby incorporated into this Agreement as
though
fully restated herein.
2. Engagement. The
Company hereby engages the Consultant, and the Consultant accepts engagement
by
the Company, upon the terms and conditions set forth in this
Agreement.
3. Term. The
term of this Agreement shall begin on the date hereof and shall continue
until
July 1, 2006.
4. Consulting
Services Compensation.
(A) The
Company shall pay to Consultant as compensation for its services under this
Agreement 625,000 shares of common stock.
(B) The
Company may in the future provide the Consultant with such additional
compensation as the Company and the Consultant shall mutually agree for any
additional services by the Consultant not provided for in this
Agreement.
5. Duties. From
time to time as reasonably requested by the Company, the Consultant agrees
to perform
consulting services related to corporate finance and other financial service
matters, upon the request of the President of the Company, and will make
available qualified personnel for this purpose and devote such business time
and
attention to such matters as it shall determine is required. Such
services shall include, but not be limited to, strategic planning, planning
meetings with the investment community, assisting the Company’s management in
designing the Company’s Business Plan and “Growth-by-Acquisition” strategy.
Additionally, Consultant shall prepare or assist in the preparation of a
Company
Corporate Profile, Fact Sheets, and Shareholder Letters.
6. Nature
of Engagement. The Company is engaging
the Consultant as an independent contractor. Nothing in this Agreement shall
be
construed to create an employer-employee relationship between the parties.
The
services to be provided will not be in connection with the offer or sale
of
securities in a capital-raising transaction.
7. Expenses. Upon
receipt of requests from the Consultant for reimbursement, the Company shall
reimburse the Consultant for all reasonable and necessary expenses the
Consultant incurs, prior to and after the date of this Agreement in performing
its duties in connection with this Agreement. The Consultant shall be required
to receive authorization from the Company prior to incurring any such expenses
in excess of $1,000.00.
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8. Notices.
Any notice, report or demand required, permitted or desired under
this
Agreement shall be sufficient if in writing and delivered by certified mail,
return receipt requested, Federal Express (or similar courier) or receipted
hand
delivery at the following addresses (or such other addresses designated by
proper notice):
To
the
Company: Salon
City, Inc.
Xxxxx Xxxxxxxx
000
X. Xxxx Xxxxxx
Xxxxx
000
Xxxx
Xxxxxxxxx, XX 00000
To
the
Consultant: Xxxxx
Xxxxxx
0000
Xxxxx Xxxx
Xxxxxxxx,
XX 00000
Any
notice otherwise delivered shall be
deemed given when actually received by recipient.
9. Miscellaneous.
(A) Governing
Law. This Agreement shall be governed by, interpreted and
enforced in accordance with the laws of the State of Florida.
(B) Entire
Agreement. This instrument contains the entire
agreement of the parties concerning engagement and may not be changed or
modified except by written agreement duly executed by the parties
hereto.
(C) Confidentiality.
Except as may otherwise be required by law, the specific provisions of this
Agreement shall remain strictly confidential. Notwithstanding the foregoing,
the
parties agree that Consultant shall disclose that it is being compensated
by the
Company in all of its promotional releases to the public, in accordance with
the
Act. Neither the Company nor the Consultant shall, either directly or indirectly
through their respective officers, directors, employees, shareholders, partners,
joint ventures, agents, consultants, contractor, affiliates or any other
person,
disclose, communicate, disseminate or otherwise breach the confidentiality
of
all or any provision of this Agreement, without the express written consent
of
both parties to this Agreement.
(D) Assignment. The
obligations of the parties under this Agreement shall not be assigned without
the written consent of the parties. Notwithstanding any provision of this
Agreement to the contrary, however, the Consultant shall be entitled to provide
that any funds payable or stock issuable to it pursuant to this Agreement
shall
instead be paid or issued to its designee.
(E) Counterparts
and Facsimile. This Agreement may be executed in counterparts,
and all counterparts will be considered as part of one agreement binding
on all
parties to this Agreement. This Agreement may be executed via facsimile,
which
signatures shall be deemed legal and binding as an original signature
hereto.
(F) Severability. If
any term, condition or provision of this Agreement or the application thereof
to
any party or circumstances shall, at any time or to any extent, be invalid
or
unenforceable, the remainder of this Agreement, or the application of such
term,
condition or provision to parties or circumstances other than those as to
which
it is held invalid or unenforceable, shall not be affected thereby, and each
term, condition and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
By: Xxxxx
Xxxxxxxx
By: Xxxxx
Xxxxxx
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