November 16, 2005 PERSONAL AND CONFIDENTIAL
Exhibit
10.3
November
16, 2005
PERSONAL
AND CONFIDENTIAL
0000
XX
Xxxxxxxx Xxxxxx
Xxxx
Xxxx, XX 00000
Attn:
Xxxxxx
Xxxxxxxx - President
Dear
Mr.
Coschera,
This
service agreement ("Agreement") confirms the terms and conditions of the
exclusive engagement of Greentree Financial Group, Inc. ("Greentree") by
Information Systems Associates, Inc. (the
"Company") to render certain consulting services to the Company.
| 1. |
Services.
Greentree agrees to perform the following
services:
|
| (a) |
Assist
with the preparation of Form SB-2, including drafting of the registration
statement, reviewing of the Company's corporate documents in preparation
for filing the registration statement and answering comments from the
Securities and Exchange Commission;
|
| (b) |
Assist
with the preparation of all required documents in connection with the
application for Blue Sky status;
|
| (c) |
Assist
with EDGARizing the aforementioned document as required by the Securities
and Exchange Commission, including any applicable
amendments;
|
| (d) |
Assist
with the preparation of the miscellaneous documents, such as board
resolutions.
|
| (e) |
Assist
with opening a transfer agent account for the
Company
|
2. Fees.
The
Company agrees to pay Greentree for its services a consulting service fee
("Service Fee") of $60,000 and 350,000 common shares payable as follows: $40,000
in check form due upon signing this Agreement, $20,000 in check form due upon
filing of the SB-2 registration statement. The shares will be due upon signing
of this agreement and registered in the Form SB-2 registration statement. The
cash payment of $60,000 may be paid by a third party if authorized by the
Company.
3. Term.
The
term of this Agreement shall commence on
November
16, 2006 and end 120 days from this time (the
"Term"). This Agreement may be terminated by the Company with 30 days prior
written notice to Greentree. However, any obligation pursuant to this Paragraph
3, and pursuant to Paragraphs 2 (fees), 5 (indemnification), 6 (matters relating
to engagement), 7 (governing law), 10 (Non-disclosure) and 11 (miscellaneous)
hereof, shall survive the termination or expiration of this Agreement. As stated
in the foregoing sentence, the parties specifically agree that in the event
the
Company terminates this Agreement prior to expiration of the Term, the full
Service Fee of $60,000 and 350,000 common shares shall be immediately due and
non-refundable.
4. Expenses.
The Company agrees to reimburse Greentree for all of its reasonable
out-of-pocket fees, expenses and costs (including, but not limited to, legal,
accounting, travel, accommodations, telephone, computer, courier and supplies)
in connection with the performance of its services under this Agreement,
upon
prior written approval.
All
such fees, expenses and costs will be billed at any time by Greentree and are
payable by the Company when invoiced. Upon expiration of the Agreement, any
unreimbursed fees and expenses will be immediately due and payable.
5. Indemnification.
In
addition to the payment of fees and reimbursement of fees and expenses provided
for above, the Company agrees to indemnify Greentree and its affiliates with
regard to the matters contemplated herein, as set forth in Exhibit A, attached
hereto, which is incorporated by reference as if fully set forth
herein.
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6. Matters
Relating to Engagement.
The
Company acknowledges that Greentree has been retained solely to provide the
services set forth in this Agreement. In rendering such services, Greentree
shall act as an independent contractor, and any duties of Greentree arising
out
of its engagement hereunder shall be owed solely to the Company. The Company
further acknowledges that Greentree may perform certain of the services
described herein through one or more of its affiliates.
The
Company acknowledges that Greentree is a consulting firm that is engaged in
providing consulting services. The Company acknowledges and agrees that in
connection with the performance of Greentree's services hereunder (or any other
services) that neither Greentree nor any of its employees will be providing
the
Company with legal, tax or accounting advice or guidance (and no advice or
guidance provided by Greentree or its employees to the Company should be
construed as such) and that neither Greentree nor its employees hold itself
or
themselves out to be advisors as to legal, tax, accounting or regulatory matters
in any jurisdiction. Greentree may retain attorneys and accountants that are
for
Greentree’s benefit, and Greentree may recommend a particular law firm or
accounting firm to be engaged by the Company and may pay the legal expenses
or
non-audit accounting expenses associated with that referral on behalf of the
Company, after full disclosure to the Company and the Company’s consent that
Greentree make such payment on its behalf. However, Greentree makes no
recommendation as to the outcome of such referrals. The Company shall consult
with its own legal, tax, accounting and other advisors concerning all matters
and advice rendered by Greentree to the Company, and the Company shall be
responsible for making its own independent investigation and appraisal of the
risks, benefits and suitability of the advice and guidance given by Greentree
to
the Company. Neither Greentree nor its employees shall have any responsibility
or liability whatsoever to the Company or its affiliates with respect
thereto.
The
Company recognizes and confirms that in performing its duties pursuant to this
Agreement, Greentree will be using and relying on data, material, and other
information furnished by the Company, a third party provider, or their
respective employees and representatives (“the Information”). The Company will
cooperate with Greentree and will furnish Greentree with all Information
concerning the Company and any financial information or organizational or
transactional information which Greentree deems appropriate, and Company will
provide Greentree with access to the Company's officers, directors, employees,
independent accountants and legal counsel for the purpose of performing
Greentree's obligations pursuant to this Agreement. The Company hereby agrees
and represents that all Information furnished to Greentree pursuant to this
Agreement shall be accurate and complete in all material respects at the time
provided, and that, if the Information becomes materially inaccurate, incomplete
or misleading during the term of Greentree's engagement hereunder, the Company
shall promptly advise Greentree in writing. Accordingly, Greentree assumes
no
responsibility for the accuracy and completeness of the Information. In
rendering its services, Greentree will be using and relying upon the Information
without independent verification or evaluation thereof.
7. Governing
Law and Consent to Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida, including its conflict of laws provisions. All
disputes arising out of or in connection with this agreement, or in respect
of
any legal relationship associated with or derived from this agreement, shall
be
arbitrated and finally resolved, pursuant
to binding arbitration in the Country of United States.
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8. No
Brokers.
The
Company represents and warrants to Greentree that there are no brokers,
representatives or other persons which have an interest in the compensation
due
to Greentree from any services contemplated herein.
9.
Authorization.
The
Company and Greentree represent and warrant that each has all requisite power
and authority, and all necessary authorizations, to enter into and carry out
the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument (including contracts, xxxxx, agreements, records and
wire
receipts, etc.) to which it is a party or bound.
10. Non-disclosure
All the
Terms and Conditions set forth in this contract are regarded as Confidential
Subject Matter. Both
Greentree and the Company agree to hold in confidence all Confidential Subject
Matter; to not disclose any Confidential Subject Matter to any third party;
to
use Confidential Subject Matter solely for the Project; and to disclose such
Confidential Subject Matter only to individuals within receiving Party’s
organization that are directly involved with the Project on a need-to-know
basis.
Unless otherwise specified in writing, all Confidential Subject Matter remains
the disclosing Party's property. Upon request of the disclosing Party, the
receiving Party agrees to return or destroy all Confidential Subject Matter
received from the disclosing Party, except for one copy, which the receiving
Party may keep solely to monitor its obligations under this Agreement. The
party that
violates the term hereto shall indemnify the other party for any damage
therefore arises.
10.
Miscellaneous.
This
Agreement constitutes the entire understanding and agreement between the Company
and Greentree with respect to the subject matter hereof and supersedes all
prior
understandings or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications must be
executed in writing by both parties. This Agreement and all rights, liabilities
and obligations hereunder shall be binding upon and inure to the benefit of
each
party’s successors but may not be assigned without the prior written approval of
the other party. If any provision of this Agreement shall be held or made
invalid by a statute, rule, regulation, decision of a tribunal or otherwise,
the
remainder of this Agreement shall not be affected thereby and, to this extent,
the provisions of this Agreement shall be deemed to be severable. This Agreement
may be executed in any number of counterparts, each of which shall be deemed
to
be an original, but such counterparts shall, together, constitute only one
instrument. The descriptive headings of the Paragraphs of this Agreement are
inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this
Agreement.
If
both
parties agree in writing, they can make supplementary agreements for those
unsettled issues between them, which signed writings will be binding on both
parties.
Please
confirm that the foregoing correctly sets forth our agreement by signing below
in the space provided and returning this Agreement to Greentree for execution,
which shall constitute a binding agreement as of the date first above
written.
Thank
you. We look forward to a mutually rewarding relationship.
GREENTREE
FINANCIAL GROUP, INC.
By:______________________________
Name: R.
Xxxxx
Xxxxxxx
Title: Vice
President
AGREED
TO
AND ACCEPTED
AS
OF
November 16, 2005:
By:______________________________
Name: Xxxxxx
Xxxxxxxx
Title:
President
AGREED
TO
AND ACCEPTED
AS
OF
November 16, 2005:
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EXHIBIT
A: INDEMNIFICATION
The
Company agrees to indemnify Greentree, its employees, directors, officers,
agents, affiliates, and each person, if any, who controls it within the meaning
of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of
the
Securities Act of 1933 (each such person, including Greentree is referred to
as
"Indemnified Party") from and against any losses, claims, damages and
liabilities, joint or several (including all legal or other expenses reasonably
incurred by an Indemnified Party in connection with the preparation for or
defense of any threatened or pending claim, action or proceeding, whether or
not
resulting in any liability) ("Damages"), to which such Indemnified Party, in
connection with providing its services or arising out of its engagement
hereunder, may become subject under any applicable Federal or state law or
otherwise, including but not limited to liability or loss (i) caused by or
arising out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in
order
to make a statement not misleading in light of the circumstances under which
it
was made, (ii) caused by or arising out of any act or failure to act, or (iii)
arising out of Greentree's engagement or the rendering by any Indemnified Party
of its services under this Agreement; provided, however, that the Company will
not be liable to the Indemnified Party hereunder to the extent that any Damages
are found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct
of
the Indemnified Party seeking indemnification hereunder.
These
indemnification provisions shall be in addition to any liability which the
Company may otherwise have to any Indemnified Party.
If
for
any reason, other than a final non-appealable judgment finding an Indemnified
Party liable for Damages for its gross negligence or willful misconduct the
foregoing indemnity is unavailable to an Indemnified Party or insufficient
to
hold an Indemnified Party harmless, then the Company shall contribute to the
amount paid or payable by an Indemnified Party as a result of such Damages
in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and the Indemnified
Party on the other, but also the relative fault of the Company and the
Indemnified Party as well as any relevant equitable considerations.
Promptly
after receipt by the Indemnified Party of notice of any claim or of the
commencement of any action in respect of which indemnity may be sought, the
Indemnified Party will notify the Company in writing of the receipt or
commencement thereof and the Company shall have the right to assume the defense
of such claim or action (including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of fees and expenses
of
such counsel), provided that the Indemnified Party shall have the right to
control its defense if, in the opinion of its counsel, the Indemnified Party's
defense is unique or separate to it as the case may be, as opposed to a defense
pertaining to the Company. In any event, the Indemnified Party shall have the
right to retain counsel reasonably satisfactory to the Company, at the Company's
sole expense, to represent it in any claim or action in respect of which
indemnity may be sought and agrees to cooperate with the Company and the
Company's counsel in the defense of such claim or action. In the event that
the
Company does not promptly assume the defense of a claim or action, the
Indemnified Party shall have the right to employ counsel to defend such claim
or
action. Any obligation pursuant to this Annex shall survive the termination
or
expiration of the Agreement.
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