CONSULTING SERVICES AGREEMENT
Exhibit
10.36
THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”), is entered into on September
10, 2007
by and
between Delta Mutual, Inc., an US corporation organized under the laws of the
State of Delaware, having its principal office located at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxx, XX 00000 (“Delta”), and Security Systems International,
Inc., having its principal address at 0000 X. Xxxxxxxxx Xxxx, Xxxxxxxxxx, XX
00000 (“Consultant”).
WHEREAS,
Delta and the Consultant have been in discussions and negotiations in connection
with Consultant’s activities in providing advisory services to Delta;
and
WHEREAS,
Delta and Consultant have agreed on the scope of the advisory services
Consultant shall render to Delta and the compensation that Delta shall pay
to
the Consultant for such services and both parties desire to set forth in this
Agreement all the terms and provisions that shall govern their business
relationship.
NOW,
THEREFORE, in consideration of the mutual promises made by the parties to each
other, it is agreed as follows:
| 1. |
| 2. |
Scope
of Services.
Delta and Consultant agree that Delta has retained Consultant to
render
the following services to Delta:
|
| A. |
To
assist Delta in arranging a strategic business acquisition through
identification, preliminary contact and scheduling meetings between
Delta
and Target.
|
| B. |
To
provide strategic advisory and consulting services with respect to
the
exploration of strategic alternatives for maximum exposure in and
penetration of Delta’s target markets with potential Target
acquisition.
|
| C. |
To
organize periodic conference calls and meeting with representatives
of
potential strategic partners and marketing representatives and Delta
client on a pre-approved basis.
|
The
foregoing is hereinafter generally referred to as “Services”.
| 3. |
Compensation.
In
consideration for Consultant’s agreement to execute and deliver this
Agreement, Delta agrees to issue to Consultant Seven Percent (7%)
of the
amount of shares exchanged by Delta for the Target acquisition in
Delta
shares of its restricted common stock subject to the final closing
of
Target acquisition by Delta. The above 7% is computed on current
information, but the parties agree that the total number of shares
for
these services as and by provided SSI, Inc. shall be no less that
Ten
Million (10 million) shares regardless of the percentage computation.
|
| 4. | Term and Termination. Subject to earlier termination, the term of this Agreement shall begin on the date hereof and will continue in effect for a period of six (6) months (the “Term”). Either party may terminate this Agreement upon thirty days prior written notice. |
| 5. |
Independent
Contractor Status.
Consultant agrees that it is an independent contractor and is not
an
employee or agent of Delta and Consultant will not hold themselves
out as
such. Consultant has no authority or responsibility to enter into
any
binding obligations on behalf of Delta.
|
| 6. |
Confidential
Information/Trade Secrets.
During the course of the performance of the Services, Consultant
may have
access to, have disclosed to them, or otherwise obtain information
which
Delta identifies in writing or through labeling as being of a confidential
and/or a proprietary nature to it (the “Confidential Information”)
Consultant shall use such Confidential Information solely in performance
of their obligations under this Agreement and shall not disclose
or
divulge it to, or use for the benefit of, any third parties without
Delta’s written consent. Information shall not be deemed as confidential
if such information is: i) already known to Consultant free of any
restrictions at the time it is obtained; ii) subsequently learned
from an
independent third party free of any restriction; or iii) available
publicly.
|
| 7. |
Publicity.
Consultant will not represent its business relationship with Delta
or this
Agreement to any persons or entities, publicly or privately in any
term or
to any extent, except as is described in Section 2 of this Agreement.
Any
press release or the public disclosure of this Agreement or of the
business relationship between Consultant and Delta must e approved
in
advance thereof by both Consultant and Delta in writing. Neither
party
shall use the other’s name, logo, trademarks, or service marks in any
advertising, publicity releases, or in any other materials without
that
party’s prior written approval.
|
| 8. |
Best
Efforts.
Delta understands that Consultant shall utilize his best efforts
in
providing the Services set forth in Section 2. Delta fully understands
that Consultant does not and cannot promise that any specific result
will
be achieved through engagement of Consultant. Furthermore, Delta
understands that Consultant will never attempt to improperly influence
any
governmental or corporate official or entity or otherwise seek to
accomplish any improper goal on behalf of
Delta.
|
| 9. |
Dispute
Resolution.
The parties agree that any and all disputes rising out of or relating
to
this Agreement shall be determined exclusively by confidential, final
and
binding arbitration in New York City in accordance with the American
Arbitration Association, except that Delta and Consultant shall retain
the
right to seek injunctive and equitable relief for any actual or threatened
breach of Sections 6 and 7 of this Agreement in any state, federal,
or
international court of competent jurisdiction. Without limitation
of the
foregoing, each party acknowledges that it is hereby waiving any
right to
have such dispute resolved by jury trial.
|
| 10. |
Contents
of Agreement; Amendments.
This Agreement contains the entire agreement of the parties with
respect
to the subject matter herein. No amendments or modifications shall
be
binding upon either party unless made in writing and signed by both
parties.
|
| 11. |
Counterparts.
This Agreement may be executed by facsimile and in counterparts,
which,
taken together, shall be deemed an original and shall constitute
a single
Agreement.
|
IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first written above.
|
SECURITY
SYSTEMS INTERNATIONAL, INC.
|
DELTA
MUTUAL, INC.
|
|
(CONSULTANT)
|
(DELTA)
|
|
BY:
/s/
Xxxxxxx X. Xxxxxxx
|
BY:/s/
Xxxxx X. Xxxxx
|
|
Name:
Xxxxxxx
X. Xxxxxxx
|
Name:
Xxxxx X. Xxxxx
|
|
Title:
President
|
Title:
President & CEO
|
|
|
