Exhibit 10.2
Consulting Agreement
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This agreement is made as of February 20, 2004 by and between AquaCell
Technologies, Inc. ("AquaCell" or "the Company") with principal offices at 00000
Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx, XX 00000 and J DeKama Associates, with
principal offices at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 ("Consultant").
WHEREAS, the Company desires to retain the Consultant, and the Consultant
desires to be retained by the Company, pursuant to the terms and conditions
hereinafter set forth:
1. The Company hereby retains the Consultant to perform non-exclusive
consulting services related to securing retail locations for placement of its
water coolers ("Locations") on behalf of the Company's AquaCell Media
subsidiary, and/or securing entities for advertising on the water cooler's
bottle label ("Advertising"). The Company recognizes that the Consultant may
continue to render services to other companies that do not conduct business
or activities similar to those of the Company. The Consultant agrees to
utilize its judgment and experience in the provision of business development
services to the Company.
2. Term: The Consultant's retention under this agreement shall be for a period
of three (3) years commencing with the date of this agreement.
3. Compensation: For the services rendered by the Consultant under this
consulting agreement the Company shall pay the following compensation to the
Consultant:
a) The Consultant shall receive cash compensation in the form of
commissions for water cooler placement and/or for securing advertisers,
as shown on Exhibit A.
b) Consultant shall receive 150,000 warrants to purchase AquaCell's common
stock at a price of $1.22 per share. Said warrants shall be five (5)
year warrants and shall be immediately exercisable.
In the event that the Consultant utilizes the services of other entities or
individuals to secure Locations or Advertising, the Consultant may, at its
own discretion, share the above compensation with such parties.
4. In the course of performance of Consultant's duties it may receive
information which is considered material inside information within the
meaning and intent of the United States federal securities laws, rules and
regulations, Consultant will not disclose this information to others, except
as expressly authorized by the Company and will not use this information
directly or indirectly for Consultant's benefit or as a basis for advice to
any other party concerning any decision to buy, sell or otherwise deal in the
Company's securities. The provisions of this Section 4 shall survive the
termination or expiration of this Agreement.
5. Neither party may assign this Agreement or any of its rights or obligations
hereunder without the written consent of the other party.
6. Any notice under this Agreement shall be sent to the Company and the
Consultant at their respective addresses set forth above.
7. This Agreement shall be construed and governed in accordance with the laws of
the state of Delaware.
8. This Agreement contains the entire agreement between the parties and may only
be modified in writing between the parties.
IN WITNESS WHEREOF, the parties executed this Agreement on the date indicated
below next to their respective signatures.
AquaCell Technologies, Inc.
By: /s/ Xxxxx X. Xxxxxx 2/20/04
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Xxxxx X. Xxxxxx, Chairman Date
J. DeKama Associates, Inc.
By: /s/ Xxxxxx XxXxxx 2/20/04
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Xxxxxx XxXxxx Date
Exhibit A
AQUACELL MEDIA PRICING MATRIX AND PROGRAM OVERVIEW
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Number of locations per advertiser 250 1000 5000 20,000 (+)
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Advertising price per cooler per month $85 $65 $55 $45
Commission for finders of advertising $25 $15 $10 $ 5
Commission for finders of location $ 5 $ 5 $ 5 $ 5
Net to AquaCell Media $55 $45 $40 $35
Location Agreement:
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. Five year agreement
Advertising Agreement:
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. One year agreement
. Billed quarterly, with first quarter paid at time of signing contract
. 10% discount if full year is paid at time of signing contract
Artwork:
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. Printed on flexible durable Lexan(R)
. Affixed with Velcro(R) to allow message to be rotated, if so desired
. Price includes one bottled label with up to three colors per year (added
charge will apply for more colors.)
. Camera ready art must be provided
. Minimum of 250 of same ad message. (Lower volumes will have an added
charge.)
Cups:
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. Cup holder included - mounted on right side
. Cups not included in pricing
. Cups available with or without printing (we recommend printed cone cups.)
. Prices quoted upon request
Brochure holder:
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. A brochure holder may be affixed to the left side of the cooler, allowing
the advertiser to further promote its product or service
. Price includes holder. Does not include brochures/coupons
Installation and Services:
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. AquaCell will install and service the coolers and will retain ownership.
Commission Payments
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. Commissions are paid to appropriate parties upon receipt by AquaCell
