CONSULTING AGREEMENT
Exhibit
10.4
This
Agreement (the “Agreement”) is made and entered into this 15th
day of
November, 2005, by and between Information System Associates, Inc., a Florida
corporation (the “Company”) and all successor corporate entities, and Real Asset
Management, LLC, a Florida limited liability company (the “Consultant”). The
Company and the Consultant are hereinafter each referred to as a “Party” and
collectively as the “Parties.”
PREAMBLE
WHEREAS,
the Consultant has substantial experience in the areas of financial consulting
and venture capital financing and has a select and limited group of
clients;
WHEREAS,
the Company desires to retain the Consultant’s services and has requested that
the Consultant take on the Company as one of its clients; and
WHEREAS,
the Consultant is agreeable to provide specific services to the Company and
is
willing to forego significant other gainful opportunities of a similar nature,
all as set forth below in the Agreement.
NOW,
THEREFORE, in consideration for the mutual obligations set forth below, the
sum
of ten dollars ($10.00), and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
ARTICLE
ONE
RETENTION,
DUTIES, TERM
1.1 Retention
The
Company hereby engages and retains the Consultant to act as its non-exclusive
agent to assist it in developing corporate programs and in structuring corporate
transactions and affairs as the Consultant deems necessary to enable the Company
to accomplish the objectives set forth in the Company’s current business plan,
which business plan has been reviewed and discussed by the Parties. The specific
duties and responsibilities of the Consultant, however, are set forth below
in
Article 1.2 and are not enlarged by the general description set forth in this
Article 1.1. The Company acknowledges that Consultant is not a member or
associated member of the National Association of Securities Dealers (“NASD”), is
not registered with any federal or state agency that regulates sellers, advisors
or issuers of securities or associated persons, and shall not provide any
services to the Company in any of those capacities.
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1.2 Duties
of Consultant
The
Consultant’s duties, for which it will receive the compensation specified in
Article Two of this Agreement are those set forth below and no
others:
1.2.1 To
make
recommendations on and assist in introducing the Company and its business
concept to one or more registered NASD member firms, which may assist the
Company in selling its common stock.
1.2.2 To
introduce the Company to other consultants specializing in various areas of
corporate finance and development, shareholder communications and public
relations.
1.2.3 To
assist
the Company in locating an investment source for funding an offering of the
Company’s securities by introducing the Company to NASD member firms for funding
and market-making purposes.
1.2.4 In
the
event the Company requests that the Consultant render services to it other
than
those specified above in the Article 1.2, the Company and the Consultant shall
use their best efforts to negotiate and enter into a written supplemental
agreement setting forth the duties to be performed and the compensation
therefore. In the absence of such supplemental agreement, Consultant shall
have
no additional duties.
1.3 Term
The
initial term of this non-exclusive Agreement shall be twelve months; however,
it
shall be automatically renewed for twelve months unless either Party gives
to
the other, within 30 days prior to the end of the term then in effect, written
notice of intention not to renew. Written notice may contain requested
modifications to this Agreement, the written and signed acceptance of which
by
the notified Party shall result in an amendment and extension of this Agreement
without requirement for further action. In the event that this Agreement is
terminated or expires, Company acknowledges that payments due Consultant are
still due pursuant to the terms of this Agreement and that all payments thereby
due Consultant for services performed will remain a continuing obligation of
the
Company.
ARTICLE
TWO
CONSULTANT’S
COMPENSATION
2.1 Compensation
The
Consultant’s compensation shall be earned at the time this Agreement is signed
and Consultant takes on the Company as a client, thereby foregoing other
significant gainful opportunities. As compensation for the specific services
of
Consultant as set forth in Article 1.2 above, the Company shall transfer to
the
Consultant at the time this Agreement is signed:
-
450,000
(FOUR Hundred Fifty Thousand) shares of the Company’s common stock (the
“Shares”). The Shares shall carry full piggyback registration rights for any
registration statements the Company may file.
2.1.2 The
Company shall reimburse Consultant for all pre-approved verifiable out-of-pocket
expenses of Consultant incurred by it in the course of performing services
for
the Company under this Agreement. Consultant shall obtain pre-approval from
the
Company and shall submit receipts to the Company. Company shall make
reimbursement within 10 days of submission of receipts by
Consultant.
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ARTICLE
THREE
REPRESENTATIONS
AND WARRANTIES
3.1 The
Company hereby represents, warrants and covenants that it will disclose to
the
Consultant without the need for Consultant to make any request all material
information relating to the Company’s present and future operations and
financial condition and that all such information shall be true, and shall
not
omit any information necessary, in light of the information provided, to render
such information not misleading.
3.2 The
Parties acknowledge that the shares of common stock issued to Consultant as
payment for its services pursuant to this Agreement may be shares of ay
successor entity pursuant to a reorganization or merger between the Company
and
any other entity.
ARTICLE
FOUR
MISCELLANEOUS
4.1 Capacity
The
Company designates and empowers the Consultant to act as its representative
for
the purposes of performing the Consultant’s duties specified in the above
sections.
4.2 Notices
All
notices, demands or other written communications hereunder shall be in writing,
and unless otherwise provided, shall be deemed to have been duly given on the
first business day after sending by Federal Express or other comparable
overnight carrier at senders expense, addressed as follows, with copies to
such
other addresses or to such other persons as any Party shall designate to the
others for such purposes in the manner herein above set forth:
TO
CONSULTANT: REAL
ASSET MANAGEMENT, LLC.
0000
XX
Xxxxx Xxxxxx
Xxxx
Xxxx, Xxxxxxx 00000
TO
THE
COMPANY: INFORMATION
SYSTEMS ASSOCIATES, INC.
0000
XX
Xxxxxxxx Xxxxxx
Xxxx
Xxxx, Xxxxxxx 00000
4.3 Amendment
No
modification, waiver, amendment, discharge or change of this Agreement shall
be
valid unless the same is in writing and signed by the Parties.
4.4 Entire
Agreement/Merger
This
instrument, together with the instruments referred to herein, contains all
of
the understandings and agreements of the Parties with respect to the subject
matter discussed herein. All prior agreements whether written or oral are merged
herein and shall be of no force or effect.
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4.5 Survival
The
several representations, warranties and covenants of the Parties contained
herein shall survive the execution hereof and shall be effective regardless
of
any investigation that may have been made or may be made by or on behalf of
any
Party.
4.6 Severability
If
any
provision or any portion of any provision of this Agreement, other than a
conditions precedent, if any, or the application of such provision or any
portion thereof to any person or circumstance shall be held invalid or
unenforceable, the remaining portions of such provision and the remaining
provisions of this Agreement or the application of such provision or portion
of
such provision as is held invalid and unenforceable to persons or circumstances
other than those to which it is held invalid or unenforceable, shall not be
affected thereby.
4.7 Governing
Law and Venues
This
Agreement shall be construed in accordance with the laws of the State of Florida
without regard to any provisions relating to conflicts of law, and any
proceeding arising between the Parties in any matter pertaining or related
to
this Agreement shall, to the extent permitted by law, be held in Palm Beach,
Florida.
4.8 Litigation/Attorneys
Fees
In
any
action between the Parties to enforce any of the terms of this Agreement or
any
other matter arising from this Agreement, the prevailing Party shall be entitled
to recover its costs and expenses, including reasonable attorneys’ fees up to
and including all negotiations,, trials and appeals, whether or not litigation
is initiated.
4.9 Benefit
of Agreement
The
terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of the Parties, jointly and severally, their successors, assigns, personal
representatives, estate, heirs and legatees.
4.10 Captions
The
captions in this Agreement are for convenience and reference only and in no
way
define, describe, extend or limit the scope of this Agreement or the intent
of
any provisions hereof.
4.11 Number
and Gender
All
pronouns and variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identity of the Party or Parties,
or their personal representatives, successors and assigns may
require.
4.12 Further
Assurances
The
Parties hereby agree to act, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, power of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this
Agreement.
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4.13 Construction
The
language in this Agreement is a product of negotiations and shall be construed
as a whole according to its fair meaning, without implying a presumption that
its terms shall be more strictly construed against either party as drafter
of
the document.
4.14 Status
Nothing
in this Agreement shall be construed or shall constitute a partnership, joint
venture, employer-employee relationship or lessor-lessee relationship but,
rather, the relationship established pursuant hereto is that of principal and
independent contractor-agent.
4.15 Counterparts
This
Agreement may be executed in any number of counterparts. All executed
counterparts shall constitute one Agreement notwithstanding that all signatories
are not signatories to the original or the same counterpart.
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IN
WITNESS WHEREOF, the Parties have executed this Agreement, effective as of
the
date first set forth above.
Signed,
Sealed and Delivered in Our Presence
REAL
ASSET MANAGEMENT, LLC.
By:
/s/
Xxxx Xxxxxx
Xxxx
Xxxxxx, Manager
By:
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx, President
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