CONSULTING SERVICES AGREEMENT
Exhibit 10.50
This Financial Consulting Services Agreement (hereinafter the “Agreement”) is entered this
17th day of September, 2008 by and between DAS Ventures LLC (hereinafter “Consultant”) a Michigan
Limited Liability Company and Ecology Coatings (hereinafter “Client”), a Nevada corporation, with
reference to the following:
RECITALS:
WHEREAS, Client desires to be assured of the association and services of Consultant in order
to avail itself of Consultant’s experience, skills, abilities, knowledge, and background to
facilitate long range strategic planning, and to advise Client in business and/or financial matters
and is therefore willing to engage Consultant upon the terms and conditions set forth herein.
WHEREAS, Consultant desires to be assured, and Client desires to assure Consultant, that, if
Consultant associates with Client and allocates its resources necessary to provide Client with its
services as Client requires and expects, the Consultant will be paid the consideration described
herein and said consideration will be nonrefundable, regardless of the circumstances.
WHEREAS, the Consultant agrees to be engaged and retained by the Client and Client agrees to
engage and retain Consultant upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive basis, and Consultant
hereby accepts the engagement to become financial Consultant to Client and to render such advice,
consultation, information, and services to the Directors and/or Officers of Client regarding
identifying and developing new revenue sources for Client.
2. Term. The term (“Term”) of this Agreement shall commence on the date hereof and continue
for three (3) years. The Agreement may be extended upon agreement by both parties, unless or until
the Agreement is terminated. Either party may cancel this Agreement upon five days written notice
in the event either party violates any material provision of this Agreement and fails to cure such
violation within five (5) days of written notification of such violation from the other party. Such
cancellation shall not excuse the breach or non-performance by the other party or relieve the
breaching party of its obligation incurred prior to the date of cancellation.
3. Due Diligence. Client shall supply and deliver to Consultant all information relating to
Client’s business as may be reasonably requested by the Consultant to enable Consultant to provide
the consulting services described in paragraph 1 hereof.
4. Compensation and Fees. As consideration for Consultant entering into this Agreement, Client
agrees to pay and deliver to Consultant the consideration stated in Exhibit A, which is attached
hereto and incorporated by reference herein.
5. Exclusivity; Performance; Confidentiality. The services of Consultant hereunder shall not
be exclusive, and Consultant and his agents may perform similar or different services for other
persons or entities whether or not they are competitors of Client. Consultant agrees that it will,
at all times, faithfully and in a professional manner perform all of the duties that may be
reasonably required of Consultant pursuant to the terms of this Agreement. Consultant shall be
required to expend only such time as is necessary to service Client in a commercially reasonable
manner. Consultant does not guarantee that its efforts will have any impact upon the Client’s
business or that there will be any specific result or improvement from Consultant’s efforts.
Consultant acknowledges and agrees that confidential and valuable information proprietary to Client
and obtained during its engagement with Client, shall not be, directly or indirectly, disclosed
without the prior express written consent of Client, unless and until such information is otherwise
known to the public generally or is not otherwise secret and confidential.
6. Independent Contractor. In its performance hereunder, Consultant and his agents shall be an
independent contractor. Consultant shall complete the services required hereunder according to his
own means and methods of work, shall be in the exclusive charge and control of Consultant and which
shall not be subject to the control or supervision of Client, except as to the results of the work.
Client acknowledges that nothing in this Agreement shall be construed to require Consultant to
provide services to Client at any specific time, or in any specific place or manner. Payments to
Consultant hereunder shall not be subject to withholding taxes or other employment taxes as
required with respect to compensation paid to an employee.
7. Arbitration and Fees. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, may be resolved by mutual agreement; or if not, shall be settled in
accordance with the Arbitration rules of the American Arbitration Association in Irvine,
California. Any decision or award rendered by the arbitrators shall be binding upon the parties and
shall be enforceable as a judgment in any court of competent jurisdiction. The prevailing party in
such arbitration or other proceeding shall be entitled, in addition to such other relief as many be
granted, to a reasonable sum as and for attorney’s fees in such arbitration or other proceeding
which may be determined by the arbitrator or other officer in such proceeding. If collection is
required for any payment not made when due, the creditor shall collect statutory interest and the
cost of collection, including attorney’s fees whether or not court action is required for
enforcement. The prevailing party in any such proceeding shall also be entitled to reasonable
attorneys’ fees and costs in connection all appeals of any judgment.
8. Notices. Any notice or other communication required or permitted hereunder must be in
writing and sent by either (i) certified mail, postage prepaid, return receipt requested and First
Class mail; or (ii) overnight delivery with confirmation of
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delivery; or (iii) facsimile transmission with an original mailed by first class mail, postage
prepaid, addressed as follows:
If to the Client: |
Ecology Coatings | |
Address: |
0000 Xxxxxxxxx Xxxxx, Xxxxx 000 | |
| Xxxxxx Xxxxx, Xxxxxxxx 00000 | ||
| Attn: General Counsel & Secretary | ||
Facsimile No.: |
000-000-0000 | |
If to Consultant: |
DAS Ventures LLC | |
Address: |
20000 Delaware | |
| Xxxxxxx, XX 00000 | ||
Facsimile No: |
____.____.______ |
or in each case to such other address and facsimile number as shall have last been furnished by
like notice. If mailing is impossible due to an absence of postal service, and other methods of
sending notice are not otherwise available, notice shall be hand-delivered to the aforesaid
addresses. Each notice or communication shall be deemed to have been given as of the date so mailed
or delivered, as the case may be; provided, however, that any notice sent by facsimile shall be
deemed to have been given as of the date sent by facsimile if a copy of such notice is also mailed
by first class mail on the date sent by facsimile; if the date of mailing is not the same as the
date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice given.
9. Additional Provisions. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision and no waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No
supplement, modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties. This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements or negotiations. There are no third party beneficiaries of this
Agreement. This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Michigan, regardless of laws of conflicts.
10. Recitals. The Recitals are incorporated herein by this reference and made a material part
of this Agreement.
(Signatures on next page)
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The parties hereto have entered into this Agreement on the date first written above.
“Client”
Ecology Coatings, Inc.
a Nevada corporation
a Nevada corporation
| /s/ Xxx Xxxxxxxx | ||||
| By: | Xxx Xxxxxxxx | |||
| Title: | CEO | |||
“Consultant”
DAS Ventures LLC,
a Michigan limited liability company
a Michigan limited liability company
| /s/ Xxxx Xxxxxxxxx | ||||
| By: | Xxxx Xxxxxxxxx | |||
| Title: | Member | |||
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Exhibit A — Compensation
DAS Ventures LLC
Commission For New Business:
|
15% of collected gross revenue for fees associated with Licensing, Exclusivity and Royalties from clients that Consultant initiates for as long as they continue to pay Ecology such fees whether Consultant is still under contract with Client or not. | |
| 3% of collected gross revenue for product sales to clients that Consultant initiates for as long as remain a client of Ecology whether Consultant is still under contract with Client or not. | ||
IT Costs:
|
Client pays for Consultant’s computer & IT support relating to Client engagement of Consultant |
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