Exhibit 10.6
CONSULTING AGREEMENT
AGREEMENT (the "Agreement") is made and entered into as of July 26, 2007
by and between ECOLOGY COATINGS, INC., a Nevada corporation (the "Company"), and
DMG ADVISORS, LLC, a Nevada limited liability company (the "Consultant").
RECITALS:
WHEREAS, the Company desires to obtain Consultant's services as set forth
in this Agreement; and
WHEREAS, Consultant desires to provide such services to the Company for a
fee that will compensate Consultant for time spent for services rendered and
costs advanced by Consultant as contemplated in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and conditions hereinafter set forth, the parties agree as follows:
1. RETENTION OF CONSULTANT. The Company hereby engages and retains
Consultant and Consultant hereby agrees to use Consultant's best efforts to
render to the Company the consulting services for a period commencing on the
date of this Agreement and terminating on December __, 2008 (eighteen months),
or such additional periods as agreed upon in writing by the parties. This
Agreement may not be terminated by either the Company or Consultant during its
term.
2. CONSULTANT'S SERVICES. Consultant's services under this Agreement shall
consist of the following:
2.1 Advise the Company regarding its investor relations program and
initiatives;
2.2 Facilitate conferences between the Company and members of the
business and financial community;
2.3 Review and analyze the public securities market for the Company's
securities; and
2.4 Introduce the Company to broker-dealers and institutions, as
appropriate.
In rendering its services, Consultant will deal with the CEO or CFO of the
Company.
3. PAYMENT FOR SERVICES.
3.1 The Company shall pay Consultant five hundred thousand dollars
($500,000) for the services to be rendered under this Agreement as follows: (i)
two hundred thousand dollars ($200,000) upon execution and (ii) the balance in
equal installments on the first day of each calendar month following the date of
this Agreement until paid in full.
3.2 The Company's payments under Paragraph 3.1 above shall be deemed
full and complete consideration for the services to be rendered by Consultant
under this Agreement.
3.3 The Company will reimburse Consultant for all direct expenses
incurred by Consultant in performing such services. Consultant shall obtain the
approval of the Company prior to incurring any expenses. Consultant will tender
requests for reimbursement to the Company and the Company will make the
reimbursement to Consultant within ten (10) days after its receipt of written
notification.
4. CONSULTANT'S TIME COMMITMENT. Consultant shall devote such time as
reasonably requested by the Company for consultation, advice and assistance on
matters described in this Agreement and provides the same in such form as the
Company requests. The Company agrees that Consultant shall not be prevented or
barred from rendering services similar or dissimilar in nature for and on behalf
of any person, firm or corporation other than the Company.
5. NATURE OF SERVICES AND INDEPENDENT CONTRACTOR. The relationship created
under this Agreement is that of Consultant acting as an independent contractor.
The parties acknowledge and agree that Consultant shall have no authority to,
and shall not, bind the Company to any agreement or obligation with any third
party. The parties also acknowledge that Consultant's services will consist in
part of introducing and facilitating the introduction of parties to the Company.
Consultant will not assist in any negotiations between the Company and such
parties. Consultant is not a licensed broker-dealer and will not provide
services as a broker-dealer. Consultant will also not provide legal or
accounting services.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall maintain as
secret and confidential all valuable information heretofore or hereafter
acquired, developed or used by the Company relating to its business, operations,
employees and customers that may give the Company a competitive advantage in its
industry (all such information is hereinafter referred to as "Confidential
Information"). The parties recognize that, by reason of Consultant's duties
under this Agreement, Consultant may acquire Confidential Information.
Consultant recognizes that all such Confidential Information is the property of
the Company. During the term of Consultant's engagement by the Company,
Consultant shall exercise all due and diligent precautions to protect the
integrity of any or all of the Company's documents containing Confidential
Information. In consideration of the Company entering into this Agreement,
Consultant shall not, directly or indirectly, use, publish, disseminate or
otherwise disclose any Confidential Information obtained during Consultant's
engagement by the Company without the prior written consent of the Company. The
parties agree that this Paragraph 6 shall survive the termination of this
Agreement.
7. COMMUNICATIONS WITH CONSULTANT. Consultant will not independently
conduct a due diligence review of the Company and will, to a great extent, be
relying upon information provided by the Company in rendering services under
this Agreement.
8. EXCULPATION OF LIABILITY AND INDEMNIFICATION. All decisions with respect
to consultations or services rendered by Consultant for transactions negotiated
for and presented to the Company by Consultant shall be those of the Company,
and Consultant shall have no liability with respect to such decisions. In
connection with the services Consultant renders under this Agreement, the
Company indemnifies and holds Consultant harmless against any and all losses,
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claims, damages and liabilities and the expense, joint and several, to which
Consultant may become subject and will reimburse Consultant for any legal and
other expenses, including attorney's fees and disbursements incurred by
Consultant in connection with investigating, preparing or defending any actions
commenced or threatened or claim whatsoever, whether or not resulting in the
liability, insofar as such are based upon the information the Company has
supplied to Consultant under this Agreement. In connection with the services
Consultant renders under this Agreement, Consultant indemnifies and holds the
Company harmless against any and all losses, claims, damages and liabilities and
the expense, joint and several, to which Company may become subject and will
reimburse Company for any legal and other expenses, including attorney's fees
and disbursements incurred by the Company in connection with investigating,
preparing or defending any actions commenced or threatened or claim whatsoever,
whether or not resulting in the liability, insofar as such are based upon or in
connection with the services Consultant has rendered under this Agreement.
9. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise, or
inducement has been made by any party that is not embodied in this Agreement,
and no party shall be bound by or liable for any alleged representation, promise
or inducement not so set forth. If any provision of this Agreement shall be
declared void or against public policy, such provision shall be deemed severed
from this Agreement and the remaining provisions shall remain in full force and
effect and unmodified.
10. ASSIGNMENT. The Consultant may not assign or transfer any or all rights
under this Agreement without written authorization from the Company. The Company
may assign its rights, together with its obligations, hereunder in connection
with any sale, transfer or other disposition of all or substantially all of its
business or assets. In such event, the rights and obligations of the Company
shall be binding on its successors or assigns, whether by merger, consolidation
or acquisition of all or substantially all of the business or assets.
11. AMENDMENT. This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived
only by a written instrument executed by all of the parties hereto who are
thereby affected, or in the case of a waiver, by the party waiving compliance.
No waiver by either party of the breach of any term or covenant contained in
this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such breach, or a waiver of the breach of any other term or covenant contained
in this Agreement.
12. NOTICES. All notices, consents, requests, demands and offers required
or permitted to be given under this Agreement will be in writing and will be
considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage
prepaid, return receipt requested, addressed to the addresses appearing in this
Agreement. A party may change his address by giving notice to the other party to
this Agreement.
13. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one agreement. It
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shall not be required that any single counterpart hereof be signed by the
parties, so long as each party signs any counterpart of this Agreement.
14. GOVERNING LAW. This Agreement shall be governed in all respects and for
all purposes by the laws of the State of Michigan and the Courts of Xxxxx
County, Michigan shall have exclusive jurisdiction to enforce any order or
award.
15. ATTORNEYS' FEES. In case of any action or proceeding to compel
compliance with, or for a breach of, any of the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover from the losing
party all costs of such action or proceeding, including, but not limited to,
reasonable attorneys' fees.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
to be effective as of the day and year first above written.
ECOLOGY COATINGS, INC.
By /s/ Xxxx X. Xxxxx, Esq.
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Its Vice President, General Counsel
and Secretary
Address: 00000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
DMG ADVISORS, LLC
By
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Print Name
Its Manager
Address:
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