CONSULTING AGREEMENT
Mirador
[Logo ] Consulting
THIS
AGREEMENT (the
"Agreement"), is made and entered into as of this 5th
Day of
.March,
2007, by and between Mirador Consulting. Inc. a Florida corporation. with
offices
at 0000 X. Xxxxxxx Xxx. Xxxxx X. Xxxx Xxxxx. Xxxxxxx 00000 ("Mirador" or the
"Consultant").
and Alliance Recovery Corporation, a Delaware corporation. with offices at
Xxxxxxxx
Park. XX Xxx 0000, Xxxxxx, XX 00000 (the "Company") (together the
"Parties").
WH
EREAS. Consultant
is in the business of providing services for management consulting. business
advisory, shareholder information and public relations:
WHEREAS.
the
Company deems it to be in its best interest to retain Consultant to render
to
the Company
such services as may be needed: and
WHEREAS,
the
Parties desire to set forth the terms and conditions under which Consultant
shall provide
services to the Company.
NOW,
THEREFORE, in
consideration of the mutual promises and covenants herein contained.
and
other
valid consideration, receipt of which is hereby acknowledged. the Parties agree
as follows:
Term
of Agreement
The
Agreement shall remain in effect front the date hereof through the expiration
old period of one
year
from the date hereof' (the "Term"). and thereafter may he renewed upon the
mutual written
consent of the Parties.
Nature
of Services to be rendered.
During
the Term and any renewal thereof. Consultant shall: (a) provide the Company
with
corporate
consulting services on a best effort basis in connection with corporate finance.
corporate
finance relations, introductions to other financial relations companies and
other financial
services: (b) contact the Company's existing stockholders. responding in a
professional manner
to
their questions and following
up as
appropriate: and (c) use its best efforts to introduce the
Company to various securities dealers, investment advisors, analysts. funding
sources and other
members of the financial community with whom it has established relationships,
and generally assist the Company in its efforts to enhance its visibility in
the
financial community (collectively,
the "Services").
It
is
acknowledged and agreed by the Company that Consultant carries no professional
licenses. and
is
not rendering legal advice or performing accounting
services. nor acting as an investment advisor
or brokerage/dealer within the meaning of the applicable state and federal
securities laws. The Services of Consultant shall not he exclusive nor shall
Consultant he required to render any specific
number of hours or assign specific personnel to the Company or its
projects.
Disclosure
of Information
1
Mirador
[Logo ] Consulting
Consultant
agrees as follows:
File
Consultant shall NOT disclose to any third party any material non-public
information or data received
from the Company without the written consent and approval of the Company other
than: (i)
to
its agents or representatives that have a need to know in connection with the
Services hereunder:
provided such agents and representatives have a similar obligation to maintain
the confidentiality
of such information: (ii) as may be required by applicable law: provided.
Consultant
shall provide prompt prior written notice thereof to the Company•
to
enable the Company
to seek a protective order or otherwise prevent such disclosure; and (iii)
such
information
as becomes publicly known through no action of the Consultant. or its agents
or
representatives.
Compensation.
Upon
execution of the Agreement, the Consultant shall purchase and the Company will
issue to the
Consultant 300,000 shares (three hundred thousand) of the Company's restricted
common stock for a total purchase price of three hundred dollars ($300.00)
(the
"Restricted Stock-)
as per
the
Investment Representation Letter (incorporated by reference into the Agreement
and attached as
Addendum
During
the Term of this Agreement, the Company will pay to the Consultant the sum
of
four thousand
($4,000.00) dollars per month: provided, however that such payment for the
first
month shall
be
due and payable upon the execution of this Agreement.
Representations
and Warranties
of the Consultant.
In
order
to induce the Company to enter into this Agreement, the Consultant hereby makes
the following
unconditional representations and warranties:
In
connection with its execution of and performance under this Agreement. the
Consultant has not taken
and
will not take any action that will cause it to become required to make any
filings with or
to
register in any capacity with the Securities and Exchange Commission (the
"SEC"). the National
Association of Securities Dealers, Inc. (the "NASD.").
the
securities commissioner or department
of any state, or any other regulatory or governmental body or
agency.
Neither
the Consultant nor any of its principals is subject to any sanction or
restriction imposed by
the
SEC. the NASD. any state securities commission or department. or any other
regulatory or governmental
body or agency. which would prohibit, limit or curtail the Consultant's
execution of
this
Agreement or the performance of its obligation hereunder. The Consultant's
purchase of shares
pursuant to this Agreement is an investment made for its own account. The
Consultant is permitted
to provide consulting services to any corporation or entity engaged in a
business identical
or similar to the Company's.
Duties
of the Company.
The
Company will supply Consultant. on a regular basis and timely basis, with all
approved data and
information about the Company, its management, its products, and its operations
as reasonably
requested by Consultant and which the Company can obtain with reasonable effort:
and
Company shall he responsible for advising Consultant of any facts which would
affect the
2
Mirador
[Logo ] Consulting
accuracy
of any prior data and information previously supplied to Consultant so that
the
Consultant
may take corrective action.
Representations
and Warranties of the Company.
In
order
to induce the Consultant to enter into this Agreement, the Company hereby makes
the following
unconditional representations and warranties:
The
Company is not subject to any restriction imposed by the SEC or by operation
of
the 1933 Act,
the
Exchange Act of 1934. as amended (the "1934 Act") or any of the rules and
regulations promulgated
under the 1933 Act or the 1934 Act which prohibit its execution of this
Agreement or
the
performance of its obligations to the Consultant set forth herein.
The
Company has not been sanctioned by the SEC. the NASD or any state securities
commissioner
or department in connection with any issuance of its securities. All payments
required
to he made on time and in accordance with the payment terms and conditions
set
forth herein.
Compliance
with Securities Laws
The
Parties acknowledge and agree that the Company is subject to the requirements
of
the 1934 Act,
and
that the 1933 Act, the 1934 Act, the rules and regulations promulgated
thereunder and the
various state securities laws (collectively. -Securities Laws") impose
significant burdens and limitations
on the dissemination of certain information about the Company by the Company
and
by
persons acting for or on behalf of the Company. Each of the Parties agrees
to
comply with all applicable
Securities Laws in carrying out its obligations under the Agreement: and without
limiting
the generality of the foregoing, the Company hereby agrees (i) all information
about the Company
provided to the Consultant by the Company, which the Company expressly agrees
may be
disseminated to the public by the Consultant in providing any public relations
or other services pursuant
to the Agreement, shall not contain any untrue statement of a material tact
or
omit to state
any
material fact necessary to make the statements made. in light of the
circumstances in which
they were made. not misleading, (ii) the Company shall promptly notify the
Consultant if
becomes
aware that it has publicly made any untrue statement of a material fact
regarding the Company
or
has
omitted to state any material fact necessary to make the public statements
made
by
the
Company, in light of the circumstances in which they were made, not misleading.
and (iii) the
Company shall promptly notify the Consultant of any "quiet period" or "blackout
period" or other
similar period during which public statements by or on behalf of the Company
are
restricted by
any
Securities Law. Each Party (an "indemnifying party") hereby agrees, to the
full
extent permitted by applicable law, to indemnify and hold harmless the other
Party (the "indemnified party-)
for any
damages caused to the indemnified party by the indemnifying party's breach
or
violation of any Securities Law. except to the extent that the indemnifying
party's breach or violation
of a Securities X.xx is caused by the indemnified party's breach or violation
of
the Agreement,
or any Securities Law,
Issuance
of Restricted Stock to Consultant
The
Restricted Stock shall be issued as fully-paid and non-assessable securities.
The Company shall
take all corporate action necessary for the issuance Restricted Stock. to be
legally valid and irrevocable,
including obtaining the prior approval of Board of Directors.
3
Mirador
[Logo ] Consulting
Expense
Reimbursement.
Consultant
shall be entitled to receive cash reimbursement, and the Company shall provide
cash reimbursement,
of all reasonable and necessary cash expenses paid by the Consultant on behalf
of the
Company in performance of its own duties hereunder. Such expenses shall include,
without limitation,
reasonable expenses for communications, deliveries and travel. In no event,
however will
the
Consultant incur on behalf of the Company any expense without the prior written
consent oil
he
Company.
Indemnification
of Consultant by the Company.
The
Company acknowledges that the Consultant relics on information provided by
the
Company) in
connection with the provisions of Services hereunder and represents that said
information does not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make
the
statements made, in light of the circumstances in which they were made. not
misleading,
and agrees
to
hold harmless and indemnify the Consultant for claims against the Consultant
as a result of any breach of such representation and for any claims
relating
to the
purchase
and/or sale of the Company's securities occurring out of or in connection with
the Consultant's
relationship with the Company including, without limitation, reasonable
attorney's fees
and
other costs arising out of any such claims; provided, however. that the Company
will not be
liable
in any such case for losses, claims. damages, liabilities or expenses that
arise
from the gross
negligence or willful misconduct of Consultant.
Indemnification
of the Company by the Consultant.
The
Consultant shall indemnify and hold harmless the Company and its principals
from
and against
any and all liabilities and damages arising out of any the Consultant's gross
negligence or intentional
breach of its representations. warranties or agreements made
hereunder.
Applicable
Law.
It
is the
intention of the parties hereto that this Agreement and the performance
hereunder and all suits
and
special proceedings hereunder be construed in accordance with and under and
pursuant to the laws of' the State of Florida and that in any action, special
proceeding or other proceedings that may be brought
arising out of, in connection with or by reason of this Agreement. the law
of
the
State
of Florida shall be applicable and shall govern to the exclusion of the law
of
any other forum,
without regard to the jurisdiction on which any action or special proceeding
may
be instituted.
Disputes.
Any
and
all conflicts, disputes and disagreements arising out of or
in
connection with any aspect of
the
Agreement shall he subject to the jurisdiction of state court. Palm Beach
County. Florida. However, if Consultant needs to enforce any registration rights
or shareholder rights. Consultant reserves
the right to file an injunctive action in a court in Palm Beach County, Florida.
In signing this
Agreement, the Company waives their right to challenge jurisdiction on this
issue.
Entire
Understanding/Incorporation of other Documents.
4
Mirador
[Logo ] Consulting
The
Agreement contains the entire understanding of the Parties with regard to
the
subject mailer hereof; superseding any and all prior agreements or
understandings whether oral or written. and no further or additional agreements.
Promises, representations or covenants may be inferred or construed to exist
between the Parties.
No
Assignment or Delegation without Prior Approval.
No
portion of the Agreement or any of its provisions may be assigned, nor
obligations delegated, to any other person or party without the prior written
consent of the Parties except by operation of law or as otherwise set forth
herein.
Survival
of Agreement.
The
Agreement and all of its terms shall inure to the benefit of any permitted
assignees of or lawful successors to either Party.
Independent
Contractor.
Consultant
agrees to perform its consulting duties hereto as an independent contractor.
Nothing contained herein shall be considered to as creating an employer-employee
relationship between the parties to this Agreement.
No
Amendment except in Writing.
Neither
the Agreement nor any of its provisions may be altered or amended except
in a
dated writing signed by the Parties.
Waiver
of
Breach.
No
Waiver
of any breach of any provision hereof shall be deemed to constitute a continuing
waiver or a waiver of any other portion of the Agreement.
Severability
of the Agreement.
Except
as
otherwise provided herein, if any provision hereof is deemed by arbitration
or a
court of competent jurisdiction to be legally unenforceable or void. such
provision shall be stricken from the Agreement and the remainder hereof shall
remain in full force and effect.
Termination
of the Agreement.
The
Company may terminate the Agreement. with or without cause, by providing
a
thirty (30) day written notification to the Consultant. The Agreement will
terminate thirty (30) days following the date of receipt of the written
notification by the non-terminating party (-Date of Termination"). In the
event
of termination of the Agreement by the Company. the Consultant shall be entitled
to keep any and all lees, Company stock or other compensation it received
from
the Company under the Agreement prior to the Xxxx of Termination.
Counterparts
and Facsimile Signature.
5
Mirador
[Logo ] Consulting
This
agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Execution and delivery of this agreement
by exchange of facsimile copies bearing the facsimile signature of a party
hereto shall continue a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
No
Construction against Drafter.
The
Agreement shall be construed without regard to any presumption or other
requiring construction against the Party causing the drafting
hereof.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date set forth above.
|
Alliance
Recovery Corporation
|
Mirador
Consulting, Inc.
|
|
By:
/s/ Xxxxx Xxxxxxx
|
By:
/s/ Xxxxx X. Jolm
|
| Xxxxx Xxxxxxx, CFO | Xxxxx X. Jolm, President |
6
