EXHIBIT 10.9
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered this 15th day
of September, 2005 by and between Xxxxxxx X Xxxxxx ("Consultant"), and The
Liquid Group, Inc. ("Client"), a Nevada corporation, with reference to the
following:
RECITALS
A. The Client desires to be assured of the association and services
of the Consultant in order to avail itself of Consultant's experience,
skills, abilities, knowledge, and background to facilitate business
development and new client development and referrals, and to advise
the Client in business development and new client development and
referrals and is therefore willing to engage the Consultant upon the
terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client
and 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 a business
development Consultant to the Client and to render such advice,
consultation, information, and services to the Directors and/or Officers of
the Client regarding business development and new client development,
including, but not limited to, the Company's proposed Business Consultant
Consulting Agreement with Expedient Holdings USA, LLC (the "Expedient
Contract"), new business and client development and referrals.
Notwithstanding anything contained herein to the contrary, it is
clearly understood and agreed to by the parties hereto that the
aforementioned services to be provided by Consultant shall not involve any
capital raising efforts or promotion of the Client's securities. It shall
be expressly understood that Consultant shall have no power to bind Client
to any contract or obligation or to transact any business in Client's name
or on behalf of Client in any manner and Client is not obligated to accept
any recommendations or close any transactions submitted by Consultant.
2. TERM. The term ("Term") of this Agreement shall be on a
month to month basis. Either party may cancel this Agreement upon thirty
days written notice. 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. However, and
notwithstanding anything herein to the contrary, so long as the Expedient
Contract has not been terminated, this Agreement may not be cancelled.
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3. COMPENSATION AND FEES. As consideration for Consultant
entering into this Agreement, Client shall pay Consultant
1. TWO THOUSAND TWO HUNDRED AND FIFTY DOLLARS (2,250), semi-monthly,
within five (5) business days, and conditioned upon, the receipt
by the Client of its semi-monthly compensation as set forth in
Schedule A of the Expedient Contract.
2. TWO THOUSAND TWO HUNDRED AND FIFTY DOLLARS ($2,250) retainer fee
within five (5) business days, and conditioned upon, the receipt
by the Client of its retainer fee as set forth in Schedule A of
the Expedient Contract
3. Any and all commission as set forth in Schedule A of the
Expedient Contract within five (5) business days, and conditioned
upon, the receipt by the Client of said compensation.
4. Reasonable expenses incurred during the performance of
consultant's duties under the Expedient Contract.
4. REPRESENTATIONS, WARRANTS AND COVENANTS. The Client
represents, warrants and covenants to the Consultant as follows:
A. The Client has the full authority, right, power and
legal capacity to enter into this Agreement and to consummate the
transactions which are provided for herein. The execution of this
Agreement by the Client and its delivery to the Consultant, and the
consummation by it of the transactions which are contemplated herein
have been duly approved and authorized by all necessary action by the
Client's Board of Directors and no further authorization shall be
necessary on the part of the Client for the performance and
consummation by the Client of the transactions which are contemplated
by this Agreement.
B. The business and operations of the Client have been and
are being conducted in all material respects in accordance with all
applicable laws, rules and regulations of all authorities which affect
the Client or its properties, assets, businesses or prospects. The
performance of this Agreement shall not result in any breach of, or
constitute a default under, or result in the imposition of any lien or
encumbrance upon any property of the Client or cause an acceleration
under any arrangement, agreement or other instrument to which the
Client is a party or by which any of its assets are bound. The Client
has performed in all respects all of its obligations which are, as of
the date of this Agreement, required to be performed by it pursuant to
the terms of any such agreement, contract or commitment.
5. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of
Consultant hereunder shall not be exclusive, and Consultant and its agents
may perform similar or different services for other persons or entities
whether or not they are competitors of Client. The 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 the 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. The 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 the Consultant's efforts. Consultant acknowledges and
agrees that confidential and valuable information proprietary to Client and
obtained during its engagement by the Client, shall not be, directly or
indirectly, disclosed without the prior express written consent of the
Client, unless and until such information is otherwise known to the public
generally or is not otherwise secret and confidential.
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6. INDEPENDENT CONTRACTOR. In its performance hereunder,
Consultant and its 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. 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, (ii)
overnight delivery with confirmation of delivery, or (iii) facsimile
transmission with an original mailed by first class mail, postage prepaid,
addressed as follows:
If to the Client: 0000 Xxxxxxxx Xxxx
Xxxxx 00-000
Xxx Xxxxx, XX, 00000
Attention: Xxxxx Xxxxxxx
Fax: (000) 000-0000
With a copy to: Xxx Xxxxx, Esq.
57 West 000 Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Fax: (000) 000-0000
If to Consultant: 000 Xxxxx Xx.
Xxxxx 000
Xxxx, XX 00000
Fax (000) 000-0000
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.
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8. MISCELLANEOUS. 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. The laws of the State of Nevada shall govern the validity
of this Agreement, the construction of its terms and the interpretation of
the rights and duties of the parties hereto.
9. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement on the date first written above.
"Client"
The Liquid Group, Inc.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President and CEO
"Consultant"
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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