EXHIBIT 10.6
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made this 1st day of July,
2002, by and between Dac Technologies Group International, Inc. ("Client") and
Xxxxxx X. Xxxxxxx, Xx. ("Consultant").
WHEREAS, Consultant has experience in raising capital for small-cap public
companies and has valuable contacts in the securities industry, banking, finance
and other industries which may be beneficial to Client; and
WHEREAS, Client desires to retain the services of Consultant and Consultant
desires to serve Client on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder, and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, Consultant and Client agree as follows:
1. Term. This Agreement shall have a term of one (1) year
commencing July 1, 2002 and ending June 30, 2003.
2. Scope of Services to be Provided.
a. Obtain or otherwise provide a source for funding of a
loan to Client in the amount of $100,000. Terms and
maturity of said loan to be approved by Client.
b. Assist Client in finding alternative sources of
working capital, in either form of debt or equity
capital.
c. Assist Client in securing sources for and favorable
terms for its existing debt as becomes necessary.
d. Assist Client in evaluating proposals for raising of
equity capital, and actively pursue such types of
proposals.
e. Assist the Chairman/CEO in the execution Client's
business plan and other duties as requested
consistent with Consultant's other business
relationships.
3. Time and Effort of Consultant. Consultant shall devote that
amount of time, as necessary to fulfill its obligations under
this Agreement. Consultant agrees that it will at all times,
faithfully and to the best of its experience, ability and
talents, perform all the duties required of it under this
Agreement.
4. Compensation. Compensation to be paid to Consultant for the
services provided under this Agreement shall be as follows:
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a. Upon providing funding for a $100,000 loan to Client,
under terms and conditions approved by Client,
Consultant shall be issued 25,000 shares of
restricted common stock of Client. If funding is not
provided prior to August 31, 2002, Client shall not
be required to issue these shares.
b. Within sixty days of execution of this Agreement,
Client shall issued to Consultant 25,000 shares of
restricted common stock of Client as compensation for
all other services to be provided under the terms of
this Agreement.
5. Costs and Expenses. Any necessary and reasonable business
expenses incurred by Consultant in carrying out the services
set forth in this Agreement with the prior written approval of
Client shall be reimbursed by Client within thirty (30) days
written notice by Consultant.
6. Place of Services. The services provided by Consultant herein
will be performed primarily through Consultant's office,
except as otherwise mutually agreed by both parties. It is
understood and expected that Consultant may make contacts with
persons and entities and perform services in other locations
as deemed appropriate and directed by Client.
7. Independent Contractor. Consultant will act as an independent
contractor in the performance of services under this
Agreement. Accordingly, Consultant will be responsible for
payment of all federal, state and local taxes on compensation
paid under this Agreement.
8. No Agency Expressed or Implied. This Agreement neither
expressly nor impliedly creates a relationship or principal
agent between Consultant and Client. Consultant is not
authorized to enter into any agreements on behalf of Client.
Client expressly retains the right to approve, in its sole
discretion, any and all transactions introduced by Consultant
(if any), and to make all final decisions with respect to
activities undertaken by Consultant related to this Agreement.
9. Non Disclosure and Non-use of Confidential Information.
Consultant agrees that non-public information concerning the
finances, plans, strategies and overall business operations of
Client is highly confidential and proprietary to Client
("Confidential Information"). Consultant acknowledges that
unauthorized of improper disclosure or use of Confidential
Information would cause Client irreparable harm and injury.
Consultant therefore agrees that, in perpetuity or for as long
as the Confidential Information remains confidential, it will
not disclose or threaten to disclose the Confidential
Information to any person, partnership, company, corporation,
or to any other business or governmental organization without
the express written consent of Client.
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10. Termination for Cause. Client may, at its option, terminate
this Agreement by giving written notice of termination to
Consultant without prejudice to any other remedy to which the
Client may be entitled either at law, in equity, or under this
Agreement, if Consultant:
a. Neglects or willfully breaches the duties that
Consultant is required to perform under the terms of
this Agreement.
b. Fails to promptly comply with and carry out all
directives of the Client's Board of Directors.
c. Commits any dishonest or unlawful act, in the
judgment of Client's Board of Directors.
d. Engages in any conduct which disrupts the business of
Client or any entity affiliated with Client.
11. Termination Other Than for Cause. This Agreement shall note
terminate, except as otherwise provided in Paragraph 10,
except by mutual written consent of both parties hereto.
12. Non-Exclusive Services. Client agrees that the services to be
provided herein are not exclusive. Consultant shall be free to
render services of the same nature or of similar nature to any
individual or entity during the term hereof, without the
written consent of Client. Consultant agrees that Client shall
not be prevented or barred from retaining other persons or
entities to provide services of the same nature or similar
nature as those provided by Consultant.
13. Miscellaneous.
a. Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument,
in writing, executed by the parties hereto.
b. Waiver. Failure of any party to this Agreement to
comply with any of its obligations, agreements or
conditions hereunder may be waived in writing by the
party to whom such compliance is owed. The failure of
any party to this Agreement to enforce at any time
any of the provisions of this Agreement shall in no
way be construed to be a waiver of the right of such
party thereafter to enforce any such provision.
c. Assignment. This Agreement may not be assigned by
either party without the express written consent of
the other party.
d. Notices. Any notice or other communication required
or permitted by this Agreement must be in writing and
shall be deemed to be properly given when delivered
in person to either party at the following addresses:
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Consultant: Xxxxxx X. Xxxxxxx, Xx.
00000 Xxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Client: Dac Technologies Group
International, Inc.
0000 Xxxxxxxx Xxxxx, Xxxxx 0X
Xxxxxx Xxxx, XX 00000
e. Headings. The paragraph and subparagraph headings in
this Agreement are inserted for convenience only and
shall not affect in any way the meaning or
interpretation of this Agreement.
f. Governing Law. This Agreement was negotiated and is
being contracted for in the State of Arkansas and
shall be governed by the laws of the State of
Arkansas.
g. Entire Agreement. This Agreement contains the entire
agreement between the parties. No representations,
warranties, covenants or conditions, express or
implied, other than as set forth herein, have been
made by any party.
h. Severability. If any part of this Agreement is deemed
to be unenforceable, the balance of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date above
written.
CLIENT:
Dac Technologies Group International, Inc.
/s/ Xxxxx X. Xxxxxxx
---------------------------------
By: Xxxxx X. Xxxxxxx, Chairman & CEO
CONSULTANT:
Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxx, Xx
---------------------------------
By: Xxxxxx X. Xxxxxxx, Xx.
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