CONSULTING AGREEMENT
EXHIBIT
10.15
FLAGLER
COMMUNICATIONS GROUP
AGREEMENT
made as of the 1ST
day
of May, 2009 by Secured Financial Network., maintaining its principal offices at
0000 XX 00xx Xxx,
Xxx 000, Xxxxxxx Xxxxx, XX 00000, (hereinafter referred to as "Client") and
Flagler Communications Group, a Florida Corporation maintaining its principal
offices at 000 Xxxxx Xxxx Xxx, Xxx 000, Xxxx Xxxxx, Xx 00000 (hereinafter
referred to as the "Company").
W I T N E
S S E T H :
WHEREAS,
Company is engaged in the business of providing and rendering public relations
and communications services and has knowledge, expertise and personnel to render
the requisite services to Client; and
WHEREAS,
Client is desirous of retaining Company for the purpose of obtaining public
relations and corporate communications services so as to better, more fully and
more effectively deal and communicate with its shareholders and the investment
banking community.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
I.
Engagement of Company. Client herewith engages Company and Company
agrees to render to Client public relations, communications, advisory and
consulting services.
A.The
consulting services to be provided by the Company shall include, but are not
limited to, the development, implementation and maintenance of an ongoing
program to increase the investment community's awareness of Client's activities
and to stimulate the investment community's interest in
Client. Client acknowledges that Company's ability to relate
information regarding Client's activities is directly related to the information
provided by Client to the Company.
B.Client
acknowledges that Company will devote such time as is reasonably necessary to
perform the services for Client, having due regard for Company's commitments and
obligations to other businesses for which it performs consulting
services.
II.
Compensation and Expense Reimbursement.
A.Client
will pay the Company, as compensation for the services provided for in this
Agreement and as reimbursement for expenses incurred by Company on Client's
behalf, in the manner set forth in Schedule A annexed to this Agreement which
Schedule is incorporated herein by reference.
1
In
addition to the compensation and expense reimbursement referred to in Section
2(A) above, Company shall be entitled to receive from Client a "Transaction
Fee", as a result of any Transaction resulting from an introduction (as
described below) between Client and any other company, entity, person, group or
persons or other party which is introduced to, or put in contact with, Client by
Company, or by which Client has been introduced to, or has been put in contact
with, by Company. A "Transaction" shall mean merger, sale of assets
through an acquisition, consolidation or other similar transaction or series or
combination of transactions whereby Client or such other party transfer to the
other, or both transfer to a third entity or person, stock, assets, or any
interest in its business in exchange for stock, assets, securities, cash or
other valuable property or rights, or wherein they make a contribution of
capital or services to a joint venture, commonly owned enterprise or business
opportunity with the other for purposes of future business operations and
opportunities. The services to be rendered by the Company to the Client shall
under NO circumstances include the following:
1. Any
activities which could be deemed by the Securities and Exchange Commission to
constitute investment banking or any other activities required by the Company to
be registered as a broker-dealer under the Securities Act of 1934.
2. Any
activities which could be deemed to be in connection with the offer or sale of
securities in a capital-raising transaction.
To be a
Transaction covered by this section, the transaction must occur during the term
of this Agreement or the one year period following the expiration of this
Agreement.
The
calculation of a Transaction Fee will be a predetermined flat fee the amount of
which will be agreed to by both parties and shall be based upon the total value
of the consideration, securities, property, business, assets or other value
given, paid, transferred or contributed by, or to, the Client. Such
fee shall be agreed upon by both parties either verbally or in writing and paid
by certified funds at the closing of the Transaction.
Term and
Termination. This Agreement shall be for a period of six months
commencing May 1, 2009 and terminating October 31, 2009.
If the Client does not cancel the contract during the term, the contract will be
automatically extended for an additional three months. Either party hereto shall
have the right to terminate this Agreement upon 15 days prior written notice to
the other party after the first 90 days.
Treatment
of Confidential Information. Company shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client to
Company in connection with Company's services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The Company will not
be bound by the foregoing limitation in the event (i) the Confidential
Information is otherwise disseminated and becomes public information or (ii) the
Company is required to disclose the Confidential Informational pursuant to a
subpoena or other judicial order.
2
Representation
by Company of other clients. Client acknowledges and consents to
Company rendering public relations, consulting and/or communications
services to other clients of the Company engaged in the same or similar business
as that of Client.
Indemnification
by Client as to Information Provided to Company. Client acknowledges
that Company, in the performance of its duties, will be required to rely upon
the accuracy and completeness of information supplied to it by Client's
officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Company.
Independent
Contractor. It is expressly agreed that Company is acting as an
independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident
insurance on Company or consultant's employees. Client shall not pay
any contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.
Non-Assignment. This
Agreement shall not be assigned by either party without the written consent of
the other party.
Notices. Any
notice to be given by either party to the other hereunder shall be sufficient if
in writing and sent by registered or certified mail, return receipt requested,
addressed to such party at the address specified on the first page of this
Agreement or such other address as either party may have given to the other in
writing.
Entire
Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification
and Waiver. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
Law to
Govern; Forum for Disputes. This Agreement shall be governed by the
laws of the State of Florida without giving effect to the principle
of conflict of laws. Each party acknowledges to the other that courts
within the City of West Palm Beach, Florida shall be the
sole and exclusive forum to adjudicate any disputes arising under this
agreement. In the event of deliquent fees owed to the Company, Client will be
responsible for pay for all fees associated with the collection of these
fees.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.
3
Flagler
Communications Group
| By: | /s/ Xxxxx Dryer, | May 1, 2009 | |
| Xxxxx Dryer, President | Date | ||
| Secured Financial Network | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | May 1, 2009 | |
| Xxxxxxx X. Xxxxxxx, CEO | Date | ||
SCHEDULE
A-1PAYMENT FOR SERVICES AND
REIMBURSEMENT OF EXPENSES.
4
SCHEDULE
A-1
PAYMENT
FOR SERVICES
AND
REIMBURSEMENT OF EXPENSES
A. For
the services to be rendered and performed by Company during the term of the
Agreement, Client shall pay to Company the sum of $2,500 per month payable in
cash and/or free-trading shares with the first month fee payable upon
engagement. If the Client
decides to pay for the entire base fee with 100% shares vs. cash, the Client
must also issue three months worth of base fees at the signing of this agreement
in those shares. The amount of shares will be determined by the bid price at the
date of this contract. The Company will keep an accounting of the sales of stock
and deduct those net proceeds from the base fee per month owed. If those net
proceeds exceed the monthly fee, the excess amount will be credited to the next
month's monthly fee. If there are not enough dollars to cover the monthly fee,
the Client will either pay additional shares or cover the deficit or the Client
will pay the deficit in cash for that particular month.
B. Client
shall also reimburse Company for all reasonable and necessary out-of-pocket
expenses incurred in the performance of its duties for Client upon presentation
of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in
excess of $250 either verbally or written except upon the prior approval of the
Client. Company agrees that any travel, entertainment or other expense which it
may incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred. Shares will be accepted for payment of expenses in the same manner as
the base fee per month in Paragraph A above.
Flagler
Communications Group
| By: | /s/ Xxxxx Dryer, | May 1, 2009 | |
| Xxxxx Dryer, President | Date | ||
| Secured Financial Network | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx | May 1, 2009 | |
| Xxxxxxx X. Xxxxxxx, CEO | Date | ||
A-1
