Exhibit 10.13
COMPLIANCE CONSULTING AGREEMENT
This Compliance Consulting Agreement (this "Agreement") is made as of August 1,
2005, by and between Alternative Construction Company, Inc., (the
"Corporation"), a Florida Corporation, and Avante Holding Group, Inc., a Florida
Corporation (the "Consultant").
RECITALS
A. The Corporation is duly organized and validly existing as a
corporation in good standing under the laws of the State of
Florida. The Corporation is a manufacturer of structural insulated
panels ("SIP"s) with domestic and international customers. The
Corporation may also engage in other related and affiliated
businesses.
B. The Consultant has specialized corporate expertise with a
specialty in the area of compliance in regards to regulatory and
other material aspects that would be considered compliance.
Consultant has devoted considerable time and effort, which has
been invaluable to the creation and initial operations of the
Corporation and continues to support the Corporation through
addition required phases of the business. The Corporation finds
the corporate compliance experience and knowledge of the
Consultant to be essential to the success of the Corporation.
C. The Corporation desires to engage the Consultant, and the
Consultant desires to be so engaged, on the terms and conditions
set forth below.
AGREEMENT
Now therefore, in consideration of the Recitals, which shall be deemed
to be a substantive part of this Agreement, and the mutual covenants, promises,
agreements, representations, hereinafter set forth, the parties hereto do hereby
covenant, promise, agree, represent and warrant as follows:
1. Compliance Consulting.
1.1. The Corporation hereby contracts the Consultant to fulfill the
duties of Compliance and to render services for and on behalf of
the Corporation in that position, and the Consultant shall not be
able to bind the Corporation without a Corporate Resolution
executed by the Corporation, and the Consultant shall render such
other and further services for and on behalf of the Corporation
as may be assigned reasonably, from time-to-time, to the
Consultant by the Board of Directors of the Corporation (the
"Services"). The Consultant hereby accepts such consulting with
the Corporation and agrees to render the Services for and on
behalf of the Corporation on the terms and conditions set forth
in this Agreement. During the term of this Agreement, the
Consultant will report directly to the Board of Directors of the
Corporation. The power to direct, control and supervise the
services to be performed, the means and manner of performing the
Services and the time for performing the Services shall be
exercised by the Board of Directors, provided, however, that the
Board of Directors shall not impose any consulting constraints or
duties which would require the Consultant to violate any law,
statutes, ordinance, rule or regulation now or hereinafter in
effect.
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Consultant Corporation
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1.2. The starting base salary for the Compliance Consultant shall be
Twenty Two Thousand Five Hundred Dollars ($22,500.00) per month
payable in equal monthly installments. Avante will xxxx the
Company at the end of each month for services rendered. The
Consultant's base salary may be increased each year effective
January 1st by the Compensation Committee of the Corporation's
Board of Directors, as shall be determined by the Compensation
Committee, however, the compensation may not be reduced below the
compensation paid in the previous year without the mutual written
consent of the Consultant, unless there are not funds in the
Corporation available to pay such amounts. It is understood that
all payments to Consultant, the Consultant will be responsible
for all federal, state and local withholding taxes. It is
understood that Consultant may elect to convert payment into
Common Stock at a 10% discount to the then current market price.
Such election must be approved by the Board of Directors of the
Corporation. Any stock conversion will have piggy back
registration rights.
1.3. The Consultant shall be reimbursed by the Corporation for all
reasonable business, promotional, travel and entertainment
expenses incurred or paid by the Consultant in the course of
carrying out the normal duties and responsibilities of the
Consultant's position. Reimbursement is contingent upon the
Consultant furnishing to the Corporation in a timely fashion the
appropriate documentation required by the Internal Revenue Code
in connection with such expenses and shall furnish such other
documentation and accounting as the Corporation may reasonably
request.
1.4. The Services will be performed primarily at the Consultant's
headquarters office which has been established by the Consultant
in Brevard County, Florida.
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Consultant Corporation
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2. Term.
2.1. Subject to the provisions for termination of this Agreement set
forth below, the term of consulting shall continue for a period
of five years and thereafter shall automatically renew for two
additional five-year terms.
2.2. Consultant may elect to terminate this Agreement for Good Reason
upon 30 days' written notice to the Corporation. "Good Reason"
means any of the following: (a) the Corporation reduces the
Consultant's position, duties, compensation or authority, (b) the
Corporation merges, consolidates with another entity or sells
more than 50% of any class of its stock to a non-shareholder
without the consent of the Consultant, or (c) the Corporation
commits a material breach of this Agreement which is not cured by
the Corporation within 30 days after receiving written notice
thereof from the Consultant.
2.3. If (i) the Corporation terminates the Consultant during the term
of this Agreement, and the termination is determined to not have
been for "cause"; or, (ii) the Consultant terminates this
Agreement during the term of the Agreement, and the termination
is for Good Reason, then the Corporation will pay the
Consultant's salary, benefits and bonuses provided for in
Paragraph 1 for the remainder of the current year. If the
Corporation should dispute whether or not the termination is
"with cause" or for Good Reason, whatever the case may be, then
the Corporation shall pay as a condition to bringing such action
into the registry of the court all amounts that will be due the
Consultant as Consultant's salary provided for in Paragraph 1 if
the Corporation does not prevail in any of its allegations in
such dispute, as security for the payment in full if the
Consultant should prevail in whole or in part.
2.4. For purposes of this Agreement termination "with cause" shall
mean termination for any of the following reasons:
2.4.1. The Consultant abuses alcohol or other substances while
performing his Services for the Corporation which abuse
negatively affects the performance of this duties, such
abuse is habitual, and the Consultant fails to seek
competent abuse counseling within 30 days of written notice
by the Board of Directors;
2.4.2. The Consultant is convicted of any felony for any crime
involving the moral turpitude arising out of his Services
for the Corporation or any other activity;
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Consultant Corporation
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Performance of Services.
3.1 The Consultant shall devote sufficient time to the Corporation's
business to render the Services. The Consultant shall comply with
all laws, statutes, ordinances, rules and regulations relating to
the Services. The Consultant may engage in other activities
during the term of this Agreement; provided that such activities
do not materially interfere with the business of the Corporation.
Consultant is an entrepreneur, investment banker and venture
capitalist, and as such will devote substantial time to other
interests. The Consultant may engage in other activities during
the term of this Agreement.
4. Confidential Information, Trade Secrets, Inventions and Creations.
4.1 The Consultant acknowledges that in the Consultant's consulting
hereunder, the Consultant will be making use of, acquiring and
adding to the Corporation's trade secrets and its confidential
and proprietary information of a special and unique nature and
value relating to such matters as, but not limited to, the
Corporation's business operation, internal structure, financial
affairs, programs, software, systems, procedures, manuals,
confidential reports, lists of clients and prospective clients
and sales and marketing methods, as well as the amount, nature
and type of services, equipment and methods used and preferred by
the Corporation's clients and the fees paid by such clients, all
of which shall be deemed to be confidential information. The
Consultant acknowledges that such confidential information has
been and will continue to be of central importance to the
business of the Corporation and that disclosure of it to or its
use by others could cause substantial loss to the Corporation. In
consideration of consulting by the Corporation, the Consultant
agrees that during his consulting the Consultant shall not, for
any purpose whatsoever, directly or indirectly, divulge or
disclose to any person or entity any of such confidential
information which was obtained by the Consultant as a result of
the Consultant's consulting with the Corporation or any trade
secrets of the Corporation, but shall hold all of the same
confidential and inviolate.
5. Indemnification.
5.1 The Corporation shall indemnify the Consultant, hold the
Consultant harmless, and defend the Consultant to the fullest
extent permitted by applicable law from and against all claims,
threats, suits (except those arising from disputes between the
Corporation and the Consultant), damages, penalties, liabilities,
cost and expenses including, without limitation, legal fees,
costs and disbursements (all collectively referred to as
"liabilities") incurred, suffered, or expended by or threatened
against the Consultant with respect to any action or inaction in
the course or performance of the Consultant's duties under this
Agreement except for liabilities arising entirely out of the
gross negligence or willful misconduct of the Consultant. If any
claims are made against Consultant he shall be entitled to an
advance of his legal fees upon request to the Board of Directors.
This indemnification shall continue in effect after the
expiration or termination of this Agreement and shall not be
deemed exclusive of any other indemnification right to which the
Consultant may be entitled under applicable law, agreement or the
vote of the Board of Directors.
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Consultant Corporation
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6. Notices. All notices and other communications required or permitted to
be given by this Agreement shall be in writing and shall be given and
shall be deemed received if and when either hand-delivered or refused,
or deemed received three-days after being mailed by registered or
certified U.S. mail, return receipt requested, postage prepaid, and if
to the
Corporation to: And if to the Consultant:
Alternative Construction Company Avante Holding Group, Inc
0000 X. Xxxxxx Xxxx Xxxx. 0000 X. Xxxxxx Xxxx Xxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
or at such other address as either party hereto shall notify the other
of in writing.
7. Governing Law, Jurisdiction and Venue. The laws of the State of
Florida shall govern this Agreement without regard to any of its
conflict of law provision.
8. Attorneys' Fees. In any action to enforce this Agreement or for
damages relating to a breach of this Agreement, the Corporation shall
pay attorneys' fees, costs and expenses incurred in such action
including those of Consultant.
9. Noncompete. During the term of this Agreement and for a period of two
years thereafter, Consultant agrees that he will not be employed by or
otherwise engaged in any business which competes with that of the
Corporation. In addition Consultant shall not, during such two year
period, contact any of the Corporation's customers or consultants
concerning any business or potential business which would compete with
that of the Corporation. The provisions of this Section 9 shall not
apply if it is determined that this Agreement was terminated by the
Consultant for Good Reason.
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Consultant Corporation
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10. Miscellaneous.
10.1 This Agreement shall be binding upon and inure to the benefit of
the Corporation, its successors and assigns. This Agreement shall
be binding upon the Consultant and his heirs, personal and legal
representatives, and guardians, and shall inure to the benefit of
the Consultant. Neither this Agreement nor any part hereof or
interest herein shall be assigned by the Consultant. If there is
a sale of the Corporation or change in control thereof, as a
condition precedent to any such sale or change in control, the
acquiring corporation or controlling person must assume
responsibility for this agreement and all payments due hereunder,
in writing, as a condition to any such transaction. If such
person or entity does not assume liability for this agreement,
then such inaction shall constitute a breach hereunder and
Consultant shall be entitled to the payment provided for in
Section 2.3 hereof as liquidated damages.
10.2 The terms and provisions of this Agreement may not be modified
except by written instrument duly executed by each party hereto.
10.3 The use of any gender herein shall be deemed to be or include the
other genders and the neuter and the use of the singular herein
shall be deemed to be and include the plural (and vice versa),
wherever appropriate.
10.4 This Agreement sets forth the entire, integrated understanding
and Agreement of the parties hereto with respect to the subject
matter hereof.
10.5 The headings in this Agreement are included for the convenience
of reference and shall be given no effect in the construction of
this Agreement.
IN WITNESS WHEREOF, the parties have executed, acknowledged, sealed and
delivered this Agreement the day and year first hereinabove set forth.
ALTERNATIVE CONSTRUCTION COMPANY, INC AVANTE HOLDING GROUP, INC.
By: /s/ /s/
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Dated August 1, 2005 Dated August 1, 2005
____________________________ ____________________________
Consultant Corporation
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