EXHIBIT 10.17
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into
effective as of this 28th day of July, 2003, by and between RJL Marketing
Services, Inc., a Delaware corporation (the "Company"), and Redwood Consultants,
LLC, a California limited liability company (the "Consultant").
RECITALS:
WHEREAS, on or about May 20, 2003, the Company, a privately-held
corporation, expects to effect a reverse acquisition ("Acquisition") with
Guardian Technologies International, Inc., a public company whose common stock
is currently quoted on the The National Association of Securities Dealers,
Inc.'s OTC Bulletin Board under the symbol "GDTI"; and
WHEREAS, the Consultant is in the business of providing investor and
shareholder communications and public relations services to public companies,
including companies quoted on the OTC Bulletin Board; and
WHEREAS, the Company desires to engage the services of Consultant to
provide investor communications and public relations services to the Company
following the Acquisition, and to consult with management concerning such
Company activities.
NOW THEREFORE, in consideration of the promises and the mutual covenants
and agreements hereinafter set forth, and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto covenant and
agree as follows:
1. ENGAGEMENT. Company hereby agrees to retain the Consultant to
provide certain consulting services hereunder to the Company and the Consultant
hereby agrees to provide such services to the Company, subject to the terms and
conditions of this Agreement.
2. DUTIES OF CONSULTANT. The Consultant agrees that it will generally
provide the following specified consulting services through its officers and
employees during the term specified in Section 6:
(a) Consult and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for subsequent
financial public relations efforts;
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(b) Introduce the Company to the financial community;
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and consult and assist the
Company in communicating appropriate information regarding such plans, strategy
and personnel to the financial community;
(d) Assist and consult the Company with respect to its: (i)
relations with stockholders; (ii) relations with brokers, dealers, analysts and
other investment professionals; and (iii) financial public relations generally;
(e) Perform the functions generally assigned to stockholder
relations and public relations departments in major corporations, including
responding to telephone and written inquiries (which may be referred to the
Consultant by the Company); preparing press releases for the Company with the
Company's involvement and approval of press releases, reports and other
communications with or to shareholders, the investment community and the general
public; consulting with respect to the timing, form, distribution and other
matters related to such releases, reports and communications; and, at the
Company's request and subject to the Company's securing its own rights to the
use of its names, marks, and logos, consulting with respect to corporate
symbols, logos, names, the presentation of such symbols, logos and names, and
other matters relating to corporate image;
(f) Upon the Company's direction and approval, disseminate
information regarding the Company to shareholders, brokers, dealers, other
investment community professionals and the general investing public;
(g) Upon the Company's approval, conduct meetings, in person or by
telephone, with brokers, dealers, analysts and other investment professionals to
communicate with them regarding the Company's plans, goals and activities, and
assist the Company in preparing for press conferences and other forums involving
the media, investment professionals and the general investment public;
(h) At the Company's request, review business plans, strategies,
mission statements budgets, proposed transactions and other plans for the
purpose of advising the Company of the public relations implications thereof;
and
(i) Otherwise perform as the Company's consultant for public
relations and relations with financial professionals. Consultant agrees to
communicate in writing regularly each week to the Company's chief executive
officer or his designee regarding all efforts made by Consultant on the
Company's behalf.
3. ALLOCATION OF TIME AND ENERGIES. The Consultant hereby promises to
perform and discharge faithfully the responsibilities which may be assigned to
the Consultant from time to time by the officers and duly authorized
representatives of the Company in connection with the conduct of its financial
and public relations and communications activities, so long as such activities
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are in compliance with applicable securities laws and regulations. Consultant
and staff shall diligently and thoroughly provide the consulting services
required hereunder. Although no specific hours-per-day requirement will be
required, Consultant and the Company agree that Consultant will perform the
duties set forth herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the Consultant and the benefits to be
received by the Company are expected to occur within or shortly after the first
two months of the effectiveness of this Agreement. It is explicitly understood
that Consultant's performance of its duties hereunder will in no way be measured
by the price of Guardian's common stock, nor the trading volume of the
Guardian's common stock. It is also understood that the Company is entering into
this Agreement with Consultant, a limited liability company, and not any
individual member of Consultant and, as such, Consultant will not be deemed to
have breached this Agreement if any member, officer or director of Consultant
leaves the firm or dies or becomes physically unable to perform any meaningful
activities during the Term (as hereinafter defined) of the Agreement, provided
the Consultant otherwise performs its obligations under this Agreement.
4. REMUNERATION. As full and complete compensation for services
described in this Agreement, the Company shall compensate Consultant as follows:
(a) For undertaking all the services hereunder, the Company agrees
to issue to the Consultant a "Commencement Bonus" as follows: (i) five (5) days
after the closing of the Acquisition, the Company shall arrange for Guardian's
board of directors to issue to Consultant 3,450 shares of the Guardian's Series
B Convertible Preferred Stock ("Series B Preferred Stock"), each share of which
shall be convertible into 100 shares of common stock of Guardian ("Common
Stock"), and (ii) on or about September 7, 2003, Guardian shall issue to
Consultant 345,000 shares of Common Stock or its equivalent. The shares of
Series B Preferred Stock shall be non-voting (except as required under Delaware
law), shall rank pari passu with the shares of Guardian's Common Stock with
regard to dividends and participation in the assets of Guardian upon a
liquidation of Guardian, shall be non-redeemable, and shall otherwise have no
preferential or other rights. The Consultant understands that, as of the date
hereof, Guardian has insufficient shares of Common Stock to issue upon
conversion of the Series B Preferred Stock and it is the Company's present
intention that, following the Acquisition, Guardian will hold a meeting of
Guardian's stockholders to approve an increase in the authorized shares of
common stock of Guardian. Accordingly, Consultant understands and agrees that
Guardian will have insufficient shares of Common Stock to permit Consultant to
convert the Series B Preferred Stock immediately following the Acquisition and
Consultant agrees not to exercise any conversion right with respect to such
Series B Preferred Stock until such time as the stockholders of Guardian have
approved such an increase in Guardian's authorized shares of common stock. The
shares or other securities issued to Consultant as the Commencement Bonus shall,
when issued and delivered to Consultant, be fully paid and non-assessable. The
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Company understands and agrees that Consultant has foregone significant
opportunities to accept this engagement and that the Company derives substantial
benefit from the execution of this Agreement and the ability to announce its
relationship with Consultant. The 3,450 shares of Series B Preferred Stock
issued as a Commencement Bonus, therefore, constitute payment for Consultant's
agreement to consult to the Company and are a nonrefundable, non-apportionable,
and non-ratable retainer. If the Company terminates this Agreement prior to
September 7, 2003, it is agreed and understood that Consultant will not be
requested or demanded by the Company to return any of the shares of Series B
Preferred Stock issued to it as part of the Commencement Bonus hereunder.
However, if the Company terminates this Agreement on or before September 7,
2003, Consultant shall not be entitled to receive the second payment of 345,000
restricted shares of Common Stock or its equivalent. If the Company, in its sole
discretion, terminates this Agreement after September 7, 2003, but prior to May
__, 2004, it is agreed and understood that Consultant will not be requested or
demanded by the Company to return any of the shares of Common Stock issued to it
as a Commencement Bonus hereunder. All stock or other securities issued pursuant
to the provisions of this Agreement will be treated as a Commencement Bonus,
therefore, and constitute payment for Consultant's agreement to consult to the
Company and are a nonrefundable, non-apportionable, and non-ratable retainer. In
the event the Company is acquired in whole or in part, during the Term (as
hereinafter defined) of this Agreement, it is agreed and understood Consultant
will not be requested or demanded by the Company to return any of the shares or
other securities paid to it hereunder. It is further agreed that, if at any time
during the Term of this Agreement, the Company or substantially all of the
Company's assets are merged with or acquired by another entity, the Consultant
shall retain and will not be requested by the Company to return any of the
shares or other securities issued to it.
(b) The Company further agrees that, commencing after the
effectiveness of the first registration of the Company's (or Guardian's, as the
case may be) securities under the Securities Act (other than a registration on
Form S-4 or S-8), in the event that the Company proposes to register any of its
securities under the Securities Act (other than a registration on Form X-0, Xxxx
X-0, or any form which does not include substantially the same information as
would be required to be included in a registration statement covering the sale
of the Shares), Consultant shall give written notice thereof to Consultant
("Piggy Back Notice"). Upon written request of Consultant given twenty (20) days
after receipt of such Piggy Back Notice hereunder, the Company (or, following
the Acquisition, Guardian) shall, subject to the provisions of this Section 4,
cause to be included in the registration statement filed by the Company (or,
following the Acquisition, Guardian) under the Securities Act all of the Shares;
provided that the Company (or, following the Acquisition, Guardian) shall have
no such obligation if such registration relates to an underwritten offering by
the Company and the managing underwriter of the subject offering has expressed
in writing its objection to the same by the Company (or Guardian). To the extent
that Consultant is offered the opportunity hereunder to include all of its
Shares in a registration statement, the Consultant will be deemed to have
exercised its sole piggy-back registration right provided hereunder, unless the
Consultant has been denied the right to participate in such registration by the
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managing underwriter of the registration, as provided in paragraph (c)
hereinbelow. It shall be a condition precedent to the obligations of the Company
(or Guardian) hereunder to take any action pursuant hereto, having chosen to
have its Shares included for registration, that the Consultant shall furnish to
the Company such information regarding the Consultant, its Shares and the
intended method of disposition of such securities as shall be required to effect
the registration thereof. In that connection, the Consultant shall be required
to represent to the Company (or Guardian) that all such information which is
given is complete and accurate in all material respects and will agree to
indemnify the Company in connection with such information. Consultant shall
deliver to the Company (or Guardian) a statement in writing that it intends to
sell, transfer or otherwise dispose of such securities.
(c) If requested by the managing underwriter of any public offering
by the Company (or Guardian, as the case may be), Consultant agrees that it will
not offer, sell, contract to sell, transfer, assign, hypothecate, gift, grant
any option or warrant to purchase or right to acquire the Shares without the
prior written consent of such underwriter, and the Consultant will permit the
certificates representing such Shares to be stamped with an appropriate
restrictive legend and the Company (or Guardian) will cause the transfer agent
for the Company (or Guardian) to note such restrictions on the transfer books
and records of the Company (or Guardian); and the Consultant shall enter into an
agreement with respect to the foregoing with the Company (or Guardian) and any
such underwriter at or before the closing of such public offering.
4.2 The shares issued by the Company to Consultant pursuant to this
Agreement shall be issued in the name of Redwood Consultants, LLC, Federal Tax
ID # 00-000-0000.
4.3 With each issuance of shares of Series B Preferred Stock or Common
Stock to be issued as a Commencement Bonus pursuant to this Agreement
(collectively, the "Shares"), Company shall cause to be issued a certificate
representing the Series B Preferred Stock or Common Stock, as the case may be.
In connection with each such issuance, Consultant will, as a condition thereto,
execute and deliver to Guardian an investment representation letter reasonably
satisfactory to Guardian and its counsel. The Company warrants that all Shares
issued to Consultant pursuant to this Agreement shall have been validly issued,
fully paid and non-assessable and that the issuance of them to Consultant shall
have been duly authorized by the Company's board of directors.
4.4 Consultant understands and acknowledges that the Shares to be
issued pursuant to this Agreement will not have been registered under the
Securities Act of 1933, as amended ("Securities Act"), or any state securities
laws, are being issued in reliance upon certain exemptions from registration
under the Securities Act and applicable state securities laws and, accordingly,
are "restricted securities" within the meaning of Rule 144 under the Securities
Act. As such, the Shares may have to be held indefinitely unless they are
subsequently registered under the Securities Act and qualified or registered
under applicable state securities laws. Consultant understands and agrees that
the Shares may not be sold, transferred, hypothecated, or otherwise disposed of
unless registered under the Securities Act or Guardian has received an opinion
of counsel reasonably satisfactory to Guardian and its counsel that such sale,
transfer, hypothecation or other disposition is exempt from the registration
requirements of the Securities Act and applicable state securities laws and the
certificates representing the Shares shall bear an appropriate restrictive
legend.
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4.5 In connection with the issuance of Shares as a Commencement Bonus
hereunder, the Consultant represents and warrants to the Company, to the best of
its/his knowledge, as follows:
(a) Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company and Guardian concerning an
investment in the Shares, and any additional information which the Consultant
has requested; and
(b) Consultant's investment in restricted securities is reasonable
in relation to the Consultant's net worth, which is in excess of ten (10) times
the Consultant's cost basis in the Shares. Consultant has had experience in
investments in restricted and publicly traded securities, and Consultant has had
experience in investments in speculative securities and other investments which
involve the risk of loss of investment. Consultant acknowledges that an
investment in the Shares is speculative and involves the risk of loss.
Consultant has the requisite knowledge to assess the relative merits and risks
of this investment without the necessity of relying upon other advisors, and
Consultant can afford the risk of loss of his entire investment in the Shares.
Consultant is (i) an accredited investor, as that term is defined in Regulation
D promulgated under the Securities Act, and (ii) a purchaser described in
Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as
amended; and
(c) Consultant is acquiring the Shares for the Consultant's own
account for long-term investment and not with a view toward resale or
distribution thereof except in accordance with applicable securities laws.
5. FINANCING "FINDER'S FEE". It is understood that in the event
Consultant introduces the Company, or its nominees, to a lender or equity
purchaser, not already having a preexisting relationship with the Company, with
whom Company, or its nominees, ultimately finances or causes the completion of
such financing, Company agrees to compensate Consultant for such services with a
"finder's fee" in the amount of 3% of total gross funding ("Finder's Fee")
provided by such lender or equity purchaser, such fee to be payable in cash or,
at the option of Consultant, in shares of stock or other securities of Guardian.
The Finder's Fee will be in addition to any fees payable by Company to any other
intermediary, if any, which shall be the subject of separate agreements
negotiated between Company and such other intermediary. It is also understood
that in the event Consultant introduces Company, or its nominees, to an
acquisition candidate, either directly or indirectly through another
intermediary, not already having a preexisting relationship with the Company,
which Company, or its nominees, ultimately acquires or causes the completion of
such acquisition, Company agrees to compensate Consultant for such services with
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a "finder's fee" in the amount of 2% of total gross consideration ("M&A Finder's
Fee") provided by such acquisition, such fee to be payable in cash or, at the
option of Consultant, in shares of stock or other securities of Guardian or any
acquirer of Guardian. The M&A Finder's Fee will be in addition to any fees
payable by Company to any other intermediary. It is specifically understood that
Consultant is not and does not hold itself out be a broker-dealer, but is rather
merely a "Finder" in reference to the Company procuring financing sources and
acquisition candidates. Any obligation to pay a "Finder's Fee" hereunder shall
survive the merging, acquisition, or other change in the form of entity of the
Company (or following the Acquisition, Guardian) and to the extent it remains
unfulfilled shall be assigned and transferred to any successor to the Company
(or, following the Acquisition, Guardian. Notwithstanding the foregoing, if, in
the performance of services of a finder by Consultant, the Securities and
Exchange Commission determines, advises, or issues any rule or interpretation,
that requires, or has the effect of requiring, the Consultant to register as a
broker-dealer under the Securities Exchange Act of 1934, as amended, or any
state securities commission determines, advises, or issues any rule or
interpretation, that requires, or would have the effect of requiring, the
Consultant to be registered as a broker or dealer under applicable state
securities law, in connection with the furnishing of services as a finder
hereunder, then Consultant shall promptly comply therewith and, if it has not so
complied within a reasonable period of time as determined by the Company and its
counsel, then, following reasonable notification by the Company, this Section 5
shall be null and void and of no further force and effect and Consultant shall
not be entitled to any Finder's Fee or M&A Finder's Fee hereunder.
5.1 It is further understood that Company, and not Consultant,
is responsible for performing any and all due diligence on such lender, equity
purchaser or acquisition candidate introduced to it by Consultant under this
Agreement, prior to Company receiving funds or closing on any acquisition.
However, Consultant will not introduce any parties to Company or Guardian about
which Consultant has any prior knowledge of questionable, unethical or illicit
activities after reasonable investigation.
5.2 The Company agrees that said compensation to Consultant
shall be paid in full at the time said financing or acquisition is closed, such
compensation to be transferred by Company or Guardian to Consultant within seven
(7) business days of the execution of the financing of acquisition closing
document. Payment of such compensation shall be a condition precedent to the
closing of such financing or acquisition, and Company shall execute any and all
documents necessary to effect said compensation.
5.3 As further consideration to Consultant, Company, or its
nominees, agrees to pay with respect to any financing or acquisition candidate
provided directly or indirectly to the Company by any lender or equity purchaser
covered by this Section 5 during the period of one year from the termination of
this Agreement, a fee to Consultant equal to that outlined in Section 5 herein.
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5.4 Consultant will notify Company of introductions it makes
for potential sources of financing or acquisitions in a timely manner (within
approximately 3 days of introduction) via facsimile memo. If Company has a
preexisting relationship with such nominee and believes such party should be
excluded from this Agreement, then Company will notify Consultant immediately
within twenty-four (24) hours of Consultant's facsimile to Company of such
circumstance via facsimile memo.
6. TERM. This Agreement shall commence on the later of (i) the closing
of the Acquisition and (ii) May __, 2003, and shall terminate on May ___, 2004
(the "Term"). Notwithstanding the foregoing, at any time during the Term hereof,
the Company may terminate this Agreement for any reason or no reason and without
prior notice.
7. ASSIGNABILITY. Consultant's services under this Agreement are
offered to Company only and this Agreement may not be assigned by Company to any
entity with which Company merges or which acquires the Company or substantially
all of its assets. In the event of such merger or acquisition, all compensation
to Consultant herein under the schedules set forth herein shall remain due and
payable, and any compensation received by the Consultant may be retained in the
entirety by Consultant, all without any reduction or pro-rating and shall be
considered and remain fully paid and non-assessable. Notwithstanding the
non-assignability of Consultant's services and this Agreement, Company shall
assure that in the event of any merger, acquisition, or similar change of form
of entity, that its successor entity shall agree to complete all obligations to
Consultant, including the provision and transfer of all compensation herein, and
the preservation of the value thereof consistent with the rights granted to
Consultant by the Company herein, and to Shareholders. Notwithstanding the
foregoing, following the Acquisition, this Agreement may be assigned by the
Company to Guardian and the Company shall provide prior written notice of such
assignment to the Consultant.
8. EXPENSES. Consultant agrees to pay for all its reasonable documented
expenses (phone, mailing, labor, etc.) not to exceed $____ per month, other than
extraordinary items (travel required by/or specifically requested by the
Company, luncheons or dinners to large groups of investment professionals, mass
faxing to a sizable percentage of the Company's constituents, investor
conference calls, print advertisements in publications, etc.), provided all such
expenses are approved in writing in advance by the Company prior to its
incurring an obligation for reimbursement.
9. INDEMNIFICATION. The Company warrants and represents that all oral
communications, written documents or materials furnished to Consultant by the
Company with respect to financial affairs, operations, profitability and
strategic planning of the Company are materially accurate and Consultant may
rely upon the accuracy thereof without independent investigation. The Company
will protect, indemnify and hold harmless Consultant against any claims or
litigation including any damages, liability, cost and reasonable attorney's fees
as incurred with respect thereto resulting from Consultant's communication or
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dissemination of any said information, documents or materials excluding any such
claims or litigation resulting from Consultant's communication or dissemination
of information not provided or authorized by the Company or prepared by
Consultant. The Consultant will protect, indemnify and hold harmless Company
against any claims or litigation including any damages, liability, cost and
reasonable attorney's fees as incurred with respect thereto resulting from
Consultant's performance of services hereunder, including but not limited to the
communication or dissemination of any information not provided or authorized by
the Company and/or from Consultants breach of the representations made by
Consultant in connection with this Agreement.
10. REPRESENTATIONS. Consultant represents to the Company as follows:
(a) Consultant represents that it is not currently required to
maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein and the Consultant
understands that the Company is expressly relying thereupon in entering into
this Agreement. Consultant acknowledges that, to the best of its knowledge after
consultation with legal counsel, the performance of the services set forth under
this Agreement will not violate any rule or provision of Federal or state
securities laws or of any regulatory agency having jurisdiction over Consultant.
Consultant acknowledges that, to the best of its knowledge, Consultant and its
officers and directors are not the subject of any investigation, claim, decree
or judgment involving any violation of Federal or state securities laws.
Consultant further acknowledges that it is not registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended, or registered as an
investment advisor under the Investment Advisors Act of 1940, as amended, or
applicable state law. Company acknowledges that, to the best of its knowledge,
that it and its officers, directors, control persons, employees and consultants,
have not violated any rule or provision of any regulatory agency having
jurisdiction over the Company that would materially and adversely affect the
business of the Company. Company acknowledges that, to the best of its
knowledge, Company is not the subject of any investigation, claim, decree or
judgment involving any violation of the Securities and Exchange Commission or
state securities laws.
(b) Consultant agrees to keep all material non-public information
furnished by Company or Guardian to Consultant hereunder confidential and not to
disclose such information to any party without the prior written consent of the
Company or Guardian, and Consultant shall ensure that all of its officers,
directors, employees, consultants and employees maintain the confidentiality of
all Company/Guardian material non-public information. Consultant shall ensure
that any and all material non-public information regarding the Company or
Guardian that the Company discloses to Consultant is not disclosed to any other
party without compliance with Regulation FD promulgated by the Securities and
Exchange Commission, including, in the case of any person described in Rule
101(b)(1) of Regulation FD, ensuring that any such disclosure is made only
pursuant to a written agreement (reasonably satisfactory to the Company and
Guardian) under which such person agrees to maintain the disclosed information
in confidence. Consultant represents that it and its officers, directors,
consultants and employees are aware of their obligations not to trade in the
securities of a company whose securities are registered under the Securities
Exchange Act of 1934 or otherwise publicly traded while in possession of
material non-public information regarding that company. Consultant represents
that it has established, and agrees to maintain and enforce internal procedures
to ensure that it complies with its obligations under this paragraph.
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10. LEGAL REPRESENTATION. The Company acknowledges that it has been
represented by independent legal counsel in the preparation of this Agreement.
Consultant represents that it has had the opportunity to consult with
independent legal counsel and/or tax, financial and business advisors, and has
done so to the extent the Consultant deemed necessary.
11. STATUS AS INDEPENDENT CONTRACTOR. Consultant's engagement pursuant
to this Agreement shall be as independent contractor, and not as an employee,
officer or other agent of the Company. Neither party to this Agreement shall
represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided hereinabove is a
gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to income taxes, social security payments or any
other payroll taxes unless required by applicable tax law. All such income taxes
and other such payment shall be made or provided for by Consultant and the
Company shall have no responsibility or duties regarding such matters. Neither
the Company nor the Consultant possess the authority to bind each other in any
agreements without the express written consent of the entity to be bound.
12. ATTORNEY'S FEE. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.
13. WAIVER. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.
14. NOTICES. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
addressed to the other party at the address as set forth below:
If to the Company, to: RJL Marketing Services Inc,
Att: Xxxxxx Xxxxxx, President/ CEO
0 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
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If to the Consultant, to: Redwood Consultants, LLC
Xxxx Xxxxxxxxx, Managing Director
000 Xxx Xxxxx Xxxx Xxxx.
Xxx Xxxxx Xxxx, Xxxxxxxxxx 00000
It is understood that either party may change the address to which notices for
it shall be addressed by providing notice of such change to the other party in
the manner set forth in this paragraph.
15. CHOICE OF LAW, JURISDICTION AND VENUE. This Agreement shall be
governed by, construed and enforced in accordance with the laws of the State of
California.
16. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the alleged breach thereof, or relating to Consultant's
activities or remuneration under this Agreement, shall be settled by binding
arbitration in ________________, California, in accordance with the applicable
rules of the American Arbitration Association, and judgment on the award
rendered by the arbitrator(s) shall be binding on the parties and may be entered
in any court having jurisdiction. The provisions of Title 9 of Part 3 of the
California Code of Civil Procedure, including section 1283.05, and successor
statutes, permitting expanded discovery proceedings shall be applicable to all
disputes that are arbitrated under this paragraph.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties relating to the subject matter hereof. This Agreement and its terms
may not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
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IN WITNESS WHEREOF, the parties have entered into this Agreement
effective as of the date first above written.
REDWOOD CONSULTING, LLC
("Consultant")
By: /S/ XXXX XXXXXXXXX
-----------------------------
Xxxx Xxxxxxxxx,
Managing Director
RJL MARKETING SERVICES, INC.
("Company")
By: /S/ XXXXXX X. XXXXXX
-----------------------------
Its: PRESIDENT & CHIEF OPERATING OFFICER
-----------------------------------
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