EXHIBIT 10.8
INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
This agreement ("Agreement") is entered into this 16th day of August, 2004, by
and between Ariel Way, LLC ("Ariel Way") having offices at 0000 Xxxxxx Xxxxxxxx
Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000 and Xxxxxxx Xxxxxx, ("Consultant"), having
an address of Securities Counseling and Management, Inc., 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000.
WITNESSETH
WHEREAS, Consultant is in the business of locating companies that desire to
engage in M&A services and support said services; and,
WHEREAS, Ariel Way wishes to engage the services of Consultant for the purposes
of introducing Ariel Way to companies that desire to engage M&A activities;
WHEREAS, Consultant understands that Ariel Way is a private corporate entity but
that the business plan for Ariel Way assumes an acquisition or merger with a
public corporate entity making the surviving company a public company operating
under the rules and conditions as stated by the Securities and Exchange
Commission and that this Agreement will be assumed by the surviving entity after
amendments, if necessary, upon the completion of the acquisition or merger.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the sufficiency of which consideration is acknowledged by the
parties, the parties mutually covenant and agree as follows:
1. Ariel Way engages Consultant as of the date above, on a non-exclusive basis,
from the date of the execution of this Agreement to locate and refer to Ariel
Way companies that wish to engage in M&A activities with Ariel Way and to refer
companies to Ariel Way. Consultant is to be paid upon the closing of a
Transaction as defined below.
2. TRANSACTION DEFINITION. As used herein, the term "Transaction" is defined as
the execution of a definitive agreement and closing of a transaction between
Ariel Way and a company ("Company"), referred to Ariel Way by Consultant.
3. FEES. In the event Ariel Way completes and closes a transaction with a
Company, as described in paragraph 2, then Ariel Way agrees to pay Consultant,
as compensation for services rendered, a consulting fee in accordance with the
attached Schedule A.
4. TERM OF AGREEMENT. This Agreement may be terminated by either party upon
thirty (30) days prior written notice.
5. Ariel Way agrees to use its best efforts to execute an engagement with a
Company referred by Consultant if said Company is determined in good faith by
Ariel Way to be an entity for which Ariel Way's M&A activities are appropriate.
6. Ariel Way acknowledges that it is Ariel Way's responsibility to negotiate and
consummate Company M&A agreement. Ariel Way confirms and acknowledges its
awareness that Consultant is not authorized to engage in the business of
offering or selling securities of Ariel Way in connection with any potential
stock swap, and that with respect to any funding arrangements that involve the
sale or offer of securities, Consultant can act only as an advisor and cannot
offer, sell, or solicit offers to purchase or sell any security.
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7. NON-CIRCUMVENTION. Each Party agrees to work together, and agrees not to
circumvent in any manner, directly or indirectly, with regard to any third
parties, clients or contacts that have been identified by either party to each
other. All contacts, discussions and other activity with all identified third
parties or accounts of Ariel Way shall be conducted by, through or in
conjunction with Ariel Way. Each Party further agrees that in the event of the
termination of this contract by either party that they will not engage or
contact any third parties introduced to each other for a period of not less than
2 years after the termination of this contract, without the expressed written
consent of the other party.
8. CONFIDENTIALITY. Each Party agrees to maintain all information received in
the strictest confidence and shall not disclose to any third parties any
business contacts, investment sources, proprietary software tools or concepts or
any information disclosed by each other without prior written consent. Parties
further understand that all business sources, contacts or clients are its stock
and trade and confidential information and any unauthorized disclosure by any
other party hereto will result in irreparable damage for which monetary damages
would be difficult or impossible to accurately determine. Parties recognize that
proprietary information disclosed to each other, before, during, or after
execution of this agreement represent confidential and valuable proprietary
information and, therefore, will not, without the express prior consent of Ariel
Way, disclose such information to any person, company, entity, or other third
party.
9. SURVIVAL. All representations, warranties and agreements set forth herein
shall survive the closing hereof and shall continue in existence and in full
force and effect until they expire on their own terms.
10. INDEMNIFICATION. Both Ariel Way and Consultant agree to hold each other
harmless for any event in which either party becomes involved any legal action,
proceeding or investigation, brought about by any third party in connection with
any matter, related to or arising out of either parties engagement hereunder.
The indemnity agreement contained in this paragraph, however, shall not extend
to any loss, claim, damage, expense, liability or action or any right to
reimbursement which arises by reason of any act or omission to act by either
party (a) not taken in good faith, or (b) by reason of gross negligence or
willful misconduct by either party. The indemnity obligations of either party
under this paragraph shall be binding upon any successors, assigns, heirs and
personal representatives of the other party, and shall inure to the benefit of
any successors, assigns, heirs and personal representatives of the other party
and any such person. The foregoing provision shall survive any termination of
the Agreement.
11. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, representatives, successors and
assigns.
12. JURISDICTION. This Agreement shall be interpreted under and governed by the
laws of the United States of America and the Commonwealth of Virginia, and the
parties hereto consent to jurisdiction therein.
13. ENTIRE AGREEMENT. This document is the entire Agreement between the parties
and supersedes all prior agreements, representations and understandings of the
parties. No modification of this Agreement shall be binding unless agreed to in
writing by the parties hereto.
14. CAPTIONS. Section captions are included in this Agreement for convenience
only and shall not affect the meaning or interpretation of this Agreement.
15. ENFORCEABILITY. If any provision of this Agreement is held to be invalid or
unenforceable, such holding shall not affect the validity or enforceability of
any other provision.
16. NOTICES. All notices, demands and other communications to be given or
delivered under this Agreement and Appendix shall be in writing and shall be
deemed to have been given when delivered personally or mailed by certified or
registered mail, return receipt requested, and postage prepaid, to the
recipient, addressed to the parties as follows (or to such other addresses as
the parties may subsequently specify in writing):
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If to Ariel Way: Ariel Way, LLC
0000 Xxxxxx Xxxxxxxx Xxxxx,
Xxxxx 0000
Xxxxxx, XX 00000
ATTN: Xxxx Xxxxxx, Chairman
If to Consultant: Securities Counseling and Management, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000.
ATTN: Xxxxxxx Xxxxxx
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
ARIEL WAY, LLC
By: ______________________________________
Name: Arne Dunhem_______________________
Its: Chairman _____________________________
CONSULTANT
By: _______________________________________
Print Name: ________________________________
Its: _______________________________________
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INDEPENDENT CONSULTING AGREEMENT
SCHEDULE A
TASK: ACQUISITION OF SPIN-OFF SUBSIDIARY FROM MARKET CENTRAL, INC.
Upon satisfactory Closing of Ariel Way acquisition of spin-off subsidiary
from Market Central, Inc. Consultant shall receive for services rendered
cash compensation of Three Thousand Dollars ($3,000.00). Consultant shall
have a right to exchange the cash compensation to a Warrant to receive a
total of 300,000 shares of common stock of the acquired spin-off subsidiary
at an exercise price of $0.01 per share assuming that the total issued and
outstanding number of shares is 20,000,000 upon a re-capitalization of the
spin-off subsidiary. If the assumption of 20,000,000 shares is not correct,
then the issuance of the warrant shall be pro-rata amended to correspond to
actual issued and outstanding shares. Stock issued under the warrant shall
have piggy-back registration rights under an X-0, XX-0 or any other
appropriate filing with the Securities and Exchange Commission if and when
the Company files such a registration statement.
Agreed to and accepted on this 16th day of August, 2004 by:
ARIEL WAY, LLC
By: ______________________________________
Name: Arne Dunhem_______________________
Its: Chairman _____________________________
CONSULTANT
By: _______________________________________
Print Name: ________________________________
Its: _______________________________________
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