EXHIBIT 10.3
CENTERGISTIC SOLUTIONS, INC.
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into
as of July 1, 2003 by and between Centergistic Solutions, Inc., ("Company"), a
California Corporation with offices located at 0000 X. Xxxxxxxxxx Xxx., Xxxxxx,
XX 00000 and Hanover Capital Corp, ("Consultant"), a Nevada Corporation with
offices located at 00 Xxxxxxxx Xxxx, Xxxx Xxxxxx, XX 00000.
1. ENGAGEMENT AND RESPONSIBILITIES
1.1 Upon the terms and subject to the conditions set forth in this
Agreement, Centergistic Solutions, Inc. hereby engages Consultant as a
consultant, and Consultant accepts such engagement. Unless Centergistic
Solutions, Inc. consents otherwise, Consultant agrees that Xxxxx X. Xxxx shall
be primarily responsible for the services of Consultant under this Agreement.
1.2 The Consultant acknowledges that the company desires to
accomplish the following agenda and Consultant agrees to assist and advise in
each area enumerated herein as requested and directed by company or other
objectives as may be defined by Company from time to time:
a. Company seeks to raise up to $250,000 through a private
placement or other transaction.
b. Upon listing of Company shares on a stock exchange, Company
wishes to create a public awareness of the stock issue via
the Internet, broker dealer relations, use of financial news
networks, and other investor relations strategy.
c. Company intends to raise an additional two to five million
dollars that will enable the company to pursue various forms
of financing either through a private placement, a secondary
offering, or funding from various institutions or pension
funds.
d. Company intends to pursue a merger and acquisition
strategies.
1.3 In addition to assisting Company as described in paragraph above,
Consultant's duties and responsibilities shall include assistance in
identifying; developing and promoting the formation of relationships with
Persons that may be beneficial to Centergistic Solutions, Inc. These
relationships would include potential strategic partners, merger or
acquisition candidates, customers, business contacts, employees, agents,
consultants, broker dealers or other valuable contacts for Company. Consultant
shall not be obligated to spend any fixed or minimum number of hours in the
performance of its duties pursuant to this Agreement
1.4 Company acknowledges that Consultant retains the right to provide
consulting services to other Persons and nothing in this Agreement shall be
construed to limit or restrict Consultant in conducting such business with
respect to others, or in rendering advice to others or conducting any other
business.
1.5 The Company acknowledges that Consultant is not a broker dealer and
will not partake in the following activities:
a. Provide valuations.
b. Negotiate or advise as to the structure or terms of an
offering of securities.
c. Participate in negotiations with third-party investors.
d. Perform due diligence for broker dealers.
e. Participate in the preparation or distribution of documents
relating to a securities offering.
f. Participate in the distribution of securities.
2. DEFINITIONS
"Person" shall means an individual, corporation, partnership, limited
liability company or partnership, association, trust, government or governmental
agency, or other entity.
3. COMPENSATION; REIMBURSEMENT OF EXPENSES
Consultant's compensation is fixed and will not be percentage based in relation
to any type of securities offering.
Consultant's compensation package will be as follows:
1. No retainer is due for the first month's services. A retainer fee of
$5,000 per month will be due thereafter. The retainer fee will include all of
consultant's costs and expenses.
2. Company agrees to issue to Consultant a total of 300,000 restricted
shares conditioned upon a new capital structure of the Company being created in
which a minimum of 10 million shares are issued and outstanding and under the
following terms. These shares will have piggyback registration rights but will
not have anti-dilution rights.
i) Upon initiation of an SB2 registration statement, Company
agrees to issue to Consultant 100,000 shares to be awarded upon
acceptance/approval of the SB2 registration statement by the SEC.
ii) Upon filing of an SB2 registration statement with the SEC,
Company agrees to issue to Consultant 200,000 shares to Consultant.
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iii) All shares issued to Consultant shall be subject to a lock up
agreement for the 12 month period following their issuance.
3. Company agrees, from time to time upon request, to reimburse Consultant
for unusual out-of-pocket expenses and disbursements incurred in connection with
this retention, only after expenses have been approved in writing by Company
prior to incurring said unusual expenses.
4. TERM OF ENGAGEMENT
2.1 Consultant's engagement pursuant to this Agreement shall
commence on the date hereof and shall terminate on the earlier to occur of
the following:
2.1.1 The term of the contract will be 12 months, which can be
cancelled by any party at any time with 10 days written notice prior to
the end of each monthly period.
2.1.2 Upon the date set forth in a written notice of
termination delivered by Centergistic Solutions, Inc. to
Consultant, which date shall not be prior to 10 days from the
date of delivery of the notice.
5. INDEMNIFICATION
Centergistic Solutions, Inc. agrees to indemnify and hold harmless
Consultant and its directors, officers, agents and employees, and each other
person, if any, controlling Consultant ("Indemnified Parties"), from and against
any losses, claims, damages or liabilities (or actions, including shareholder
actions, in respect thereof) related to or arising out of this engagement, the
Financing and Consultant's actions pursuant to this Agreement, and will
reimburse the Indemnified Parties for all expenses (including counsel fees and
court costs) as they are incurred by the Indemnified Parties in connection with
investigating, preparing or defending any such action or claim, whether or not
in connection with pending or threatened litigation in which the Indemnified
Party is a party. If a claim for indemnification hereunder is to be made by any
party entitled to be indemnified hereunder, such party shall provide prompt
written notice to Centergistic Solutions, Inc. of the commencement of such
action or assertion of such claim, but the failure to give such notice shall not
affect any obligation of Centergistic Solutions, Inc. to indemnify such party,
except to the extent (and only to the extent) that Consumer Direct of America is
materially prejudiced in its defense. Centergistic Solutions, Inc. will not,
however, be responsible for any claims, liabilities, losses, damages or expenses
which are determined to have resulted from Consultants' bad faith or willful
misconduct. Centergistic Solutions, Inc. also agrees that no Indemnified Party
shall have any liability to Centergistic Solutions, Inc. for or in connection
with such engagement except for any such liability for losses, claims, damages,
liabilities or expenses incurred by Centergistic Solutions, Inc. that is
determined to have resulted from Consultants' bad faith or willful misconduct.
The foregoing indemnification shall be in addition to any rights that any
Indemnified Party may have at common law or otherwise, including, but not
limited to, any rights to contribution.
Consultant agrees to indemnify and hold harmless Company and its
directors, officers, agents and employees, and each other person, if any,
controlling Company ("Indemnified Parties"), from and against any losses,
claims, damages or liabilities (or actions, including shareholder actions, in
respect thereof) related to or arising out of this engagement, the Financing
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and Company's actions pursuant to this Agreement, and will reimburse the
Indemnified Parties for all expenses (including counsel fees and court costs) as
they are incurred by the Indemnified Parties in connection with investigating,
preparing or defending any such action or claim, whether or not in connection
with pending or threatened litigation in which the Indemnified Party is a party.
If a claim for indemnification hereunder is to be made by any party entitled to
be indemnified hereunder, such party shall provide prompt written notice to
Consultant of the commencement of such action or assertion of such claim, but
the failure to give such notice shall not affect any obligation of Consultant to
indemnify such party, except to the extent (and only to the extent) that
Consumer Direct of America is materially prejudiced in its defense. Consultant
will not, however, be responsible for any claims, liabilities, losses, damages
or expenses which are determined to have resulted from Company's bad faith or
willful misconduct. Consultant also agrees that no Indemnified Party shall have
any liability to Consultant for or in connection with such engagement except for
any such liability for losses, claims, damages, liabilities or expenses incurred
by Consultant that is determined to have resulted from Company's bad faith or
willful misconduct. The foregoing indemnification shall be in addition to any
rights that any Indemnified Party may have at common law or otherwise,
including, but not limited to, any rights to contribution.
6. CORPORATE OBLIGATION
The obligations of Consultant are solely corporate obligations, and no
officer, director, employee, agent, shareholder or controlling person of
Consultant shall be subject to any personal liability whatsoever to any person,
nor will any such claim be asserted by or on behalf of any other party to this
Agreement.
The obligations of Company are solely corporate obligations, and no
officer, director, employee, agent, shareholder or controlling person of Company
shall be subject to any personal liability whatsoever to any person, nor will
any such claim be asserted by or on behalf of any other party to this Agreement.
7. MISCELLANEOUS
7.1 Notices. All notices, requests, demands and other
communications (collectively, "Notices") given pursuant to
this Agreement shall be in writing, and shall be delivered by
personal service, courier, facsimile transmission or by United
States first class, registered or certified mail, postage
prepaid, addressed to the party at the address set forth on
the signature page of this Agreement. Any Notice, other than a
Notice sent by registered or certified mail, shall be
effective when received; a Notice sent by registered or
certified mail, postage prepaid return receipt requested,
shall be effective on the earlier of when received or the
third day following deposit in the United States mails.
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7.2 Change Notice. Any party may from time to time change
its address for further Notices hereunder by giving notice to
the other party in the manner prescribed in this Section
7.3 Entire Agreement. This Agreement contains the sole
and entire agreement and understanding of the parties with
respect to the entire subject matter of this Agreement, and
any and all prior discussions, negotiations, commitments and
understandings, related to the subject matter of this
Agreement are hereby merged herein.
7.4 Waiver and Amendment. No provision of this Agreement
may be waived unless in writing signed by all the parties to
this Agreement, and waiver of any one provision of this
Agreement shall not be deemed to be a waiver of any other
provision. This Agreement may be amended only by a written
agreement executed by all of the parties to this Agreement.
7.5 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of California without
giving effect to the principles of conflicts of law thereof.
7.6 Arbitration. Parties agree to submit any and all
disputes under this agreement to binding arbitration in Orange
County, California.
7.7 Severability. Whenever possible each provision of
this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision
of this Agreement shall be or become prohibited or invalid
under applicable law, such provision shall be ineffective to
the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining
provisions of this Agreement.
7.8 Captions. The various captions of this Agreement are
for reference only and shall not be considered or referred to
in resolving questions of interpretation of this Agreement.
7.9 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and
the same instrument.
7.10 Attorneys' Fees. If any action or proceeding is
brought to enforce or interpret any provision of this
Agreement, the prevailing party shall be entitled to recover
as an element of its costs, and not its damages, reasonable
attorneys' fees to be fixed by the court. The prevailing party
is the party who is entitled to recover the costs of its
action or proceeding, whether or not such action or proceeding
proceeds to final judgment. A party not entitled to recover
its costs of suit may not recover attorneys' fees. No sum for
attorneys' fees shall be counted in calculating the amount of
a judgment for purposes of determining whether a party is
entitled to recover its costs or attorneys' fees.
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7.11 Judicial Interpretation. Should any provision of this
Agreement or any of the warrants require judicial
interpretation, it is agreed that a court interpreting or
construing the same shall not apply a presumption that the
terms hereof or thereof shall be more strictly construed
against any person by reason of the rule of construction that
a document is to be construed more strictly against the person
who itself or through its agent prepared the same, it being
agreed that all parties have participated in the preparation
of this Agreement.
In Witness Whereof, the parties have executed this Agreement as of the
date first above written.
Centergistic Solutions, Inc.
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx, President, CEO
Hanover Capital Corporation
00 Xxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, President
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0000 Xxxx Xxxxxxxxxx Xxxxxx - Xxxxxx, XX 00000-0000
(000) 000-0000 - FAX (000) 000-0000
xxx.xxxxxxxxxxxx.xxx
[CENTERGISTIC SOLUTIONS(TM) LOGO]
COPY
Wednesday, June 18, 2003
Xxxxx X. Xxxx, President
Hanover Capital Corporation
00 Xxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
Dear Xxx,
Here are two copies each of both the Sponsorship for Tradeability Agreement and
the Centergistic Solutions, Inc. Consulting Agreement. I have executed both
copies of each agreement. These agreements are just as we discussed yesterday by
phone and I have printed then off as you requested.
Please fill in the one blank on each agreement, which recites the state in which
Hanover is incorporated. Then please sign a copy and return to me so that I too
will have an original of each agreement.
We look forward to entering into a successful venture with you. As you may know,
I have now been contacted by Xxxxxxx Day and have an appointment with him next
Tuesday to begin the legal work you have requested.
Please keep me posted on your activities as to how our deal I progressing.
Sincerely,
/s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx
