SETTLEMENT AND RELEASE AGREEMENT
This
Settlement and Release Agreement, by and between Ecology Coatings, Inc. (“ECOC”)
and DMG Advisors, LLC, Xxxx Xxxxxx and Xxxx Xxxxxx (DMG Advisors, LLC, Xxxx
Xxxxxx and Xxxx Xxxxxx collectively referred to as “Undersigned”), is effective
July 15, 2009.
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1.
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In
exchange for the following:
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The
parties agree to terminate their Consulting Agreement dated July 26, 2007
(“Initial Consulting Agreement”).
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ECOC
currently owes Undersigned $200,000 for services in connection with the
Initial Consulting Agreement. The parties agree to reduce the
obligation to $100,000 which will be satisfied in full by ECOC’s issuance
of 500,000 shares to Undersigned.
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The
parties will enter into a new consulting agreement which will have a term
of 6 months and payment by ECOC of 25,000 restricted shares of ECOC stock
per month to Undersigned.
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The
Undersigned shall not use any of their shares of ECOC stock for short
selling purposes.
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Undersigned
and Ecology Coatings, Inc., its directors, officers,
employees, agents and affiliates, including Equity 11, Ltd. (“ECOC”)
each mutually forever release, discharge and indemnify each other from any and
all claims,
demands, actions, causes of action and any other rights
which either may have against the other, based upon or arising out of the
Initial Consulting Agreement entered into by and between the Undersigned and
ECOC. Undersigned understands and agrees that the consideration as
specified herein represents the total amount of money required under this
Agreement to be paid on behalf of ECOC and that no further payments are
necessary or required.
2. Undersigned acknowledges and agrees
this agreement constitutes the entire agreement between Undersigned and ECOC
with regard to the matter set forth herein and shall be binding upon and inure
to the benefit of the executors, administrators, personal representatives,
heirs, successors and assigns of each.
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DMG
ADVISORS, LLC, UNDERSIGNED
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By:
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/s/
Xxxx Xxxxxx
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Xxxx
Xxxxxx
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Xxxxxx
X. Xxxxxxxx
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Its:
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Manager
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Its:
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CEO
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/s/
Xxxx Xxxxxx
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Xxxx
Xxxxxx, Individually, UNDERSINGED
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/s/
Xxxx Xxxxxx
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Xxxx
Xxxxxx, Individually, UNDERSINGED
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CONSULTING
AGREEMENT
This
CONSULTING AGREEMENT (the "Agreement") is made and entered into as of July 15,
2009 by and between ECOLOGY COATINGS, INC., a Nevada corporation (the
"Company"), and DMG ADVISORS, LLC, a Nevada limited liability company (the
"Consultant").
1.
RETENTION OF CONSULTANT. The Company hereby engages and retains Consultant and
Consultant hereby agrees to use Consultant's best efforts to render to the
Company the consulting services for a period commencing on the date of this
Agreement and terminating on January 15, 2009 (six months),or such additional
periods as agreed upon in writing by the parties. This Agreement may not be
terminated by either the Company or Consultant during its term.
2.
CONSULTANT'S SERVICES. Consultant's services under this Agreement shall consist
of the following:
2.1
Advise the Company regarding its investor relations program and
initiatives;
2.2
Facilitate conferences between the Company and members of the business and
financial community;
2.3
Review and analyze the public securities market for the Company's securities;
and
2.4
Introduce the Company to broker-dealers and institutions, as
appropriate.
In
rendering its services, Consultant will deal with the CEO or Directors of the
Company.
3.
PAYMENT FOR SERVICES.
3.1 The
Company shall pay Consultant Five Thousand Dollars ($5,000) per
month. For purposes of this Agreement, the $5,000 shall be deemed to
be equivalent to Twenty Five Thousand (25,000) shares of Company’s common
stock. Company shall issue Twenty Five Thousand (25,000) shares of
Company’s common stock to Consultant upon execution of this Agreement and Twenty
Five Thousand (25,000) shares on the fifteenth day of each calendar month
following the date of this Agreement until termination through December 15,
2009.
3.2 The
Company's payments under Paragraph 3.1 above shall be deemed full and complete
consideration for the services to be rendered by Consultant under this
Agreement.
4.
CONSULTANT'S TIME COMMITMENT. Consultant shall devote such time as reasonably
requested by the Company for consultation, advice and assistance on matters
described in this Agreement and provides the same in such form as the Company
requests. The Company agrees that Consultant shall not be prevented or barred
from rendering services similar or dissimilar in nature for and on behalf of any
person, firm or corporation other than the Company.
5. NATURE
OF SERVICES AND INDEPENDENT CONTRACTOR. The relationship created
under
this Agreement is that of Consultant acting as an independent
contractor. The parties acknowledge and agree that Consultant shall
have no authority to, and shall not, bind the Company to any agreement or
obligation with any third party. The parties also acknowledge that Consultant's
services will consist in part of introducing and facilitating the introduction
of parties to the Company. Consultant will not assist in any
negotiations between the Company and such parties. Consultant is not a licensed
broker-dealer and will not provide services as a broker-dealer. Consultant will
also not provide legal or accounting services.
6.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall maintain as secret
and confidential all valuable information heretofore or hereafter acquired,
developed or used by the Company relating to its business, operations, employees
and customers that may give the Company a competitive advantage in its industry
(all such information is hereinafter referred to as "Confidential Information").
The parties recognize that, by reason of Consultant's duties under this
Agreement, Consultant may acquire Confidential Information. Consultant
recognizes that all such Confidential Information is the property of the
Company. During the term of Consultant's engagement by the Company, Consultant
shall exercise all due and diligent precautions to protect the integrity of any
or all of the Company's documents containing Confidential Information. In
consideration of the Company entering into this Agreement,
Consultant
shall not, directly or indirectly, use, publish, disseminate or otherwise
disclose any Confidential Information obtained during Consultant's engagement by
the Company without the prior written consent of the Company. The parties agree
that this Paragraph 6 shall survive the termination of this
Agreement.
7.
COMMUNICATIONS WITH CONSULTANT. Consultant will not independently conduct a due
diligence review of the Company and will, to a great extent, be relying upon
information provided by the Company in rendering services under this
Agreement.
8.
EXCULPATION OF LIABILITY AND INDEMNIFICATION. All decisions with respect to
consultations or services rendered by Consultant for transactions negotiated for
and presented to the Company by Consultant shall be those of the Company, and
Consultant shall have no liability with respect to such decisions. In connection
with the services Consultant renders under this Agreement, the Company
indemnifies and holds Consultant harmless against any and all
losses,
claims,
damages and liabilities and the expense, joint and several, to which Consultant
may become subject and will reimburse Consultant for any legal and other
expenses, including attorney's fees and disbursements incurred by Consultant in
connection with investigating, preparing or defending any actions commenced or
threatened or claim whatsoever, whether or not resulting in the liability,
insofar as such are based upon the information the Company has supplied to
Consultant under this Agreement. In connection with the services Consultant
renders under this Agreement, Consultant indemnifies and holds the Company
harmless against any and all losses, claims, damages and liabilities and the
expense, joint and several, to which Company may become subject and will
reimburse Company for any legal and other expenses, including attorney's fees
and disbursements incurred by the Company in connection with investigating,
preparing or defending any actions commenced or threatened or claim whatsoever,
whether or not resulting in the liability, insofar as such are based upon or in
connection with the services Consultant has rendered under this
Agreement.
9. ENTIRE
AGREEMENT. Except for Settlement Agreement, this Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No representation,
promise, or inducement has been made by any party that is not embodied in this
Agreement, and no party shall be bound by or liable for any alleged
representation, promise or inducement not so set forth. If any provision of this
Agreement shall be declared void or against public policy, such provision shall
be deemed severed from this Agreement and the remaining provisions shall remain
in full force and effect and unmodified.
10.
ASSIGNMENT. The Consultant may not assign or transfer any or all rights under
this Agreement without written authorization from the Company. The Company may
assign its rights, together with its obligations, hereunder in connection with
any sale, transfer or other disposition of all or substantially all of its
business or assets. In such event, the rights and obligations of the Company
shall be binding on its successors or assigns, whether by merger, consolidation
or acquisition of all or substantially all of the business or
assets.
11.
AMENDMENT. This Agreement may be amended, modified, superseded, canceled,
renewed or extended and the terms or covenants hereof may be waived only by a
written instrument executed by all of the parties hereto who are thereby
affected, or in the case of a waiver, by the party waiving compliance. No waiver
by either party of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in
this Agreement.
12.
NOTICES. All notices, consents, requests, demands and offers required or
permitted to be given under this Agreement will be in writing and will be
considered properly given or made when personally delivered to the party
entitled thereto, or when mailed by certified United States mail, postage
prepaid, return receipt requested, addressed to the addresses appearing in this
Agreement. A party may change his address by giving notice to the other party to
this Agreement.
13.
COUNTERPARTS. This Agreement may be signed in any number of counterparts, each
of which shall be an original, but all of which, taken together, shall
constitute one agreement. It shall not be required that any single counterpart
hereof be signed by the parties, so long as each party signs any counterpart of
this Agreement.
14.
GOVERNING LAW. This Agreement shall be governed in all respects and
for
all
purposes by the laws of the State of Michigan and the Courts of Xxxxx County,
Michigan shall have exclusive jurisdiction to enforce any order or
award.
15.
ATTORNEYS' FEES. In case of any action or proceeding to compel compliance with,
or for a breach of, any of the terms and conditions of this Agreement, the
prevailing party shall be entitled to recover from the losing party all costs of
such action or proceeding, including, but not limited to, reasonable attorneys'
fees.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as
of the day and year first above written.
By: /s/ Xxxxxx X.
Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Its: CEO
0000
Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx
Xxxxx, XX 00000
DMG
ADVISORS, LLC
By: /s/ Xxxx
Xxxxxx
Xxxx Xxxxxx
Its: Manager
