CONSULTING AGREEMENT
EXHIBIT
10.15
Agreement
made as of the 24th
day of
March, 2006, by and between Sparta Commercial Services, Inc. a Delaware
corporation having an address at 000 Xxxxxxx Xxxxxx, 00xx
xxxxx,
Xxx Xxxx, XX 00000 (the “Company”) and Xxxxxxxxxxx Xxxxxx, having an address at
XX Xxx 000, Xxxx Xxxxxx, Xxx Xxxx 00000 (“Consultant”).
RECITALS
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A.
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The
Consultant has rendered valuable services to the Company and the
Company
desires to retain and utilize the services of the Consultant to enhance
the growth and profitability of the Company, and the Consultant is
willing
to serve as a consultant to the Company;
and
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B.
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The
Consultant acknowledges that while in the service of the Company,
and/or
any affiliate thereof, the Company must take reasonable steps to
protect
its ideas, methods, developments, strategies, business plans and
financial
and other information of the Company which are confidential and/or
proprietary in nature and which are of significant value to other
persons
or entities that operate in the Company’s
industry.
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NOW
THEREFORE, in consideration of the mutual promises made acknowledged, the
parties hereto hereby agree as follows:
AGREEMENTS
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1.
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Consulting
Services.
The Company hereby engages Consultant as an independent contractor,
and
not as an employee, to render consulting services to the Company
as
hereinafter provided, and Consultant hereby accepts such engagement.
Consultant shall not have any authority to bind or act on behalf
of the
Company. Consultant shall consult with the Company regarding (a)
mergers
and acquisitions, marketing strategies, structure of deals and strategic
relationships and alliances; and (b) such other matters as the Consultant
and the Company may periodically agree. Consultant shall be free
to
determine the time and location and the manner in which he shall
render
the consulting services described herein and he shall not be required
to
devote any minimum number of hours per year to rendering such
services.
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2.
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Term.
This Agreement shall be for one year commencing on the date above
written
and shall terminate on the first anniversary of the date of this
Agreement.
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3.
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Company.
For purposes of this Agreement, the term “Company” shall, unless the
context dictates otherwise, also mean any of the Company’s subsidiaries or
affiliates.
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4.
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Compensation.
(a) In consideration of the services to be provided by the Consultant,
the
Company agrees to issue to Consultant and/or its designee(s) 70,000
restricted shares (“Shares”) of the Company’s common stock.
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It
is
expressly understood and agreed that in connection with the Services to be
performed by the Consultant, the Consultant shall be solely responsible for
any
and all taxes arising from the consulting fees paid to the Consultant
hereinafter.
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5.
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Expenses.
Subject to the Company’s prior written approval in each instance, the
Company shall reimburse the Consultant for his normal and reasonable
expenses incurred in the performance of the Consultant’s duties hereunder
including for travel, entertainment and similar items. As a condition
of
reimbursement, the Consultant agrees to provide the Company with
copies of
all invoices and receipts, and otherwise account to the Company in
sufficient detail to allow the Company to claim an income tax deduction
for such paid item, if such item is deductible. Reimbursement for
expenses
shall be made monthly.
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6.
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Confidentiality
and Competitive Activities.
The Consultant agrees that during the Term of this Agreement he will
be in
a position of special trust and confidence and will have access to
confidential and proprietary information about the Company’s business
plans. The Consultant agrees that for the Term of this Agreement
and for a
period of five (5) years following the termination of this Agreement
for
any reason Consultant will not directly or indirectly, either as
an
employee, employer, consultant, agent, principal, partner, stockholder,
corporate officer, director, or in any similar individual or
representative capacity, engage or participate in any business that
is in
competition, in any manner whatsoever, with the Company. Notwithstanding
anything in the foregoing to the contrary, the Consultant shall be
allowed
to invest as a shareholder in publicly traded companies in the same
business as the Company provided that such investment shall not cause
Consultant to be deemed an affiliate thereof. For purposes of this
Agreement, the term “affiliate” shall have the meaning ascribed to it by
Rule 144(a)(i) of the Securities Act of 1933, as
amended.
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7.
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Trade
Secrets.
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a.
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Special
Techniques.
It is hereby agreed that the Company has developed or acquired, certain
technology, know-how, unique or special methods, processes and techniques,
trade secrets, and special customer arrangements, supplier and customer
lists and arrangements, and other proprietary rights and confidential
information and shall during the Term continue to develop, compile
and
acquire said items (all hereinafter collectively referred to as the
“Company Property”). It is expected that the Consultant will gain
knowledge of and utilize the Company Property in the course of performing
his consulting services, and will be in a position of trust with
respect
to the Company Property.
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b.
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Company
Property.
It is hereby agreed that the Company Property shall remain the Company’s
sole property. If the Consultant’s engagement is terminated for whatever
reason, the Consultant agrees not to copy, make known, disclose or
use,
any of the Company Property without the Company’s prior written consent,
which shall not be unreasonably withheld. In such event, the Consultant
further agrees not to endeavor or attempt in any way to interfere
with or
induce a breach of any
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prior
proprietary contractual relationship that the Company may have with any
employee, customer, contractor, supplier, or representative, for five (5) years
from the date of termination of this Agreement. The Consultant agrees upon
termination of engagement to deliver to the Company. The Consultant recognizes
that the violation of covenants and agreements contained in this Section 7
may
result in irreparable injury to the Company, which would not be fully
compensatable by way of money damages.
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c.
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Covenant
Not to Compete.
For a period of five (5) years from the date of any termination of
the
Consultant’s engagement with the Company, neither the Consultant nor any
of his employees shall directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder, corporate
officer, director, or in any other individual or representative capacity,
engage or participate in any activities which are the same as, or
competitive with, the activities in which the Company is
engaged.
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8.
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Miscellaneous.
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a.
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Entire
Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter
herein, and supersedes and replaces any prior agreements and
understandings, whether oral or written between them with respect
to such
matter.
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b.
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No
Implied Waivers. The failure of either party at any time to require
performance by the other party of any provision hereof shall not
affect in
any way the right to require such performance at any time thereafter,
nor
shall the waiver by either party of a breach of any provision hereof
be
taken or held to be a waiver of any subsequent breach of the same
provision or any other provision.
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c.
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Personal
Services. It is understood that the services to be performed by the
Consultant hereunder are personal in nature and the obligations to
perform
such services and the conditions and covenants of this Agreement
cannot be
assigned by the Consultant. Subject to the foregoing, and except
as
otherwise provided herein, this Agreement shall inure to the benefit
of
and bind the successors and assigns of the
Company.
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d.
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Severability.
If for any reason any provision of this Agreement shall be determined
to
be invalid or inoperative, the validity and effect of the other provisions
hereof shall not be affected thereby, provided that no such severability
shall be effective if it causes a material detriment to any
party.
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e.
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Applicable
Law. This Agreement shall be governed by and construed in accordance
with
the laws of Nevada.
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f.
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Notices.
All notices, requests, demands, instructions or other communications
required or permitted to be given under this Agreement shall be in
writing, and shall be deemed to have been duly given upon delivery,
if
delivered personally, or if given by prepaid telegram, or mailed
first-class postage prepaid, registered or certified mail, return
receipt
requested, shall be deemed to have been given seventy-two (72) hours
after
such delivery, if addressed to the other party at the addresses set
forth
on the signature page below. Either party hereto may change the address
to
which such communications are to be directed by giving written notice
to
the other party hereto of such change in the manner above
provided.
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g.
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Merger,
Transfer of Assets, or Dissolution of the Company. This Agreement
shall
not be terminated resulting from either merger or consolidation in
which
the Company is not the consolidated or surviving company or a transfer
of
all or substantially all of the assets of the Company. In such event,
the
rights, benefits and obligations herein shall automatically be assigned
to
the surviving or resulting company or to the transferee of the
assets.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
By:
/s/
X.X.
Xxxxxx
X.X.
Xxxxxx, Chief Executive Officer
By:
/s/
Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxxx
Xxxxxx, Consultant
