Consulting Agreement between Registration and ALDA & Associates International, Inc. ALDA & Associates International, Inc. 3651 FAU Boulevard Suite 400 Boca Raton, FL 33431 T 877.845.4657
Exhibit 10.12
Consulting Agreement between Registration and XXXX & Associates International, Inc.
XXXX & Associates International, Inc. 0000 XXX Xxxxxxxxx Xxxxx 000 Xxxx Xxxxx, XX 00000 T 877.845.4657
Business and Financial Consultants
January 2, 2013
Xxxxx X. Xxxxx
Chief Executive Officer
Alternative Fuels Americas, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Dear [Xx. Xxxxx
XXXX & Associates International, Inc. (XXXX) is pleased to submit this engagement letter for an engagement to provide business, strategic and financial consulting services to Alternative Fuels Americas, Inc. (“AFAI” or “Company”). This letter was developed as a result of your request and supersedes any previous agreements or arrangements that may have existed in 2012.
The objectives of the engagement will be to provide the services of Xxxxxx X. Xxxxxxxx as AFAI’s Chief Financial Officer and Xxxxx X. Xxxxx as AFAI’s Chief Administrative Officer. The services of Xxxxxxx X. Xxxxx as AFAI’s Vice President of Business Development will be negotiated and included by mutual consent of AFAI and XXXX at the appropriate time.
Estimate of costs
Professional fees for consulting personnel are charged on an hourly basis in relation to the training and experience of the individual consultant. Hourly rates for our consultants range from $150 to $400, depending on the experience level and the background of the consultant. Out-of-pocket expenses for travel and other incidentals are billed on an actual cost basis in addition to our fees. It is our practice to submit invoices to our clients on a semimonthly basis.
Commencing January 1, AFAI will be billed based on actual hours worked at our reduced billing rate of $110/hour. It is understood that there may be months when no fees will be incurred and, as such, no fees will be accrued for those periods. Accumulated fees will be paid as and when cash becomes available and upon the mutual written consent of the parties.
This agreement will be for a one year period ending on December 31, 2013 unless renewed by mutual consent of both parties. Such renewal will be documented by a new agreement.
This agreement can be terminated by either party upon 30 day’s written notice provided to the other.
| Xx. Xxxxx Page 2 |
With regard to the staffing of the project, we have committed the [ ]to be the project directors and on-site XXXX representatives. As the project develops, we may identify, based on needs and requirements, other individuals to also assist in the work which would be discussed with you in advance. Their resumes are in the appendix to this letter.
Why XXXX?
We believe the single most distinguishing characteristic of XXXX & Associates International, Inc is that unlike most other professional services firms we neither excessively leverage engagements with the substitution behind the scenes of junior people nor take on more business at one time than our senior professionals can manage to the satisfaction of our clients. That is the depth of XXXX’x commitment to you at AFAI.
Additionally, and of greater importance, are the relevant success experiences of the members of the XXXX team. The senior individuals identified for this engagement have specific successes with endeavors of this sort. This presents a clear advantage to you.
Nonexclusivity, confidentiality and indemnification
XXXX & Associates International, Inc. may perform the services for persons and/or entities other than the Company provided that (i) such services do not interfere with the performance by XXXX & Associates International, Inc. of the services hereunder, including by reason of detracting from the time required by XXXX & Associates International, Inc. to perform the services and (ii) such services do not otherwise violate this Agreement.
AFAI hereby agrees to indemnify and hold harmless XXXX & Associates International, Inc. from and against claims, liabilities, losses, damages, and expenses, relating to negligent acts or omissions of Company, arising out of this engagement or any transaction or matter that is related to the subject matter of this engagement.
We look forward to being of service to the Company on this project.
*********************************************************************
SIGNATURE PAGE TO FOLLOW
| Xx. Xxxxx Page 3 |
Should you have any questions regarding this proposal, please contact Xx. Xxxxx X. Xxxxx (877-845-4657).
Cordially yours,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Chief Executive Officer
ACCEPTED AND AGREED TO:
Alternative Fuels Americas, Inc.
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Chief Executive Officer