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&PARTNERS
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CONSULTING
AGREEMENT (the “Agreement”) dated as of February 20, 2008 between ▇▇▇▇ ▇▇▇▇▇▇▇
(the “Consultant”) and DealerAdvance, Inc. (the “Client”).
WITNESSETH:
WHEREAS,
Client desires to expand its presence in the European Union (the “EU)”, to
establish its corporate image in the EU and to increase awareness among the
business community and public in the EU, including potential customers for
Client’s other products or services.
WHEREAS,
Client desires to retain the services of Consultant in the EU with the
objectives of (1) promoting, positioning and marketing Client‘s corporate image,
trademarks, brand names, products and services, (2) identifying potential
business development partners, (3) identifying potential acquisition targets
and
structuring potential business acquisitions (other than any reverse merger),
(4)
developing new business strategies, and (5) developing marketing and advertising
materials, agreements, and other documents in connection with the foregoing
(the
“Objectives”).
WHEREAS,
Consultant has the expertise necessary to accomplish the
Objectives.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements, and upon
the
terms and conditions hereinafter set forth, the parties agree as
follows:
Section
1. Retention
of Consultant.
Client
engages Consultant to provide consulting services to Client as may be necessary,
proper or advisable to achieve the Objectives, and Consultant accepts such
engagement, subject to the terms and conditions of this Agreement.
Section
2. Services.
Consultant agrees to work diligently and to the best of Consultant’s knowledge,
skill and ability to accomplish the Objectives. Consultant
may out-source or contract for the performance of certain duties to persons
that
are competent and qualified to perform such duties and who shall be bound in
writing to all of the provisions of this Agreement to the same extent as
Consultant. Consultant
shall keep Client fully informed of the foregoing activities; and, in general,
cooperate with Client in connection with the foregoing activities. Consultant
shall not provide any services in connection with the offer or sale of
securities in a capital-raising transaction, and Consultant’s services hereunder
shall not directly or indirectly promote or maintain a market for Client’s
securities. In
performing its duties, Consultant agrees to adhere to and to act in accordance
with all applicable laws, rules and regulations, the policies and procedures
of
Client in effect from time to time, all written and oral instructions received
from an authorized officer or employee of Client, and high ethical
standards.
Section
3. Compensation.
Promptly
upon execution of this agreement, Client shall pay Consultant a one-time
nonrefundable fee of $46,000 USD (the “Fee”) payable in the form of 25,000,000
shares of its Common Stock, no par value (the “Shares”) and file a Registration
Statement on Form S-8 with the United States Securities and Exchange Commission
(the “SEC”) to cover the resale of the Shares to the public. Promptly after the
effective date of said registration statement, certificates evidencing the
Shares shall be issued in the name of and delivered to Consultant without
restrictive legend in such denominations as Consultant shall designate. Client
will bear the costs of the registration statement and issuance of the
Shares.
Section
4. Trade
Secrets.
Other than information known to the general public, all information relating
to
Client, whether or not set forth in tangible form, shall be treated as “Trade
Secrets and Confidential Information.” Consultant agrees not to use or to permit
any other person to use any of the Trade Secrets and Confidential Information
in
any manner except for the purposes of this Agreement. Consultant agrees to
hold
the Trade Secrets and Confidential Information in strict confidence, and not
to
disclose to any other person the Trade Secrets and Confidential Information,
except to only those of Consultant’s contractors, agents and employees in
furtherance of the Objectives who need to know such information, who shall
be
bound to all of the provisions of this agreement to the same extent as
Consultant. Consultant agrees to take all other reasonable precautions to
protect the Trade Secrets and Confidential Information from disclosure to any
unauthorized third party and from any other use not authorized hereby. Upon
termination of this Agreement, Consultant agrees to return to Client all records
of the Trade Secrets and Confidential Information, including all copies thereof
(other than Consultant’s accounting records).
Section
5. Expenses.
If
Consultant incurs any additional expenses to facilitate the transaction,
Consultant shall obtain the consent of Client for any single item of expense.
Client’s consent hereunder shall not be unreasonably withheld or
delayed.
Section
6. Full
Cooperation.
In
connection with the activities of Consultant on behalf of Client, Client will
cooperate with Consultant and will furnish Consultant and Consultant’s
representatives with all information and data concerning Client as may be
required in connection with Consultant’s services hereunder.
Section
7. Representations.
Client
warrants and represents to Consultant that this Agreement does not conflict
with
any other agreement binding Client. Client warrants and represents to
Consultant, that Client is fully authorized to offer and pay Consultant’s
compensation referred to in Section 3 above.
Section
8. Indemnification.
Client
agrees to indemnify and hold harmless Consultant, and any company controlling
Consultant or controlled by Consultant, and their respective officers, agents
and employees to the full extent lawful, from and against any losses, claims,
damages or liabilities (including reasonable counsel fees) related to or arising
out of this Agreement; provided, however, that the indemnification provided
for
in this paragraph shall not apply to claims relating to non compliance with
SEC
rules and reporting and other requirements that the Consultant is required
to
comply with, which shall be the Consultant’s responsibility.
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Section
9. Waiver
of Breach.
The
failure by Client to exercise any rights or powers hereunder shall not be
construed as a waiver thereof. The waiver by Client of a breach of any provision
of this Agreement by Consultant shall not operate nor be construed as a waiver
of any subsequent breach by Consultant.
Section
10. Notices.
All
notices, requests, demands and other communications, which are required or
permitted under this Agreement, shall be in writing and shall be deemed
sufficiently given upon receipt if personally delivered, faxed, sent by
recognized national overnight courier or mailed by certified mail, return
receipt requested, to the address of the parties set forth above. Such notices
shall be deemed to be given (i) when delivered personally, (ii) one day after
being sent by overnight courier carrier or (iii) three days after being mailed,
respectively.
Section
11. Term;
Resignation and Termination.
The term of this Agreement shall commence on the date hereof and continue for
sixty (60) days from the effective date of Client’s Registration Statement on
Form S-8 to be filed in connection herewith. The term shall be automatically
extended for an additional thirty (30) days unless Client shall give written
notice to the contrary. Client may terminate Consultant for cause by giving
written notice in the event Consultant materially breaches or defaults in any
of
its duties, covenants or agreements as set forth herein, including a breach
or
default resulting from the death or disability of Consultant. Either party
may
terminate this Agreement by giving written notice upon the liquidation,
bankruptcy or insolvency of the other party, an assignment for the benefit
of
creditors for the other party or composition of substantially all of its debts,
or the appointment of a trustee or receiver for the business, property or
affairs of the other party.
Section
12. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the United Kingdom.
Section
13. Entire
Agreement: Amendments.
This
Agreement contains the entire agreement and understanding between the parties
and supersedes and preempts any prior understandings or agreements, whether
written or oral. The provisions of this Agreement may be amended or waived
only
with the prior written consent of Client and Consultant.
Section
14. Successors
and Assigns.
This
Agreement shall be binding upon, inure to the benefit of, and shall be
enforceable by Consultant and Client and their respective successors and
assigns; provided, however, that the rights and obligations of Consultant under
this Agreement shall not be assignable.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
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“Client”
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By:
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▇▇▇▇▇▇▇▇▇, Chief Executive Officer
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“Consultant”
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By:
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