CAPITAL GROUP COMMUNICATIONS, INC. CONSULTING AGREEMENT
Exhibit
10.14
CAPITAL
GROUP COMMUNICATIONS, INC.
This
Consulting Agreement (this “Agreement”) is made as of December 31, 2008 (the
“Commencement Date”), by and between Capital Group Communications, Inc., a
California corporation (“Consultant”), and Better Bio Diesel
(“Client”). For the purpose of this Agreement, Consultant and Client
are sometimes referred to collectively as the “parties” or in the singular as a
“party.”
1.
Scope of Engagement.
A. Appointment
of Consultant.
Client, a publicly-traded company, hereby appoints Consultant as its
nonexclusive financial public relations representative and consultant to (i)
assist Client in developing, and/or increasing the visibility of, its public
profile and in enhancing its corporate image among shareholders, brokers,
dealers, fund managers, analysts and other investment professionals in the
capital markets and (ii) represent Client in formulating and implementing a
financial public relations and communications strategy.
B. Term
of Retention. The term of
this Agreement (the “Term”) shall commence on the Commencement Date and
terminate July 31, 2008.
C. Description
of
Services. During the Term, Consultant shall provide the
following services (collectively, the “Services”): (i) evaluate
Client’s public profile and corporate image and identify potential challenges
affecting Client’s future financial public relations strategies, (ii) develop a
financial public relations strategy for Client; (iii) develop a shareholder
relations strategy for Client; (iv) develop a communications strategy for Client
(including a program to enhance its corporate image); (v) present Client and
its
management to the financial community (using Consultant’s database of brokers,
dealers, fund managers, analysts and other investment professionals); (vi)
coordinate and implement Client’s financial public relations and communications
strategies; (vii) disseminate, as directed by Client, information from Client
or
public sources regarding Client and its management, operations and business
plans and strategies; and (viii) evaluate the financial public relations
implications of Client’s business plans, strategies, mission statements,
budgets, proposed transactions and other operational plans.
D. Preliminary
Evaluation. Client acknowledges and agrees that, prior to the
Commencement Date, Client received Consultant's preliminary evaluation of
Client’s public profile and corporate image and Client’s potential future
financial public relations challenges (the “Preliminary
Evaluation”).
E. Additional
Benefits from Engagement.
Client acknowledges and agrees that: (i) Consultant has
foregone significant alternative professional and other business opportunities
by entering into this Agreement and by assuming the obligations
hereunder; (ii) Client has obtained, and will continue to obtain, substantial
benefit from the Preliminary Evaluation; and (iii) Client’s public profile and
corporate image will be enhanced by Client’s ability to publicly announce its
relationship with Consultant under this Agreement (especially in light of
Consultant’s preeminent reputation in the financial
community). Client also acknowledges and agrees that, in exchange for
these additional benefits (collectively, the “Additional Benefits”) and for the
Preliminary Evaluation, Client shall pay to Consultant a “Contract Fee” under
this Agreement, as that phrase is defined and provided for below.
F. Independent
Contractor Status.
At all times, Consultant and its agents, employees and representatives
shall be independent contractors of Client and not employees, agents, joint
venturers or partners of Client. Nothing in this Agreement shall be
interpreted or construed as creating or establishing any other relationship
between Client and Consultant (or between any of their respective agents,
employees or representatives). As a result, Consultant and its
agents, employees and representatives reserve the right from time to time,
in
their sole and absolute discretion, to contract to perform any professional
and
other services for third parties during the Term (including services that are
identical to the Services hereunder). Consultant shall determine the
method, details, and means of performing the Services and shall select, in
its
sole and exclusive discretion, which of its agents, employees and
representatives shall perform the Services. Client shall not have the
right to, and shall not, control the manner or determine the method of
accomplishing the Services. Client also will have no right to, and
shall not, supervise Consultant’s performance; provided, however, that Client
and Consultant may set mutually-agreeable performance milestones for that
performance of the Services.
2.
Consultant’s
Remuneration. Client agrees to pay to Consultant a
“Contract Fee” consistent with the following terms and conditions:
A.
Contract
Fee. In
consideration for Consultant’s undertaking of the Preliminary Evaluation and for
the Additional Benefits conferred on Client by and under this Agreement, Client
agrees to deliver to Consultant within five (5) business days of the
Commencement Date (or on another date agreed to by the parties in a writing
that
is signed by both of the parties) a “Contract Fee” equal to one or more stock
certificates, at the Consultant’s direction, which shall not be unreasonable
(the “Contract Shares”), representing 3,000,000 shares of Client’s common
stock, deliverable as of the Commencement. The Contract
Shares shall be “restricted securities,” as defined in Section 2(C)(iii),
below.
B.
Additional Fee. Waived
C.
Terms Relating to the Contract Shares
(i)
Each certificate that reflects or comprises part of the Contract Shares shall
be
in a form that is consistent with all other the certificates issued by Client
to
its common stock shareholders and shall bear all legends and information that
are required under applicable federal and state securities laws, rules,
ordinances and regulations and any resolution(s) adopted by Client’s Board of
Directors.
(ii)
The Shares shall be validly-issued, fully paid-for, non assignable and
non-assessable shares of Client’s authorized common stock. The Shares
also shall be issued in compliance with all of the requirements of applicable
federal and state securities laws, rules, ordinances and regulations and
pursuant to resolution(s) adopted by Client’s Board of Directors.
(iii)
If the Contract Shares are “restricted securities” under the Federal Securities
Act of 1933 (the “1933 Act”), then Client shall (a) comply at all times with
Rule 144 of the 1933 Act (“Rule 144”) and (b) register all of the Contract
Shares with the U.S. Securities & Exchange Commission (“SEC”) and any other
applicable governmental agency or authority during Client’s next immediate
registration of any type or class of stock, subject to the right, however,
of
the Client and its underwriters to reduce the number of shares proposed to
be
registered pro rata in view of market conditions or legal considerations,
pursuant to Rule 415 of the Securities Act, which may limit the total number
of
shares included in a single registration to 30% of the then issued and
outstanding common stock of the Client.
(iv)
If the Contract Shares are “restricted securities” under the 1933 Act, then on
the expiration of any applicable “holding period” under Rule 144 (if any), the
Contract Shares shall be freely alienable and transferable by Consultant at
any
time without any restrictions, except as Rule 144 might impose
restrictions.
(v)
The Performance Shares shall, at all times, be registered with the SEC or exempt
from SEC registration and freely alienable and transferable by Consultant
without any restrictions, subject to the right, however, of the Client and
its
underwriters to reduce the number of shares proposed to be registered pro rata
in view of market conditions or legal considerations, pursuant to Rule 415
of
the Securities Act, which may limit the total number of shares included in
a
single registration to 30% of the then issued and outstanding common stock
of
the Client.
(vi)
The Client shall deliver to Consultant by no later than the Commencement Date
a
true and correct copy of the resolution(s) duly adopted by Client’s Board of
Directors authorizing this Agreement and the issuance of the Shares in
accordance with this Agreement.
(vii)
The Client shall deliver to Consultant by no later than the Commencement Date
a
true and correct copy of a letter that previously has been executed by Client’s
in-house or regular outside counsel and delivered to Client’s common stock
transfer agent(s) (the “Opinion Letter”). In the Opinion Letter,
Client, through its counsel, shall represent and warrant that the Contract
Shares (A) are validly-issued, duly-authorized, fully paid-for, and
non-assessable shares of Client’s common stock and (B) are registered with the
SEC or exempt from SEC registration. If the Contract Shares are
“restricted securities” under the 1933 Act, then the Opinion Letter also
shall: (A) represent and warrant that Client will comply at all times
with Rule 144; (B) represent and warrant that the sale or transfer of the
Contract Shares shall be exempt from the registration requirements of the 1933
Act; (C) represent and warrant that the Contract Shares shall, on the expiration
of the applicable “holding period” under Rule 144 (if any), be freely alienable
and transferable by Consultant at any time without any restrictions, except
as
Rule 144 might otherwise impose restrictions; and (D) on the expiration of
the
applicable “holding period” under Rule 144 (if any), promptly instruct the
transfer agent(s) to immediately re-issue new, unrestricted stock certificates
for the Contract Shares in accordance with Rule 144.
(viii)
No portion of the Contract Shares, once delivered by Client to Consultant,
shall
be refunded or refundable, cancelled or cancelable or returned or returnable
to
Client for any reason.
(ix)
If this Agreement is either terminated or cancelled prior to the expiration
of
the Term, then no portion of any of the Performance Shares received by
Consultant by the date of that termination or cancellation shall be refunded
or
refundable, cancelled or cancelable or returned or returnable to Client for
any
reason.
D.
Representations Regarding Consultant’s Remuneration.
(i)
Consultant represents and warrants that it shall, if requested by Client in
advance and in writing, execute an investment questionnaire and investment
agreement that is mutually-acceptable to Client and Consultant. The
questionnaire and agreement shall be prepared by Consultant in a form that
is
customary for the type of securities transactions contemplated by this
Agreement. However, the terms of the Questionnaire and the Agreement shall
not
contradict or contravene the Terms of this Agreement or affect in any way the
obligations created thereunder.
(ii)
Consultant represents and warrants that: (A) Consultant has been afforded the
opportunity to ask questions of, and receive answers from duly authorized
officers or other representatives of Client concerning an investment in the
Shares; (B) Consultant has experience in investments in restricted and publicly
traded securities; (C) Consultant has experience in investments in speculative
securities and other investments which involve the risk of loss of investment;
(D) Consultant understands that an investment in the Shares is speculative
and
involves the risk of loss; (E) Consultant is an “accredited investor,” as that
term is defined in Regulation D of the 1933 Act, and a “purchaser,” as that term
is used in Section 25102(f)(2) of the California Corporate Securities Law of
1968, as amended; and (F) Consultant is acquiring the Shares for the
Consultant’s own account for long-term investment and not with a view toward
resale or distribution thereof except in accordance with applicable securities
laws.
(iii)
Client represents and warrants that it understands and agrees that: (A) the
Contract Shares shall constitute a payment or retainer for the Preliminary
Evaluation and the Additional Benefits conferred on Client and is not a
prepayment for Consultant’s future services or for any future performance by
Consultant under this Agreement; (B) all of the Shares shall be non-refundable,
non-cancelable, non-returnable, non-apportionable and non-ratable, as provided
above; (C) Consultant’s performance under this Agreement shall in no way be
measured or valued by the price of Client’s common stock or the trading volume
of that stock; (D) Consultant and its agents, employees and
representatives are not brokers or dealers under applicable federal and state
securities laws, rules, ordinances and regulations, and need not be brokers
or
dealers for any purpose under this Agreement; (E) Consultant and its agents,
employees and representatives are not licensed by any federal and state agency
or authority, and need not be licensed for any purpose under this Agreement;
(F)
Client, and not Consultant, will perform all due diligence with respect to
any
transaction with a party introduced to Client by Consultant; (G) Consultant
and
its agents, employees and representatives will provide only public relations
and
communications services under this Agreement; and (H) Consultant shall not
be
involved in any way in any transaction with a party introduced to Client by
Consultant.
(iv)
Client represents and warrants that: (A) Client has the requisite authority
and
power to enter into this Agreement; (B) this Agreement has been duly approved
by
Client’s Board of Directors and Client’s in-house or regular outside counsel;
(C) the Contract Shares are free from the claims and interests of any third
party; (D) Client and its agents, employees and representatives shall not
directly or indirectly interfere with Consultant’s ability to obtain, sell or
transfer any of the Contract Shares; (E) Client and its agents, employees and
representatives shall not directly or indirectly interfere with Consultant’s
ownership of any of the Contract Shares; and (F) Client and its agents,
employees and representatives shall take all necessary actions to ensure that
Consultant can exercise its immediate, absolute and unfettered right to sell
any
of the Contract Shares or the Performance Share, as permitted by law
(collectively, the “Necessary Actions”).
(v)
For purposes of this Agreement, the Necessary Actions shall include, but not
be
limited to, the following: (A) Client shall promptly deliver the Opinion Letter
by express mail/overnight delivery to Client’s stock transfer agent(s) in
connection with the sale or transfer of any Contract Shares under Rule 144
and,
on the same day, deliver to Consultant a copy of the Opinion Letter; (B) Client
shall, at all times before Consultant has sold all of the Contract Shares,
timely file all reports required under Section 13 of the Securities Exchange
Act
of 1934 (the “1934 Act”) (such as quarterly Form 10-QSBs and annual Form
10-KSBs) so that Client shall not become, at any time, delinquent in satisfying
its periodic filing obligations under Section 13 of the 1934 Act and subsection
(c)(1) of Rule 144; (C) in the event of a merger, stock sale, acquisition of
Client, or any other change of Client’s corporate form, Client shall ensure that
its successor-in-interest or assign shall assume Client’s obligations under this
Agreement and fully perform them; and (D) register all of the Contract Shares
with the SEC and any other applicable governmental agency or authority during
Client’s next immediate registration of any type or class of stock.
3.
Reimbursement
of
Expenses. Client shall reimburse Consultant for all of the
ordinary, reasonable and necessary travel and business expenses that Consultant
incurs while performing the Services under this Agreement, including local
and
long distance telephone, duplication and facsimile, regular and express mail
and
hourly staff service and support charges. Consultant shall obtain the
advance written consent of Client to any expense of more than
$10,000. Consultant agrees to submit invoices to Client by the end of
the day on Monday of each week following the week during which Consultant
incurred any such expenses. Consultant will itemize all such expenses
and provide copies or originals of receipts to Client if so
requested. Client will pay all expense reimbursements to Consultant
within thirty (30) calendar days of Client’s receipt of an acceptable invoice
itemizing those expenses.
4.
Duties
of Consultant.
Consultant shall perform the Services in a timely and professional manner
and in compliance with all applicable federal and state securities laws, rules,
ordinances and regulations. Consultant shall perform the Services at
the places or locations that are most suitable to completing the
Services. Consultant shall also be responsible for paying all fees
and expense reimbursements to Consultant’s agents, employees and representatives
and for paying all state and federal taxes required by law. Client
will not (a) withhold any state or federal income taxes or contributions from
its payments to Consultant; (b) make any state or federal benefit or insurance
contributions on Consultant’s behalf; or (c) obtain workers’ compensation
insurance to cover Consultant and Consultant’s agents, employees and
representatives.
5.
Duties
of Client. Client
agrees to cooperate with Consultant to facilitate Consultant’s performance of
its duties under this Agreement. Without limiting the generality of
the foregoing, Client agrees that (a) Client shall review and respond promptly
in writing to Consultant’s requests for information relating to Client and its
operations; (b) Client shall promptly disclose to Consultant in writing any
and all material facts regarding Client and its operations that are in Client’s
possession, custody or control; (d) Client shall only provide information to
Consultant concerning Client and its operations that, to the best of Client’s
knowledge, is accurate and complete; (e) Client shall comply at all times with
all applicable federal and state securities laws, rules, ordinances and
regulations; and (f) fully and promptly perform under this
Agreement. Client further agrees to designate a representative who
shall have full authority to deal with Consultant in all matters pertaining
to
this Agreement. The person executing this Agreement on Client’s
behalf is hereby designated as the Client’s representative until such time as
Client notifies Consultant in writing of the appointment of a new
representative.
6.
Indemnification.
Client
shall
indemnify and defend Consultant and its agents, employees, representatives,
salespersons, independent contractors, consultants, attorneys, shareholders,
officers, directors, Clients, members, managers, insurers, partners,
corporate parents or controlling entities, joint venturers, subsidiaries,
affiliates, and predecessors and successors (collectively with Consultant,
the
“Consultant Parties”), and hold the Consultant Parties harmless, from and
against any and all causes of action, claims, demands, settlements, damages,
fees (including attorneys’, consultants’ and experts’ fees), costs, expenses,
obligations, losses or liabilities (collectively, “Claims”) relating in any way
to or arising out of (a) the failure or alleged failure of Client and/or
its agents, employees and representatives to provide any person or entity with
accurate information or records regarding any aspect of Client and its
operations; (b) the failure or alleged failure of Client and/or its agents,
employees and representatives to comply with any law, regulation, ordinance,
authorization, consent, approval, code, permit or license; (c) any breach of,
or
failure to perform, any provision of this Agreement by Client; or (d) any
other wrongful act or omission of Client. Consultant shall have the
right in its sole and absolute discretion to select and retain its own counsel
to defend each of the Consultant Parties at Clients’ sole and exclusive expense
pursuant to the terms of this Paragraph. Notwithstanding the
foregoing, Client shall not be obligated to indemnify and defend the Consultant
Parties, or to hold the Consultant Parties harmless, from and against any Claims
if the Claims result from Consultant’s gross negligence or intentional
misconduct.
7.
Professional
Advice. Client agrees to consult with, and rely exclusively on
the advice of, Client’s own legal, tax and other professionals, and shall not
rely on Consultant, with respect to (a) the sale, merger, exchange, acquisition
or other transfer of all or a portion of Client or any interest therein (a
“Transaction”); (b) the negotiation of any Transaction; (c) the documentation of
any agreement relating to any Transaction; (d) the nature, legal status,
viability, suitability or creditworthiness of any party with whom Client enters
into a Transaction; (e) the nature, legal status, viability, suitability or
creditworthiness of Client and any aspect of its operations; (f) the accuracy
or
inaccuracy of any information and records provided by Client and/or its agents,
employees and representatives to Consultant; and (g) the compliance or
non-compliance of Client and/or its agents, employees and representatives with
any law, regulation, ordinance, authorization, consent, approval, code, permit
or license. Client agrees that Consultant shall have no obligation to
investigate any of the matters set forth in this Paragraph.
8.
Confidentiality
and
Non-Disparagement. The provisions of this Agreement shall be held in
strictest confidence by the parties and shall not be publicized or disclosed
in
any manner, except as follows: (a) the parties may disclose this Agreement
and
its terms in confidence to their respective attorneys, accountants, auditors,
tax preparers, and financial advisors; (b) the parties may disclose this
Agreement and its terms insofar as such disclosure may be necessary to enforce
its terms; and (c) the parties may disclose this Agreement as otherwise required
by law, including, but not limited to, any mandatory disclosures required under
any federal or state securities laws. The parties agree that neither
shall at any time disparage the other in any manner likely to be harmful to
the
other party, its business reputation or practices, its financial viability,
or
the personal or business reputations of its principals, officers, directors,
shareholders, employees, or agents, provided that each party shall respond
accurately and fully to any question, inquiry, or request for information when
required by legal process.
9.
Notices.
All
notices and other communications, and all deliveries of documents and other
materials, under this Agreement shall be sent by certified or registered
first-class U.S. mail/return receipt requested, Federal Express or other
commercial overnight delivery service or courier service or
messenger. The date of the actual receipt of such written notices and
other communications shall be deemed to be the date of actual
delivery. The parties shall notify the other parties within three (3)
calendar days of any change to the information provided below for the delivery
of notices, requests and other communications. Unless otherwise so
instructed, all written notices and other communications shall be addressed
as
follows:
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To
Client: Better Biodiesel, Inc.
C/O
The ▇▇▇▇ Law Group, PLLC
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:▇▇▇-▇▇▇-▇▇▇▇
Primary
E-Mail: ___________________
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To
Consultant: Capital Group Communications, Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇
▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
Primary
E-Mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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10.
Authority. Each
of
the persons executing this Agreement hereby represents and warrants that he
or
she has full and complete authority to sign and enter into this Agreement on
behalf of the party for which he or she is signing without any further action
by
that party.
11.
Integration.
This
Agreement
(a) contains the entire agreement between the parties with respect to the
matters referred to in this Agreement, the nature and scope of the Services,
and
all of the parties’ professional and business relationships; (b) supersedes all
prior drafts, negotiations and oral or written communications with respect
to it
and (c) shall not be modified, changed, supplemented or terminated, except
by
written instrument signed by each of the parties.
12.
Successors
and Assigns. This
Agreement shall be binding upon, and inure jointly and severally to the benefit
of, the parties and their respective assigns, successors-in-interest, merger
partners, affiliates, heirs, spouses, successors, assignees,
debtors-in-possession in bankruptcy, trustees in bankruptcy, bankruptcy estates,
receivers, and legal representatives. Notwithstanding the foregoing,
the assignment by any party of this Agreement, whether voluntary by operation
of
law, shall be of no force and effect without the prior written consent of the
other party.
13.
No
Waiver. No waiver of any
right or benefit under this Agreement shall be effective, unless the waiver
is
in a writing signed by the party for whose benefit the right or benefit was
granted or conferred.
14.
Arbitration
of Future
Disputes. All controversies, claims and disputes between
Consultant and Client arising out of or relating to this Agreement or its
interpretation or enforcement shall be determined by binding, confidential
arbitration under the auspices, and in accordance with the then-existing
commercial arbitration rules and procedures, of JAMS, Inc.
(“JAMS”). The arbitration proceeding shall be conducted at JAMS’
office in San Francisco, California. The adjudicator shall adjudicate
all issues concerning arbitrability of the dispute, subject matter and personal
jurisdiction, the interpretation or enforcement of this provision and any other
issues regarding the dispute, regardless of whether they involve factual, legal,
substantive or procedural matters. Judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction and the award
may
be enforced by that court.
BY
INITIALING IN THE SPACE BELOW, EACH OF THE PARTIES AGREE TO (1) SUBMIT ANY
DISPUTE ARISING OUT OF THE MATTERS IDENTIFIED IN THE FOREGOING PROVISION TO
BINDING, CONFIDENTIAL ARBITRATION AND (2) WAIVE ALL RIGHTS TO LITIGATE ANY
SUCH
DISPUTE BEFORE A COURT OR A JURY OR TO APPEAL. THE PARTIES WARRANT
THAT THEY HAVE AGREED TO THIS ARBITRATION PROVISION VOLUNTARILY AND BASED ON
INDEPENDENT LEGAL ADVICE.
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Initials:
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____________
Consultant
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____________
Client
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15.
Attorneys’
Fees
and
Costs. In the event any lawsuit, arbitration or other
proceeding arises in connection in any way with this Agreement or its
interpretation or enforcement (collectively, “Litigation”), the prevailing party
shall be entitled to recover from the other party the reasonable attorneys’ fees
and costs (including all JAMS filing, arbitrator’s and other fees and all
consultant’s or expert’s fees and costs) that the prevailing party incurs in
connection with that lawsuit, arbitration or other
proceeding. Notwithstanding the foregoing, Client agrees to promptly
reimburse Consultant for all attorneys’, consultants’ and experts’ fees and
costs that Consultant incurs prior to the commencement of Litigation to obtain,
sell or transfer any or all of the Shares in accordance with the terms of this
Agreement.
16.
Agreement
Entered Into With
Independent Judgment. Each party represents and warrants that
it has reviewed this Agreement in its entirety and has relied on its own
judgment, belief, knowledge, investigation, independent legal advice and
research and that, in entering into this Agreement, it has not relied on or
been
influenced by any representations or statements by any of the parties or by
any
person or persons representing or acting for any of the parties. Each
of the parties acknowledges that it has had the opportunity to seek advice
of
independent legal counsel in connection with this Agreement and that it
understands the meaning of every term of this Agreement and the consequences
of
signing this Agreement.
17.
Effectuation
of
Agreement. The parties acknowledge that time is of the essence
with respect to the parties’ performance of their respective obligations under
this Agreement. Each party therefore agrees to execute any and all
other documents and complete any additional acts that may be necessary and/or
appropriate to give full force and effect to the terms and intent of this
Agreement. Each party also agrees to promptly cooperate regarding,
and respond to, all inquiries regarding its performance under this Agreement
that are made to it by the other party. The term “promptly” as used
in this Paragraph shall mean no greater than two (2) business days.
18.
Governing
Law; Severability;
Construction; Counterparts. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
California. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under all
applicable laws. If, however, any provision of this Agreement shall
be held to be prohibited by or invalid under any applicable law, such provision
shall be effective only to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Agreement. This
Agreement shall be construed as if all parties jointly prepared this Agreement
without any uncertainty or ambiguity being interpreted against any one
party. This Agreement may be executed in counterparts, each of which
shall be deemed an original, and all of which together shall constitute one
and
the same Agreement.
IN
WITNESS WHEREOF, the
parties have executed this Agreement on the dates identified below.
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CONSULTANT:
CAPITAL
GROUP COMMUNICATIONS, INC.
By:
___________________________________
Name:
▇▇▇▇▇ ▇▇▇▇▇
Its:
Chief Executive Officer
Date: ___________________________________
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CLIENT:
By:
___________________________________
Name: ___________________________________
Its:
___________________________________
Date: ___________________________________
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