Exhibit 10.19
FINDER'S FEE AGREEMENT
THIS FINDER'S FEE AGREEMENT, made as of May 11, 2004 is between SULPHCO, INC.
("Company"), with the address at 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxx, XX 00000, and
Vantage Investments Group, Inc. ("Consultant") with address at 000 Xxxxxxxxx
Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, XX 00000.
BACKGROUND
Company and Consultant desire to enter into a business relationship whereby
Consultant will provide, on a best efforts basis, Consulting Services to
Company, including but not limited to: 1) Locating and securing funding, loans,
financing for Company 2) Locating and referring prospective investors.
This relationship is "non-exclusive" and shall not be construed as an "employee"
agreement, rather it is clearly understood by the parties that this is an
"Independent Contractor" and "Advisory" relationship in compliance with
Department of Labor and IRS requirements for such status. Consultant will be
paid a Finder's Fee for securing any funding for the Company.
NOW, THEREFORE, in consideration of the premises, and mutual covenants and
promises contained herein, intending to be legally bound hereby, Company and
Consultant agree as follows:
1. TERM. The term of this Agreement shall be three-month period
commencing on the date of this Agreement.
2. CONSULTANTS FEE COMPENSATION. Company will pay Consultant a
Finders Fee, consisting of both cash and stock. In cash, the
fee will be equal to 8.0% of the funds provided or paid to
Company by a Consultant referred investor(s) or venture
capital group(s) whether by way of equity or debt financing.
In stock, the fee will be 2% of the number of shares purchased
by referred investor(s). In the event the Company has no
registered shares available for the transaction, said shares
as required hereunder shall be registered, at no cost to
Consultant, at the same time as the investor(s).
3. INVESTOR IDENTIFICATION FOR FINDER'S CREDIT. Consultant will
identify to Company all prospective investor(s) by name,
location and other pertinent information. Since Company may
engage multiple Consultants, each seeking to secure funding
for the Company, the first consultant to register an investor
with the Company will be granted claim to the Finders Fee for
that investor so registered.
4. TIMING OF PAYMENT. With respect to any fees collected by
Company, the Consultant's Fee shall be payable within 3 days
after Company receives any amount of funds attributable to
such payment. The Company reserves the absolute right, at all
times, to accept or reject any funding opportunity and client
opportunity brought forward by Consultant.
5. TERMINATION. At any time during the Term, either party hereto
may terminate this Agreement upon 30 days written notice to
the other party. Company shall be obligated to pay the
Consultant's Finders Fee with respect to all referred
investor(s) from Consultant and introduced by Consultant
during the term of this Agreement and for 24 months
thereafter..
6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York.
7. COMPLETE AGREEMENT. This Agreement incorporates the entire
understanding of the parties with respect to matter of
Consultants Fees, and supersedes all prior written or oral
agreements between the parties on that subject, and shall be
binding upon each of the parties and their respective
successors in interest and assigns. This Agreement may be
modified only in writing executed by the parties hereto.
Neither party is obligated to the other and this Agreement is
only for purposes of ensuring the rights of both parties in
the event Consultant is successful in securing acceptable
funding or new clients for the Company.
9. DISPUTE RESOLUTION. All disputes between the parties relating
to this agreement shall be submitted to binding arbitration.
Either party may commence the arbitration by delivery of a
written notice to the other, describing the issue in dispute
and its position with regard to the issue. If the parties are
unable to agree on an arbiter with thirty (30) days following
delivery of such notice, the matter shall be submitted to the
New York Arbitration and Mediation Service upon seven (7) days
notice. Except as otherwise provided in this Agreement, the
arbitration shall be conducted in accordance with the rules of
the American Arbitration Association then in effect. The award
of the arbiter shall be final and binding, and judgment upon
an award may be entered in any court of competent
jurisdiction. In any such arbitration, the non-prevailing
party shall pay the costs and attorneys' fees of the
prevailing party, in addition to the costs of arbitration.
10. EXPENSES. The Company agrees to reimburse the Consultant any
and all reasonable expenses incurred in the performance of its
duties hereunder provided that such expenses are pre-approved
by the Company.
11. RELIANCE AND INDEMNIFICATION. In performing its services
hereunder, Consultant shall be entitled to rely, without
investigation, upon all information that is available from
public sources as well as all other information supplied to it
by or on behalf of the Company or its advisors, and except as
otherwise specifically agreed to, in writing, signed by both
parties, shall not in any respect be responsible for the
accuracy or completeness of, or have any obligation to verify,
the same or to conduct any appraisal of assets or liabilities
and shall be indemnified therefore.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as the day
and year first above written.
ACCEPTED BY
VANTAGE INVESTMENTS GROUP, INC. SULPHCO, INC.
/S/ XXXXXX X. XXXXXXX /S/ XXXXXX X. XXXXXXXXX 5/11/04
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Signature Date Signature Date
Xxxxxx X. Xxxxxxx, Managing Director Xxxx Xxxxxxxxx, Chairman and CEO
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