Consulting Agreement
This
consulting agreement dated this 9th day of September, 2007 by and between Global
Consulting Group, Inc., a corporation organized under the laws of the State
of
Maryland having its principle office at 000 Xxxxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 (hereinafter referred to as The Company), and
Alliance Recovery Corp. (hereinafter referred to as The
Client).
Recitals
1.
The Client desires to obtain consulting services from The
Company as more particularly described herein ("Scope of Services and
Manner of Performance").
II.
The Company is in the business of providing such consulting services
and has agreed to provide the services on the terms and conditions set forth
in
this agreement
Now,
therefore, in consideration of the faithful performance of the obligations
set
forth herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged. The Company and
TheClient hereby agree as follows.
Terms
1. Scope
of Services. The Company will perform financial consulting for and
on behalf of The Client
in relation to interactions with broker-dealers and will consult with and advise
The Client on matters pertaining to corporate exposure/investor
awareness, telephone marketing/advertising campaigns, business modeling and
development and the release of press materials.
2. Manner
of performance. It is intended that The Company will provide
research on Alliance Recovery Corp. (hereinafter referred to as ARVY) and
distribute company material to institutions, portfolio managers, broker-dealers,
financial advisors and other persons whom The Company determines in its
sole discretion, are capable of disseminating such information to the general
public. Specifically, the Company shall assign 3 consultants to call
stockbrokers to create awareness of ARVY and distribute information to said
stockbrokers. It is estimated that 3,000 stockbrokers will be called and
informed over the course of each month. The Company agrees to work the
longer of one
month or until 3,000 positive broker telephone presentations have been
made. The Company will also advise The Client
concerning marketing and promotional matters relating to its business. The
Company will act upon The Client's behalf in the professional
investment community. It is expressly agreed and acknowledged that The
Company will not be expected to provide investment advice or
recommendations regarding ARVY to anyone. The Company will focus on
contacting persons, generally through conventional communications in order
to
familiarize them with information concerning ARVY. Additionally, The
Company shall be available for advice and counsel to the officers and
directors of ARVY at such reasonable and convenient times and places as may
be
mutually agreed upon. Except as aforesaid, the time place and manner of
performance of the services hereunder, including the amount of time allocated
by
The Company,
shall be determined at the sole discretion of The Company.
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3. Status
of Consultant.The Company shall act as an independent Consultant
and not as an agent or employee of The Client and The Company
shall make no representation as an agent or employee of The Client.
The Company shall furnish insurance and be responsible for all taxes
as
an independent Consultant. The Company shall have no authority to bind
The Client or incur other obligations on behalf of The Client.
Likewise, The Client shall have no authority to bind or incur
obligations on behalf of The Company,
4. Disclosure
of Material Events. The Client agrees to promptly disclose to
The Company those events/ discoveries which are known and/or
anticipated that may or conceivably may have an impact on the stock price,
business operations, future business, or public perception of ARVY. These
disclosures may have a material impact and the ability and effectiveness of
The Company and service rendered. It shall be understood that excluded
from this disclosure shall be information deemed to be non-public or "inside"
information.
5. Confidentiality
Agreement. In the event The Client discloses information
to The Company that The Client considers to be secret, proprietary or
non-public and so notifies The Company, The Company agrees to
hold said information in confidence. Proprietary information shall be used
by
The Company only in connection with services rendered under this
Agreement. Proprietary information shall not be deemed to include information
that is in or becomes in the public domain without violation of this Agreement
by The Client, or is rightfully received from a third entity having no
obligation to The Client and without violation of this Agreement. In
reciprocal, The Client agrees to bold confidential all trade secrets of
and methods employed by The Company in fulfillment of services
rendered.
6. Indemnification. The
Client agrees to indemnify and hold harmless The Company
against
any losses, claims, damages, liabilities and/or expenses (including any legal
or
other expenses reasonably incurred in investigating or defending any action
or
claim in respect thereof) to which The Company may become subject to,
because of the actions of The Client or its agents. Likewise, The
Company agrees to indemnify and bold harmless The Client against
any losses, claims, damages, liabilities and/or expenses (including any legal
or
other expenses reasonably incurred in investigating or defending any action
or
claim in respect thereof) to which The Client may become subject to,
because of the actions of The Company or its agents. The Company is
willing and capable of providing services on a "Best Efforts" basis. Payment
by
The Client to The Company is irrevocable and
irreversible.
7. Conflict
of Interest. The Company shall be free to perform services for
other persons. The Company will notify The Client of its
performance of consulting services for any other Client that could conflict
with
its obligations under this agreement.
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8.
Term. Refer to Schedule A.
9.
Payment. Refer to Schedule B.
10.
Payment Instructions. Refer to Schedule C.
11.
Client Certification. N/A.
12. Severability.
This agreement may be dissolved at any time at the express consent of both
parties. In the event any part of this agreement shall be held to be invalid
by
any competent court or arbitration panel, this agreement shall be interpreted
as
if only that part is invalid and that the parties to this agreement will
continue to execute the rest of this agreement to the best of their abilities
unless both parties mutually consent to the cancellation of this
agreement.
This
agreement shall be interpreted in accordance with the laws of the State of
Maryland. This agreement and attached schedules constitutes the entire contract
of the parties with respect to the matters addressed herein and no modifications
of this agreement shall be enforceable unless said modification is in writing
and signed by both The Company and The Client. This agreement
is not assignable by either party without the consent of the other.
In
witness hereof The Company and The Client have caused this
agreement to be executed on the date indicated in Schedule A.
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Schedule
A
Term
of Commitment
The
term
of commitment between The Company and The Client shall be for
a period of 1 month or until 3,000 positive presentations have been achieved.
Commitment shall begin upon execution, by both parties, of this agreement.
Provided that compensation has been received, services to be provided shall
begin on or about the day shares are received and will continue for the
following 20 business days or until 3,000 positive presentations haw been
accomplished, whichever occurs last.
Schedule
B
Payment
The
value
of $25,000 in ARVY shares to be calculated based on the prevailing bid price
on
the day shares are to be issued (Shares shall be properly registered in an
effective SEC-reviewed registration, i.e. SB-2)
Schedule
C
Payment
Instructions
Payment
shall be delivered via stock certificate based on the following
instructions:
Global
Consulting Group, Inc.
000
Xxxxxxx Xxxxxxxx Xx., Xxxxx 000
Xxxxxxxxx,
XX 00000
Authorized
person /s/ Xxxxx
Xxxxxxx Title: President Date: 9/04/07
I
hereby
certify that I agree to the terms of the Consulting agreement above
and I am authorized to enter into this consulting agreement.
Global
Consulting Group, Inc.
Authorized
person /s/ Xxxx
Xxxxxx Title: President Date: 9/06/07
I
hereby
certify that I agree to the terms of the Consulting agreement above
and I am authorized to enter into this consulting agreement.
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