CONSULTING AGREEMENT
THIS DOCUMENT acts forth the
agreement between ( Paradise Capital Group, LLC) heron referred to (PCG)
maintaining its principal office at 0000 XX 0xx Xxxxxx, Xxxx
Xxxxx, XX 00000 (“PCG” or the “Consultant") and Buyer Group International
Inc., hereon referred to as ("BYRG” or the "Company") maintaining its
principal office at 000 Xxxxx xxxx Xxx,
XxXxxxxx, XX 00000 concerning consulting services rendered to the
Company.
WHEREAS, (PCG) is engaged in the
business of providing services for management consulting, business advisory and
public relations and has knowledge, expertise and personnel to render the
requisite services to the Company: and
WHEREAS, the Company is
desirous of retaining (PCG) for the purpose of
obtaining these services so as to better, more fully and more effectively deal
with the financial services community on a
non-.exclusive basis.
NOW TH EREFORE, in
consideration of the premises and of the mutual covenants and agreements
contained herein, it is agreed as follows!
NATURE OF SERVICES TO BE RENDERED
During
the term of this Agreement (PCG) shall use its but efforts
to provide the Company financial communication services, and v ill serve, when
requested. as the Company liaison and spokesperson. The consulting series to he
provided by (PCG) shall
include the development. implementation, and maintenance of a sound financial
advisory strategy which include:
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A.
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Soliciting
and arranging meetings with the investment community (both sell-side and
buy-side) to promote the Company. It is understood that (PCG) dam not perform
investment advisory service and/or advise any person or entity to buy or
sell the Company's stock, and that (PCG) merely acts as a
liaison between the Company and its shareholders, potential investors
retail stockbrokers and institutional investors as art intermediary on
behalf of the Company.
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B.
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Managing
and communicating the Company's corporate profile within the investment
community, with the goal of raising and improving such profile. Conduct
meetings, in person or by telephone, with brokers, dealers, analysts and
other investment professionals and to advise them ell-the Company's plans,
goals, and activities. As well as feature company in media outlets such as
Company executive interviews via radio. interact or print ; as well as
featuring companies to a group of financial opportunist groups giving them
the chance to tell them about the corporate developments in a dinner
atmosphere.
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C.
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Develop
an in-depth familiarization with the Company's business objectives and
bring to the Company thereof, when known to bring to the Company's
attention potential or actual opportunities, which meet those objectives
or logical extensions thereof: when
known.
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D.
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Comment
on the Company's corporate development including such factors as position
in competitive environment, financial performances vs, competition,
strategies, and operational
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E.
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Identify
prospective suitable merger or acquisition candidates for the Company, as
become known.
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F.
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Introduce
company to PCG's global network of investors using cutting edge marketing
strategies.
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G.
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Assist
the Company with help to create a website. Provide the Company with
insight to the investor mindframe
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H.
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Introduce
the company to institutional investors, funds as well as companies across
the globe looking to build a In term position in the
Company
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TERM
AND TERMINATION
This
Agreement shall be for a period of one year (365 days) commencing May 1st, 2008
and terminating May 1, 2009, and thereafter may he renewed upon the mutual
written consent or the parties.
COMPENSATION
FOR SERVICES
The
following represents the compensation to be received by (PCG) in connection with
rendering the services hereunder;
The
Company agrees to issue simultaneously with the execution of this Agreement to
Consultant ( PCG) for
its services hereunder live million (5,000,000) free-trading shares of the
common stock ( OYC:BB BYRG) for an investor relations contract for one year
(365) days
TREATMENT
OF CONFIDENTIAL INFORMATION
(PCG) shall NOT disclose to any
third party any material non-public information or data received from the
Company without the written consent and approval of the Company other than: to
its agents or representatives that have a need to know in connection with the
services hereunder.
REPRESENTATION
The
Company acknowledges that (PCG) is in the business of providing consulting
services to other businesses and entities. (PCG) reserves the right to perform
similar services for others, as well as engage in other business
activities,
INDEMNIFICATION
OF CONSULTANT BY COMPANY
The
Company acknowledges that (PCG), in performance of its duties, will be required
to rely upon the accuracy' and completeness of information supplied to it by the
Company's officers, directors, agents, auditor employees. The Company agrees to
indemnify, hold harmless and defend (PCG). its officers. agents and/or employees
from any proceedings. inquiries, or legal action whether administrative,
governmental, or private which arises out of or is due to the inaccuracy or
incompleteness of any promotional material or other information including but
not limited to financial information supplied by the Company to (PCG).
(PCG) agrees that all services
shall be pa-formed in accordance with all applicable laws, rules, and
regulations.
The
Company acknowledges that (PCG) is acting as an
independent contractor and not as an employee of the Company. As such, neither
party has the authority to bind the other, nor make any unauthorized
representation on behalf of the other.
The
Company acknowledges that (PCG) shall not be held
accountable for the actions of other parties the Company engages to provide
consulting services to the Company throughout the duration of this
agreement.
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The
Company shall carry no workers compensation or any health or accident insurance
on (PCG) or consultant's
employees. Company shall not pay any contributions to social security
unemployment insurance, Federal or State withholding taxes, nor provide any
contributions or benefits which might be customary in an employer-employee
relationship.
NON-ASSIGNMENT
No
portion of this Agreement or any or its provisions may he assigned, nor
obligations delegated to any other person or party without the prior written
consent of the Parties except by operations of law or as otherwise set forth
herein.
PCG shall
not take a Short position, and will deposit the stock according to schedule of
campaigns somewhat protecting the Company from any detrimental
parties.
NOTICES
Any
notices given by either party to the other hereunder shall he sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to such party at the address specified on the first page of this
Agreement or such other address as either party may have given to the other in
writing.
ARBITRATION
Any claim
or controversy arising out of or relating to this Agreement shall be settled by
arbitration in the State of Florida, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and the judgment on
the award rendered by the arbitrators may be entered in any court having
jurisdiction.
ENTIRE
AGREEMENT
This
Agreement contains the entire agreement and understanding between the parties
and supersedes all prior negotiations. agreements and discussions concerning the
subject matter hereof, Shall supersede the previous agreement for 180
days
MODIFICATION
AND WAIVER
This
Agreement may not he altered or modified except by writing signed by each of the
respective parties hereof. No breach or violation of this Agreement shall be
waived except in writing executed by the party granting such
waiver.
TO
GOVERN
This
Agreement shall be construed according to the laws of the State of
Florida,
NO
PARTNERSHIP OR ACENCY
The
Parties have not created a partnership and nothing contained in this Agreement
shall in any manner whatsoever constitute any Party the partner, agent or legal
representative of the other Party, nor create any fiduciary relationship between
them for any purpose whatsoever. No Party shall halve any authority to act for,
or to assume any obligations or responsibility on behalf of the other Party
except as may be, from time to time, agreed upon in writing, between the Parties
or as otherwise expressly provided.
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IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this agreement, effective as of
the date set fourth above.
/s/ Xxxxx
XxXxxxxxxx
Xxxxx
XxXxxxxxxx, President
/s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx, Chief Operating Officer
Buyer
Group International Inc.
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