CONSULTING AGREEMENT, dated as of November 1, 2005, between
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CONSULTING AGREEMENT, dated as of November 1, 2005, between |
Greenwich Solutions Inc., having an office at 0 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the “Company”) and BEDMINSTER NATIONAL CORP. , a
Delaware corporation with executive offices located at 00 Xxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx, 00000 (the “Consultant”).
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WITNESSETH: |
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WHEREAS, the Company, through its affiliates and principals, has |
extensive experience in its areas of expertise, including, without limitation,
financial consulting, capital sourcing, strategic consulting, investment banking
and other business matters; and
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WHEREAS, the Consultant has expertise in the assisting in the |
development and expansion of companies such as the Company; and
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WHEREAS, the Company desires to retain the services of the Consultant |
to render strategic advice with respect to the development of the Company; and
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WHEREAS, the Consultant wishes to render such services to the Company |
upon the terms, conditions and covenants set forth in this Agreement.
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NOW, THEREFORE, in consideration of the mutual promises and covenants |
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. Terms of Service.
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Section 1.01 Duties. The Consultant will advise the Company’s |
management, employees, and agents with respect to the Company’s field of
interest and business, and strategic and commercial matters related to the
Consultant’s expertise. The Consultant will use best efforts to assist the
Company in overall financial and business strategy and capital investment(s).
Consultant will assist the Company in structuring a business plan and the
development of acquisition and financing plans, including, without limitation,
structuring and negotiation of acquisitions and dispositions of assets. Upon
reasonable notice to the Consultant, the Company will have access to the
Consultant at reasonable times in order to discuss matters related to the
Company’s business. The services to be provided by the Consultant pursuant to
the terms hereof, whether such services are performed verbally or in writing,
shall be reasonable in terms of hours per month. If no such services are
requested, the consulting fees provided for herein shall still be paid.
Section 1.02 Term; Termination. The term (the “Term”) of this Agreement
shall be six (6) months, commencing on the date hereof; which may be terminated by either party upon 10 days notice. In the event of any
earlier termination of this Agreement, the parties hereto agree that the
Consultant shall be entitled to the amounts due hereunder
until the date of such termination .
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Section 1.03 Consulting Fee. In consideration of the services to be |
performed hereunder, the Consultant shall receive the fee of $3,000 per month
in accordance with the terms hereof. Such amount shall be paid in cash, net of
taxes, excises and other governmental and other charges, payable monthly on the
first of each month in advance.
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Section 1.04 Expenses. If the Company requests the Consultant to |
provide any specific services hereunder that cause the Consultant to incur
expenses, the Company shall reimburse the Consultant for all reasonable expenses
upon presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $500.00 without the prior written consent of
the Company.
II. Confidentiality.
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Section 2.01 Acknowledgments. The Consultant acknowledges that, during |
the course of performing services hereunder, the Company may be disclosing
information to the Consultant related to the Company’s business, projects, and
plans, as well as other Information (collectively, the “Confidential
Information”). The Consultant acknowledges that the Company’s business is
extremely competitive, dependent in part upon the maintenance of secrecy, and
that any disclosure of the Confidential Information would result in serious harm
to the Company.
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Section 2.02 Use of Confidential Information. The Consultant agrees |
that the Confidential Information will be used by the Consultant only in
connection with consulting activities hereunder and will not be used in any way
that is detrimental to the Company.
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Section 2.03 Non-Disclosure. The Consultant agrees not to disclose, |
directly or indirectly, the Confidential Information to any third person or
entity, other than representatives or agents of the Company or legal advisors,
expert consultants, and other advisors utilized by the Consultant in connection
with consulting activities hereunder; provided, however, that each such advisor
agrees to keep such information confidential and to use it only in connection
with such consulting activities. The Consultant will treat all such Confidential
Information as confidential and proprietary property of the Company.
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Section 2.04 Confidential Information. The term “Confidential |
Information” does not include information that (a) is or becomes generally
available to the public other than by disclosure in violation of this Agreement,
(b) becomes available to the Consultant on a nonconfidential basis (it being
understood that information that the Consultant obtained as a result of any
officer, director, or employer thereof being previously employed by, or
otherwise serving , the Company, shall be deemed to be Confidential Information,
unless otherwise exempt under this Section 2,04, or (c) was independently
developed by the Consultant after the date hereof without reference to the
information provided by the Company.
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Section 2.05 Permitted Disclosure. The Consultant may disclose any |
Confidential Information that is required to be disclosed by law, government
regulation, or court or administrative order or process. If disclosure is
required, the Consultant will give the Company advance notice so that the
Company may seek a protective order or take other action reasonable under the
circumstances.
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Section 2.06 Return of Confidential Information. Upon termination of |
this Agreement, the Consultant will promptly return to the Company all materials
containing Confidential Information, including, but not limited to, data,
records, reports, and other property furnished by the Company to the Consultant
or produced by the Consultant in connection with services rendered hereunder.
III. Miscellaneous.
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Section 3.01 No Violation of Other Agreements. Each of the parties |
hereto represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.
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Section 3.02 |
Independent Contractor; Limitation of Liability. |
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(a)The Consultant is an independent contractor to the Company, |
and nothing herein shall be deemed to constitute the Consultant or its agents as
an employee or agent of the Company.
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(b) The Company acknowledges that it remains solely |
responsible for the conduct and operation of its business and that the
Consultant makes no representation or warranty and assumes no liability with
respect to the outcome or result of any particular course of action or operation
of the Company’s business.
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Section 3.03 Notices. Any notice provided under this Agreement shall be |
in writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 3.03).
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Section 3.04 Assignment. None of the parties may assign its interest in |
this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.
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Section 3.05 Severability. The invalidity or unenforceability of any |
particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.
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Section 3.06 Counterparts; Governing Law. This Agreement may be |
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New Jersey, without giving effect to conflict of
laws.
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Section 3.07 Headings. The article and section headings in this |
Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as |
of the date first above written.
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GREENWICH SOLUTIONS INC. |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Name: Xxxxxx X. Xxxxx , Chief Executive Officer | ||
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By: |
/s/ Xxxx Xxxxxxxx |
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Xxxx Xxxxxxxx, Chairman | ||
