CONSULTING SERVICES AGREEMENT
This Debt
Consulting Services Agreement (hereinafter the "Agreement") is entered this 5th.
day of January, 2009 by and between XXXXX X. XXXXXXX (hereinafter "Consultant")
and ECOLOGY COATINGS, INC. (hereinafter "Client"), a Nevada corporation, with
reference to the following:
RE CIT A L
S:
WHEREAS, Client desires to be
assured of the association and services of Consultant in order to avail itself
of Consultant's experience, skills, abilities, knowledge, and background to
facilitate long range strategic planning, and to advise Client in business
and/or financial matters and is therefore willing to engage Consultant upon the
terms and conditions set forth herein.
WHEREAS, Consultant desires
to be assured, and Client desires to assure Consultant, that, if Consultant
associates with Client and allocates his resources necessary to provide Client
with his services as Client requires and expects, the Consultant will be paid
the consideration described herein and said consideration will be nonrefundable,
regardless of the circumstances.
WHEREAS, the Consultant
agrees to be engaged and retained by the Client and Client agrees to engage and
retain Consultant upon the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Engagement. Client hereby
engages Consultant on a non-exclusive basis,
and
Consultant hereby accepts the engagement to become debt Consultant to Client and
to render such advice, consultation, information, and services to the Directors
and/or Officers of Client regarding debt management and financial
counseling.
2. Term. The term ("Term") of
this Agreement shall commence on the date
hereof
and continue for one (1) year. The Agreement may be extended upon agreement by
both parties, unless or until the Agreement is terminated. Either party may
cancel this Agreement upon five days written notice in the event either party
violates any material provision of this Agreement and fails to cure such
violation within five (5) days of written notification of such violation from
the other party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party of their
obligation incurred prior to the date of cancellation.
3. Due Diligence. Client shall
supply and deliver to Consultant all
information
relating to the Client's debt as may be reasonably requested by the Consultant
to enable Consultant to provide the consulting services described in paragraph 1
hereof.
4. Compensation and Fees. As
consideration for Consultant entering into
this
Agreement, the Client shall pay the Consultant $7,500.00 at the end of each
month during the term of this agreement, regardless of the amount of services
the Consultant renders during the month. The Consultant will also be reimbursed
for all reasonable business expenses the Consultant incurs in the performance of
your consulting services for the Client. The Consultant will not participate in
any employee benefit programs offered by the Client to its employees. The Client
shall not be obligated to pay the Consultant compensation during any period in
which the Consultant is unable to render the services requested because of
sickness, injury, or other disability.
5. Exclusivity; Performance;
Confidentiality. The services of Consultant
hereunder
shall not be exclusive, and Consultant and his agents may perform similar or
different services for other persons or entities whether or not they are
competitors of Client. Consultant agrees that he will, at all times, faithfully
and in a professional manner perform all of the duties that may be reasonably
required of Consultant pursuant to the terms of this Agreement. Consultant shall
be required to expend only such time as is necessary to service Client in a
commercially reasonable manner. Consultant does not guarantee that his efforts
will have any impact upon the Client's business or that there will be any
specific result or improvement from Consultant's efforts. Consultant
acknowledges and agrees that confidential and valuable information proprietary
to Client and obtained during his engagement with Client, shall not be, directly
or indirectly, disclosed without the prior express written consent of Client,
unless and until such information is otherwise known to the public generally or
is not otherwise secret and confidential.
6. Exculpation of Liability and
Indemnification. All decisions with respect
to
consultations or services rendered by Consultant for transactions negotiated for
and presented to the Client by Consultant shall be those of the Client, and
Consultant shall have no liability with respect to such decisions. In connection
with the services Consultant renders under this Agreement, the Client
indemnifies and holds Consultant harmless against any and all losses, claims,
damages and liabilities and the expense, joint and several, to which Consultant
may become subject and will reimburse Consultant for any legal and other
expenses, including attorney's fees and disbursements incurred by Consultant in
connection with investigating, preparing or defending any actions commenced or
threatened or claim whatsoever, whether or not resulting in the liability,
insofar as such are based upon the information the Client has supplied to
Consultant under this Agreement.
7. Independent Contractor. In
his performance hereunder, Consultant shall
be an
independent contractor. Consultant shall complete the services required
hereunder according to his own means and methods of work, shall be in the
exclusive charge and control of Consultant and which shall not be subject to the
control or supervision of Client, except as to the results of the work. Client
acknowledges that nothing in this Agreement shall be construed to require
Consultant to provide services to Client at any specific time, or in any
specific place or manner. Payments to Consultant hereunder shall not be subject
to withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
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8. Arbitration and
Fees. Any
controversy or claim arising out of or relating
to this
Agreement, or breach thereof, may be resolved by mutual agreement; or if not,
shall be settled in accordance with the Arbitration rules of the American
Arbitration Association in Irvine, California. Any decision or award rendered by
the arbitrators shall be binding upon the parties and shall be enforceable as a
judgment in any court of competent jurisdiction. The prevailing party in such
arbitration or other proceeding shall be entitled, in addition to such other
relief as many be granted, to a reasonable sum as and for attorney's fees in
such arbitration or other proceeding which may be determined by the arbitrator
or other officer in such proceeding. If collection is required for any payment
not made when due, the creditor shall collect statutory interest and the cost of
collection, including attorney's fees whether or not court action is required
for enforcement. The prevailing party in any such proceeding shall also be
entitled to reasonable attorneys' fees and costs in connection all appeals of
any judgment.
9. Notices. Any notice or other
communication required or permitted
hereunder
must be in writing and sent by either (i) certified mail, postage prepaid,
return receipt requested and First Class mail; or (ii) overnight delivery with
confirmation of delivery; or (iii) facsimile transmission with an original
mailed by first class mail, postage prepaid, addressed as follows:
If to the
Client:
Ecology
Coatings
Address:
0000
Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx Xxxxx, Xxxxxxxx 00000 Attn: General Counsel
& Secretary
Facsimile
No.:
000-000-0000
If to
Consultant:
Xxxxx X.
Xxxxxxx
Address:
0000
Xxxxxxxxx Xxxxx Xxxxx 000
Xxxxxx
Xxxxx, XX
00000
Facsimile
No:
000-000-0000
or in
each case to such other address and facsimile number as shall have last been
furnished by like notice. If mailing is impossible due to an absence of postal
service, and other methods of sending notice are not otherwise available, notice
shall be hand-delivered to the aforesaid addresses. Each notice or communication
shall be deemed to have been given as of the date so mailed or delivered, as the
case may be; provided, however, that any notice sent by facsimile shall be
deemed to have been given as of the date sent by facsimile if a copy of such
notice is also mailed by first class mail on the date sent by facsimile; if the
date of mailing is not the same as the date of sending by facsimile, then the
date of mailing by first class mail shall be deemed to be the date upon which
notice given.
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10. Additional
Provisions. No waiver of any of the provisions of this
Agreement
shall be deemed or shall constitute a waiver of any other provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements or negotiations. There are no third party
beneficiaries of this Agreement. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Michigan,
regardless of laws of conflicts.
11. Recitals.
The Recitals are incorporated herein by this reference and
made
a
material part of this Agreement.
The
parties hereto have entered into this Agreement on the date first written
above.
"Client"
a Nevada
corporation
/s/ Xxxxxx X.
Xxxxxxxx
By: Xxx
Xxxxxxxx
Title:
CEO
"
Consultant"
/s/ Xxxxx X.
Xxxxxxx
Xxxxx X. Xxxxxxx
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