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FINANCIAL CONSULTING SERVICES AGREEMENT
This Financial Consulting Services Agreement (the "Agreement") is
entered into this 5th day of November, 2001 by and between Xxxxxxx Xxxxxx,
Xxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx ("Consultants"), individuals, and Sanguine
Corporation (OTCBB: SGNC) ("Client"), a Nevada corporation, with reference to
the following:
Preliminary Statement
A. The Client desires to be assured of the association and services
of the Consultants in order to avail itself of the Consultants experience,
skills, abilities, knowledge, and background to facilitate long range
strategic planning, and to advise the Client in business and/or financial
matters and is therefore willing to engage the Consultants upon the terms and
conditions set forth herein. Consultants desire to be assured, and Client
desires to assure Consultants, that, if Consultants associate with Client and
allocates its resources necessary to provide Client with its services as
Client requires and expects, Consultants will be paid the consideration
described herein and said consideration will be nonrefundable, regardless of
the circumstances.
The Consultants agree to be engaged and retained by the Client and 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:
Engagement. Client hereby engages Consultants on a non-exclusive basis, and
Consultants hereby accepts the engagement to become financial Consultants to
the Client and to render such advice, consultation, information, and services
to the Directors and/or Officers of the Client regarding general financial and
business matters including, but not limited to:
1.1 Advice and Counsel. Consultants will provide advice and counsel
regarding Client's strategic business plans, strategy and negotiations
with potential business strategic partnering, corporate planning and or
other general business consulting needs as expressed by Client.
1.2 Client and/or Client's Affiliate Transaction Due Diligence. Consultants
will participate and assist Client in the due diligence process, where
possible, on all proposed financial transactions affecting Client of
which Consultants are notified in writing in advance, including
conducting investigation of and providing advice on the financial,
valuation and stock price implications of the proposed transaction(s).
1.3 Ancillary Document Services. If necessary, Consultants will assist and
cooperate with Client in the development, editing and production of such
documents as are reasonably necessary to assist in any transaction
covered by this Agreement. However, this Agreement will not include the
preparation or procuring of legal documents or those documents normally
prepared by an attorney.
1.4 Additional Duties. Client and Consultants shall mutually agree, in
writing, for any additional duties that Consultants may provide to
Client for compensation paid or payable by Client under this Agreement.
Although there is no requirement to do so, such additional agreement(s)
may be attached hereto and made a part hereof by written amendments to
be listed as "Exhibits" beginning with "Exhibit A" and initialed by both
parties.
1.5 Standard of Performance. Consultants shall devote such time and efforts
to the affairs of the Client as is reasonably necessary to render the
services contemplated by this Agreement. Any work or task of
Consultants provided for herein which requires Client to provide certain
information to assist Consultants in completion of the work shall be
excused (without effect upon any obligation of Client) until such time
as Client has fully provided all information and cooperation necessary
for Consultants to complete the work. The services of Consultants shall
not include the rendering of any legal opinions or the performance of
any work that is in the ordinary purview of a certified public
accountant, or other licensed professional. Consultants cannot
guarantee results on behalf of Client, but shall use commercially
reasonable efforts in providing the services listed above. If an
interest is communicated to Consultants regarding satisfying all or part
of Client's business and corporate strategic planning needs, Consultants
shall notify Client and advise it as to the source of such interest and
any terms and conditions of such interest.
2. Compensation to Consultants.
2.1 Issuance of Shares for Entering into Agreement. As consideration for
Consultants entering into this Agreement, Client agrees to cause 825,000
shares of its common stock, par value $.001 per share, to be issued in
amounts of 275,000 shares to Xxxxxxx Xxxxxx, 275,000 shares to Xxxxxxx
Xxxxxxx and 275,000 shares to Xxxx Xxxxxxxxxx. When issued, said shares
shall be free trading shares, registered with the U.S. Securities and
Exchange Commission on its Form S-8 or similar registration. The
registration and issuance of said shares shall take place by no later
than 15 days following the execution and delivery of this Agreement, and
all costs in connection therewith shall be borne by Client.
NOTE: CONSULTANTS SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES
PROVIDED FOR HEREIN IF PAYMENT IS NOT RECEIVED BY CONSULTANTS WITHIN 15
DAYS OF MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES.
2.2 Expenses. Client shall reimburse Consultants for reasonable expenses
incurred in performing its duties pursuant to this Agreement (including
printing, postage, express mail, photo reproduction, travel, lodging,
and long distance telephone and facsimile charges); provided, however,
that Consultants must receive prior written approval from Client for any
expenses over $ 500. Such reimbursement shall be payable within 7 seven
days after Client's receipt of Consultants invoice for same.
2.3 Additional Fees. Client and Consultants shall mutually agree upon any
additional fees that Client may pay in the future for services rendered
by Consultants under this Agreement. Such additional agreement(s) may,
although there is no requirement to do so, be attached hereto and made a
part hereof as Exhibits beginning with Exhibit A.
3. Indemnification. The Client agrees to indemnify and hold harmless
Consultants against any and all liability, loss and costs, expenses or
damages, including but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever or
howsoever caused by reason of any injury (whether to body, property,
personal or business character or reputation) sustained by any person or
to any person or property, arising out of any act, failure to act,
neglect, any untrue or alleged untrue statement of a material fact or
failure to state a material fact which thereby makes a statement false
or misleading, or any breach of any material representation, warranty or
covenant by Client or any of its agents, employees, or other
representatives. Nothing herein is intended to nor shall it relieve
either party from liability for its own willful act, omission or
negligence. All remedies provided by law, or in equity shall be
cumulative and not in the alternative.
4. Confidentiality.
4.1 Consultants and Client each agree to keep confidential and provide
reasonable security measures to keep confidential information where
release may be detrimental to their respective business interests.
Consultants and Client shall each require their employees, agents,
affiliates, other licensees, and others who will have access to the
information through Consultants and Client respectively, to first enter
appropriate non-disclosure Agreements requiring the confidentiality
contemplated by this Agreement in perpetuity.
4.2 Consultants will not, either during its engagement by the Client
pursuant to this Agreement or at any time thereafter, disclose, use or
make known for its or another's benefit any confidential information,
knowledge, or data of the Client or any of its affiliates in any way
acquired or used by Consultants during its engagement by the Client.
Confidential information, knowledge or data of the Client and its
affiliates shall not include any information that is, or becomes
generally available to the public other than as a result of a disclosure
by Consultants or its representatives.
5. Miscellaneous Provisions.
5.1 Amendment and Modification. This Agreement may be amended, modified and
supplemented only by written agreement of Consultants and Client.
5.2 Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. The obligations of either
party hereunder cannot be assigned without the express written consent
of the other party.
5.3 Governing Law; Venue. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the
laws of the State of California, without regard to its conflict of law
doctrine. Client and Consultants agree that if any action is instituted
to enforce or interpret any provision of this Agreement, the
jurisdiction and venue shall be the City of Irvine, Orange County,
California.
5.4 Attorneys' Fees and Costs. If any action is necessary to enforce and
collect upon the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and costs, in addition to any
other relief to which that party may be entitled. This provision shall
be construed as applicable to the entire Agreement.
5.5 Survivability. If any part of this Agreement is found, or deemed by a
court of competent jurisdiction, to be invalid or unenforceable, that
part shall be severable from the remainder of the Agreement.
6. Arbitration. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT,
CONSULTANTS OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES,
ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER
PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF
THIS AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN
THROUGH LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:
A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
INCLUDING THEIR RIGHT TO JURY TRIAL;
C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND
DIFFERENT FROM COURT PROCEEDING;
D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL
OR TO SEEK MODIFICATION OF RULING BY THE ARBITRATORS IS
STRICTLY LIMITED;
E. THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO
INCLUDE ANY AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED
BY ANY PARTY;
F. EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN
ORANGE COUNTY, CALIFORNIA WITHIN FIVE (5) DAYS AFTER
RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY;
G. IF EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION
ON REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE AN
ARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO;
H. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED
SHALL TAKE PLACE IN THE CITY OF IRVINE, ORANGE COUNTY,
CALIFORNIA;
I. IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN
EFFORT TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN
RESISTING ARBITRATION OR SHALL UNSUCCESSFULLY CONTEST THE
JURISDICTION OF ANY ARBITRATION FORUM LOCATED IN THE CITY OF
IRVINE, ORANGE COUNTY, CALIFORNIA, OVER ANY MATTER WHICH IS
THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND
ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE
DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE
ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN;
J. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING
FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;
K. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR
JUDGMENT AND EXECUTION FOR COLLECTION.
7. Term/Termination. This Agreement is an agreement for the term of twelve
(12) months ending November 4, 2002.
8. Non Circumvention. In and for valuable consideration, Client hereby
agrees that Consultants may introduce (whether by written, oral, data,
or other form of communication) Client to one or more opportunities,
including, without limitation, natural persons, corporations, limited
liability companies, partnerships, unincorporated businesses, sole
proprietorships and similar entities (hereinafter an "Opportunity" or
""Opportunities""). Client further acknowledges and agrees that the
identity of the subject Opportunities, and all other information
concerning an Opportunity (including without limitation, all mailing
information, phone and fax numbers, email addresses and other contact
information) introduced hereunder are the property of Consultants, and
shall be treated as confidential and proprietary information by Client,
it affiliates, officers, directors, shareholders, employees, agents,
representatives, successors and assigns. Client shall not use such
information, except in the context of any arrangement with Consultants
in which Consultants are directly and actively involved, and never
without Consultants' prior written approval. Client further agrees that
neither it nor its employees, affiliates or assigns, shall enter into,
or otherwise arrange (either for it/him/herself, or any other person or
entity) any business relationship, contact any person regarding such
Opportunity, either directly or indirectly, or any of its affiliates, or
accept any compensation or advantage in relation to such Opportunity
except as directly though Consultants, without the prior written
approval of Consultants. Consultants are relying on Client's assent to
these terms and their intent to be bound by the terms by evidence of
their signature. Without Client's signed assent to these terms,
Consultants would not introduce any Opportunity or disclose any
confidential information to Client as herein described.
9.0 Representations, Warrants and Covenants. The Client represents,
warrants and covenants to the Consultants as follows:
The Client has the full authority, right, power and legal capacity to
enter into this Agreement and to consummate the transactions which are
provided for herein. The execution of this Agreement by the Client and
its delivery to the Consultants, and the consummation by it of the
transactions which are contemplated herein have been duly approved and
authorized by all necessary action by the Client's Board of Directors
and no further authorization shall be necessary on the part of the
Client for the performance and consummation by the Client of the
transactions which are contemplated by this Agreement.
The business and operations of the Client have been and are being
conducted in all material respects in accordance with all applicable
laws, rules and regulations of all authorities which affect the Client
or its properties, assets, businesses or prospects. The performance of
this Agreement shall not result in any breach of, or constitute a
default under, or result in the imposition of any lien or encumbrance
upon any property of the Client or cause acceleration under any
arrangement, agreement or other instrument to which the Client is a
party or by which any of its assets are bound. The Client has performed
in all respects all of its obligations which are, as of the date of this
Agreement, required to be performed by it pursuant to the terms of any
such agreement, contract or commitment.
10. 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: Sanguine Corporation
Attention: ___________________
Address: ____________________
____________________
Facsimile No.: _______________
If to Consultant: Attention: Xxxxxxx X. Xxxxxx
00000 Xxx Xxxxxx Xxx 0000
Xxxxxx, XX 00000
Facsimile No: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
00000 Xxx Xxxxxx Xxx 0000
Xxxxxx, XX 00000
Facsimile No: (000) 000-0000
Attention: Xxxx Xxxxxxxxxx
00000 Xxx Xxxxxx Xxx 0000
Xxxxxx, 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.
11. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
12. Preliminary Statement. The Preliminary Statement is incorporated
herein by this reference and made a material part of this Agreement.
* Signature Page Follows *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
SANGUINE CORPORATION (SGNC)
Print Name: Xxxxxx X. Xxxxx
Sign Name: /s/Xxxxxx X. Xxxxx
Title: Chairman, CEO
Date: 11/29/01
CONSULTANTS
Print Name: Xxxxxxx X. Xxxxxx
Sign Name: /s/Xxxxxxx X. Xxxxxx
Date: 11/29/01
Print Name: Xxxxxxx Xxxxxxx
Sign Name: /s/Xxxxxxx Xxxxxxx
Date: 11/29/01
Print Name: Xxxx Xxxxxxxxxx
Sign Name: /s/Xxxx Xxxxxxxxxx
Date: 11/29/01
