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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made effective as of ______________, 201_ by and


between Xxxxxxxx, having its principal operations located at (hereinafter referred to as
Company) and ___________ having its principal offices at _______________, (Client).
WITNESSETH:

WHEREAS, the Client desires to retain certain consulting services of Company to assist in
its efforts to raise operating capital through cash investment, joint ventures and/or other means;
and

WHEREAS, Company has the ability and willingness to assist Client, on the terms and
conditions set forth herein, with capital formation and/or with establishing appropriate joint
venture arrangements with Financial Partners (hereinafter the " Funding Sources");

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein below
set forth, the parties covenant and agree as follows:

1. Appointment of Company as a Consultant.

The Client hereby appoints Company as its non-exclusive consultant for and in
connection with the Client's efforts to raise capital (the "Funding"), which Funding may take the
form of one or more, or a combination of the following:

(a) Equity, Cash, Debt , or any combination of these


(b) Joint venture with a Funding Source as the Client may, in its sole discretion,
deem to be acceptable.
The foregoing notwithstanding, the Client has made no commitment, and shall be
under no obligation to pursue or utilize any Funding Source referred, procured or provided by
Company, or accept any consulting, investment or joint venture proposal.

2. Acceptance of Appointment; Agreement to Use Best Efforts.

Company hereby accepts the appointment, and agrees, as Consultant for the
Client, to use its best efforts to locate potential Funding Sources for Client. Company makes no
commitment, and has no obligation, to provide all or any of the Funding directly.

3. Independent Status of Company as Clients Consultant.

CONSULTING AGREEMENT
It is understood and agreed that Company (also referred to as Consultant in this
document) shall be, at all times and for all purposes hereunder, operate as an independent
contractor to Client and under no circumstances shall be deemed an employee, partner or joint
venturer of or with Client. Company agrees that it shall not directly or indirectly imply or
represent to others, or permit another to imply or represent to others that Company has any
authority to act for, represent or bind Client in any matter by virtue of this Agreement.

4. Other Consultants.

Client retains full rights to employ other Consultants for and in connection with its
efforts to secure the Funding, in its sole discretion.

5. Term.

The term of this Agreement shall begin on the day and year first above written, and
unless earlier terminated in writing as per the provision of this Section 5, shall automatically
terminate upon a date thirty six (36) months after the date of this Agreement, unless mutually
extended in writing for an additional period. Either party may terminate this Agreement subject
to a 60 day written notice sent to the addresses herein. Termination will be effective on receipt of
such notice. Client shall be responsible for payment of all earned but uncollected Consultant
Services fees outlined in Section 7 herein as of the date of termination. Upon the termination of
this Agreement, the retention and agency shall end, and Consultant shall immediately cease
soliciting joint ventures or funds for or on behalf of Client, and shall terminate all then pending
solicitations or offers. Upon termination of this agreement, Sections 12, 13, and 14 shall survive
and remain in full force and effect.

6. Services of Consultant.

During the term of this Agreement, Consultant shall assist Client in its efforts to
procure joint venture or Funding Sources ready, willing and able to provide the Client with
operating capital, and/or enter into a joint venture arrangement with Client, upon such terms and
conditions as are acceptable to the Client at its sole discretion. Consultant agrees to exercise its
best efforts, skill and diligence in the performance of its services hereunder and shall perform all
services in a good and workmanlike fashion. Consultants service shall be exclusively limited to
identifying and introducing potential joint venture or Funding Sources to the Company and it will
be up to the Company to make presentations, follow ups and any closings with such sources.

7. Compensation of Consultant.

Consultant shall receive directly, at closing of any funding event, the following
compensations for the funds raised:

CONSULTING AGREEMENT
i. Upto 10% (ten percent) of all amounts raised (Funds) from each Funding
source introduced to Client under this agreement, provided that such
closing-s occur within a period of three years from first introducing Client to
the associated Funding sources.
ii. In case Consultants efforts result in joint venture or ANY other types of
business relationship within a period of three years from first introducing
Client to the Funding sources, a cash value of each such relationship will
either be mutually agreed upon in writing between Client and Company, or
the services of an independent actuary shall be engaged by Client to
establish the cash value of the transaction(s) in question. Once the cash
value is established, Company shall receive % agreed in 7 (i) of all amounts
raised from each Funding source.
iii. In case the Funds as described above in this section are received by Client in
multiple installments, Company shall also receive its fees in installations,
each installation being equal to % agreed in 7 (i) of the amounts received
by Client per installment.
In all cases, Company shall have the option, at its sole discretion, to receive all or
part of its fees in Clients stock of the same class and at the same price as the Funding Sources
receive at closing of Funding to the Client.

8. Conditions to Payment of Compensation.

The obligation of the Client to pay Company the compensation set forth in Section 7
hereof, is contingent upon and subject to the following:

(i) The Client shall have received and accepted a signed funding and/or Joint Venture
Agreement, as the case may be, in forms satisfactory to Client in the Clients sole
discretion; and
(ii) The Client shall have received in collected funds, payment in full of the Joint
Venture/Funding called for in the subscription or other agreements; in cases where Client
receives progressive payments, Consultant shall receive his/her fees in the same
proportion as described in Section 7 herein from each progressive payment received
9. Agreements.

Each Funding Source shall complete and execute a Joint Venture/Funding


Agreement, in a form acceptable to the Client, which joint venture/funding agreement shall be
delivered to the Client, together with the appropriate questionnaire(s) and payment to the Client
of the joint venture/funding agreement. Client has the right, in its sole discretion, to accept or
reject any funding or joint venture agreement.

10. Offering Materials.

CONSULTING AGREEMENT
All materials prepared, created or obtained by Consultant about Client, for or on
behalf of Client, shall be prepared and/or approved by Client prior to any use thereof. Client
may, in its sole and absolute discretion alter, modify or reject any or all such materials.
11. Mutual Indemnification.

a.
Each party shall indemnify and hold harmless the other party, each of its
directors, officers and shareholders against any losses, claims, damages or liabilities to which
either party, any of its directors, officers or shareholders may become subject, insofar as the
losses, claims, damages, or liabilities (or actions with respect to them) arise out of, or are based
upon, any untrue statement or alleged untrue statement of any material fact, or arise out of, or
are based upon the omission or the alleged omission to state a material fact required to be
stated, or necessary to make the statements not misleading, in each case to the extent, but only
to the extent, that the untrue statement or alleged untrue statement or omission or alleged
omission was made by either party, in reliance upon and in conformity with written information
furnished to either party by the other party;

b.
Promptly after receipt by either party of notice of the commencement of any
action giving rise to a claim for indemnification under this paragraph, either party shall notify the
other in writing of the commencement of the action. Neither party shall pay, acknowledge,
compromise or settle any such claim without the written consent of the other party, which
consent shall not be unreasonably withheld.

12. Mutual Nondisclosure of Confidential Information & Non-Circumvention.

a.
Both Parties recognize and acknowledge that they have and will have access
to certain nonpublic information of the other party which shall be deemed confidential
information (including, but not limited to, business plans, costs, trade secrets, licenses, research
projects, profits, markets, sales, customer lists, strategies, plans for future development,
financial information and any other information of a similar nature) that after the consummation
of the transactions contemplated hereby will be valuable, special and unique property of the
other party. Information shall not be deemed Confidential Information and afforded the
protections of this Section 12 if such information has been (I) developed by either party
independently, (ii) rightfully obtained without restriction by either party from a third party,
provided that the third party had full legal authority to possess and disclose such information,
(iii) publicly available other than through the fault or negligence of either party, (iv) released
without restriction by either party to anyone, including the United States government, or (v)
properly and lawfully known to the other party at the time of its disclosure, as evidenced by
written documentation conclusively established to have been in the possession of the other party
on the date of such disclosure. Both parties agree that it will not disclose, and will use its best
efforts to prevent disclosure by any other Person, of any such confidential information to any
Person, for any purpose or reason whatsoever, except to authorized representatives of either
party.

CONSULTING AGREEMENT
b.
Notwithstanding the above in Section 12a herein, either party may use and
disclose any such confidential information to the extent that it may become compelled by legal
requirements to disclose any such information; provided, however, that both parties shall use all
reasonable efforts and shall have afforded both parties the opportunity to obtain an appropriate
protective order or other satisfactory assurance of confidential treatment for any such
information compelled to be disclosed.

c.
In the event of termination of this Agreement, both parties shall use all
reasonable efforts to cause to be delivered to the other party, and to retain no copies of, any
documents, work papers and other materials obtained by either party during the conduct of the
matters provided for in this Agreement, whether so obtained before or after the execution hereof.
Both Parties recognize and agree that violation of any of the agreements contained in this
Section 12 will cause irreparable damage or injury to both parties, the exact amount of which
may be impossible to ascertain, and that, for such reason, among others, both parties shall be
entitled to an injunction, without the necessity of posting bond therefore, restraining any further
violation of such agreements. Such rights to any injunction shall be in addition to, and not in
limitation of, any other rights and remedies for each party.

d.
Client recognizes that Companys Confidential Information is a particularly
valuable asset of Company and may contain names, contact information or other details about
prospective investors, buyers or joint venture candidates. Client further recognizes and agrees
that such names and/or contact information as described in this Section 12d herein, may be
considered to be tools of the trade belonging to Company and its misuse may cause irreparable
harm to the Company, including but not limited to severe financial loss. Client hereby agrees to
hold and maintain such Confidential Information of Company in strictest confidence for the sole
and exclusive benefit of Company and it shall NOT circumvent the Company in any way by
directly contacting or dealing with any of the entities or individuals whose contact information
may be included in the Confidential Information, without first receiving appropriate permission
from Company to do so and without appropriately compensating Company for any success in
funding, investment or joint venture with any of them, as per the fee provisions of Section 7
herein.

13. Miscellaneous

a.

Attorney's Fees.

In any action at law or in equity or in any arbitration proceeding, for declaratory


relief or to enforce any of the provisions or rights or obligations under this Agreement, the
unsuccessful party to such proceeding, shall pay the successful party or parties all statutorily
recoverable costs, expenses and reasonable attorneys' fees incurred by the successful party or
parties including without limitation costs, expenses, and fees on any appeals and the
enforcement of any award, judgment or settlement obtained, such costs, expenses and
attorneys' fees shall be included as part of the judgment. The successful party shall be that
party who obtained substantially the relief or remedy sought, whether by judgment, compromise,
settlement or otherwise.

CONSULTING AGREEMENT
b.

Amendments and Waivers.

This Agreement may not be amended, nor may compliance with any term, covenant,
agreement, condition or provision set forth herein be waived (either generally or in a particular
instance and either retroactively or prospectively) unless such amendment or waiver is agreed to
in writing by all parties hereto.

c.

Waiver.

No waiver of any breach of any one of the agreements, terms, conditions, or covenants of
this Agreement by the parties shall be deemed to imply or constitute a waiver of any other
agreement, term, condition, or covenant of this Agreement. The failure of any party to insist on
strict performance of any agreement, term, condition, or covenant, herein set forth, shall not
constitute or be construed as a waiver of the rights of either or the other thereafter to enforce
any other default of such agreement, term, condition, or covenant; neither shall such failure to
insist upon strict performance be deemed sufficient grounds to enable either party hereto to
forego or subvert or otherwise disregard any other agreement, term, condition, or covenants of
this Agreement.

d.

Governing Law.

This Agreement, and the rights and obligations of the respective parties, shall be governed
by and construed in accordance with the laws of the State of Colorado.

e.

Notices.

Any notice, communication, offer, acceptance, request, consent, reply, or advice (herein
severally and collectively, for convenience, called "Notice"), in this Agreement provided or
permitted to be given, served, made, or accepted by any party or person to any other party or
parties, person or persons, hereunder must be in writing, addressed to the party to be notified at
the address set forth above, or such other address as to which one party notifies the other in
writing pursuant to the terms of this Section, and must be served by (1) telefax or other similar
electronic method, or (2) depositing the same in the United States mail, certified, return receipt
requested and postage paid to the party or parties, person or persons to be notified or entitled to
receive same, or (3) delivering the same in person to such party.

Notice shall be deemed to have been given immediately when sent by telefax or other
electronic method and seventy-two hours after being deposited in the United States mail, or
when personally delivered in the manner hereinabove described. Notice provided in any manner

CONSULTING AGREEMENT
not specified above shall be effective only if and when received by the party or parties, person or
persons to be, or provided to be notified.

Any party receiving a facsimile transmission shall be entitled to rely upon a facsimile
transmission to the same extent as if it were an original. Any party may alter the address to
which communications or copies are to be sent by giving notice of such change of address in
conformity with the provisions of this Section for the giving of notice.
f.

Fax/Counterparts.

This Agreement may be executed by telex, telecopy or other facsimile transmission, and
such facsimile transmission shall be valid and binding to the same extent as if it were an original.
Further, this Agreement may be signed in one or more counterparts, all of which when taken
together shall constitute the same documents. For all evidentiary purposes, any one complete
counter set of this Agreement shall be considered an original.

g.

Captions.

The caption and heading of various sections and paragraphs of this Agreement are for
convenience only and are not to be construed as defining or limiting, in any way, the scope or
intent of the provisions hereof.

h.

Severability.

Wherever there is any conflict between any provision of this Agreement and any statute,
law, regulation or judicial precedent, the latter shall prevail, but in such event the provisions of
this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring
it within the requirement of the law. In the event that any part, section, paragraph or clause of
this Agreement shall be held by a court of proper jurisdiction to be invalid or unenforceable, the
entire Agreement shall not fail on account thereof, but the balance of the Agreement shall
continue in full force and effect unless such construction would clearly be contrary to the
intention of the parties or would result in unconscionable injustice.
I.

Jurisdiction and Venue.

Jurisdiction over any action, proceeding or arbitration shall be proper only if filed and
maintained in Colorado, and venue shall be proper therefore only in the County of Denver as to
state court proceedings or the District Court for the District of Colorado as to federal court
proceedings.
j.

Assignment.

Neither party may directly or indirectly assign or delegate, by operation of law or


otherwise, all or any portion of its/their/his rights, obligations or liabilities under this Agreement
without the prior written consent of all other parties, which consent may be withheld in their
respective sole and absolute discretion.

CONSULTING AGREEMENT
k.

Entire Agreement - Amendment.

This Agreement, and other documents delivered pursuant to this Agreement, contain all of
the terms and conditions agreed upon by the parties relating to the subject matter of this
Agreement and supersede all prior and contemporaneous agreements, letters of intent,
representations, warranties, disclosures, negotiations, correspondence, undertakings and
communications of the parties, oral or written, respecting that subject matter.
IN WITNESS WHEREOF, the parties have signed the Agreement the date and year first above
written.

Xxxxxxxx
___________________________________________

Client: ______________________________________
By:
____________________________________________
Name & Title: ________________________________

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