1. SERVICES

Company has represented, and Consultant has relied upon such representation in agreeing to these terms, that Company lawfully owns and controls the legal rights to the assets and business lines described on Schedule A, as may be amended from time to time (the “Project”). Consultant agrees to serve as a non-fiduciary strategic advisor and consultant to Company, to assist in the development, implementation, and execution of Company’s, capital management structuring, strategic partner relationships, and ongoing business development efforts relative to the Project, as may be amended by mutual consent of the Parties (the “Consulting Services”).  For the avoidance of doubt, the Consulting Services shall not include investment advisory services, brokerage services, asset management services, or financial planning services. While Consultant agrees to use its best efforts to perform the responsibilities hereunder, nothing in this Agreement shall require it or its employees to devote their full time, ability, resources or attention to the performance thereof.  As such, Consultant shall be free to render Consulting Services to other clients and/or third parties in an advisor, consultant, service provider, agency, representative or similar capacity.

2. COMPENSATION

• In exchange for the Consulting Services provided by Consultant, Company agrees to pay Consultant an agreed upon monthly consulting services fee, to be paid in advance on the first day of each month throughout the term of this Agreement (the “Consulting Fee”). In the event Consultant provides services requested by Company outside the scope of the Consulting Services or the scope of the Project is expanded, the Parties agree to negotiate in good faith a higher Consulting Fee for such additional services and the Company shall pay such fees promptly upon Company’s receipt and reconciliation of Consultant’s invoice for same:

(b)      In addition to the Consulting Fee, Company agrees to provide Consultant (or Consultant’s designee) Ten percent (10%) gross fee on all new business revenue in perpetuity.

3. NO FIDUCIARY ROLE

(a)Company acknowledges that Consultant is an interested stakeholder in this Agreement and Consultant is not in any way acting on behalf of Company as its attorney or fiduciary with respect to this Agreement.  Consultant hereby strongly urges Company to consider seeking independent counsel and legal advice with respect to the terms of this Agreement.

4. CONFIDENTIAL INFORMATION

(a) All information about or concerning a Party (the “Disclosing Party”) (as well as third party information that such Disclosing Party may have or have access to) furnished by, or on behalf of, the Disclosing Party or otherwise obtained or accessed by the other Party (the “Receiving Party”) in any manner whatsoever, whether furnished, obtained, or accessed before or after the Effective Date shall be deemed “Confidential Information.”  For purposes of this Agreement, the terms “Disclosing Party” and “Receiving Party” shall include each Party’s affiliates, subsidiaries, parents, and their respective directors, officers and employees, agents, advisors, and controlling persons.   

(b) Confidential Information shall include, without limitation (i) all oral or written statements or communications made by the Disclosing Party to the Receiving Party in connection with the Project, (ii) all documents generated by the Receiving Party which contain, comment upon, or relate in any way to any Confidential Information received from the Disclosing Party, (iii) any written materials relating to the Project provided by Disclosing Party to the Receiving Party, together with any information derived by the Receiving Party therefrom, and (iv) the Parties’ corporate information (including, but not limited to, plans, strategies, tactics, policies, and resolutions); strategies, tactics, and methods; and other operational information

(including, but not limited to, information related to intellectual property, trade secrets, methods, know-how, and other proprietary information).  

(c) Confidential Information shall not include: (i) information that was known by the Receiving Party through independent sources that can be verified prior to the disclosure thereof under this Agreement through no breach of any third party obligation of confidentiality; (ii) information that is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the Receiving Party; (iii) information that is independently developed by the Receiving Party without breach of this Agreement; or (iv) information that is or becomes available to either Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source has represented to such Party that it is not bound by any obligation of confidentiality in relation thereto.

5. ACKNOWLEDGEMENTS

The Parties acknowledge that the Confidential Information referenced and defined above is extremely confidential and/or subject to trade secret protection. The Parties further acknowledge that the Disclosing Party has a legitimate business interest to protect and maintain the confidentiality of the Disclosing Party’s Confidential Information. The Parties further agree that neither is granted any right or license, either express or implied, to use or redistribute any of the other Party’s Confidential Information. Each Party expressly disclaims all rights to all inventions, improvements, copyrightable works, designs, and derivatives related to the Confidential Information of the Disclosing Party, and further disclaim all rights to market, license, and otherwise use the Confidential Information, and any such inventions, improvements, and copyrightable works.

6. PURPOSE AND LIMITS OF DISCLOSURE

(a) The Parties are disclosing the Confidential Information solely for the purpose of performing certain strategic and administrative tasks related to the Project.  The Receiving Party agrees to accept disclosure of the Confidential Information and to exercise the same degree of care to maintain the Confidential Information secret and confidential as it would if the Confidential Information were owned by such Party.

(b) The Confidential Information shall remain the property of the Disclosing Party and shall not be disclosed or revealed by the Receiving Party to anyone else except employees of the Receiving Party who have a need to know the information and who have entered into a non-disclosure agreement with the Receiving Party under which such employees are required to keep confidential the Confidential Information. Such employees shall be advised by the Receiving Party of the confidential nature of the Confidential Information.  The Receiving Party shall be liable for any improper disclosure of the Confidential Information by its employees.

(c) Other than as specifically provided in this Agreement, the Receiving Party will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3(a) above, unless and until a further executed agreement is entered into by the Parties setting forth the terms and conditions under which the Confidential Information will be used.

(d) The Receiving Party agrees not to contact, either directly or indirectly, any party other than the Disclosing Party concerning the Confidential Information without prior written authorization from the Disclosing Party.  In the event such authorization is granted, the Receiving Party shall require such third party to enter into a non-disclosure agreement with the Receiving Party in connection with the Confidential Information, such agreement to afford the same protection to the Confidential Information as is afforded in this Agreement.

(e) The Receiving Party agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar venture, or for any purpose other than the sole purpose set forth in paragraph 3(a) above, absent the express written consent of the Disclosing Party.

7. CONFIDENTIALITY OF ON-GOING DISCUSSIONS OR POSSIBLE PARTNERSHIPS

Without mutual written consent by the Parties, neither Party shall disclose to any third party, be they persons, organizations private or public, or any other – the fact that this Agreement has been struck, that any business arrangement may have been struck or that the Parties have exchanged Confidential Information, or that either Party has inspected any portion of the Confidential Information. In no instance, without prior written consent of the other Party, shall a Party reveal to any third party the existence of any discussions or relationships between the two Parties. All press releases or other public communications of any sort by the Parties related to this Agreement or a possible transaction between the Parties and the method of the release for publication thereof, will be subject to the express written approval of both Parties.

8. NON-SOLICITATION; NON-CIRCUMVENTION

For a period of one (1) year from the effective date of this Agreement, the Parties agree that they will not:

(a) directly or indirectly contact, deal with, transact or otherwise be involved with any corporation, partnership, individual or other entity introduced by a Disclosing Party to a Receiving Party without the express written permission of Disclosing Party; or

(b) directly or indirectly solicit for employment or employ any person who is now employed by the other Party without such Party’s express written consent. Notwithstanding the foregoing, nothing in this Agreement shall operate to bar or prevent the Parties from being engaged to render traditional services to a client/prospective client that is independent of the specific business opportunity presented by either Party.

9. COMPELLED DISCLOSURE

In the event that a Receiving Party becomes legally compelled to disclose any of the Confidential Information furnished by a Disclosing Party, the Receiving Party shall provide the Disclosing Party prompt prior written notice of such requirements, so that the Disclosing Party may determine whether to seek a protective order or other means of preventing the disclosure. In the event that such protective order or other remedy is not obtained, or the Receiving Party is otherwise legally compelled, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required and to exercise reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

10. TERMINATION AND RETURN OF CONFIDENTIAL INFORMATION

Upon the written request of either Party, the other Party shall promptly destroy or use commercially reasonable efforts to deliver back to the requesting Party all documents furnished by or on behalf of the requesting Party which constitutes Confidential Information (including any notes, analyses, memoranda, computer data or other work product produced by a Receiving Party) without retaining any copies thereof. The confidentiality obligations set forth herein shall survive any such return or destruction of Confidential Information. The Parties’ obligations under this Section are subject to the requirements of Section 6 above and any laws, rules, regulations, or court orders applicable in the State of Florida.

11. REPRESENTATION

Each Party acknowledges that the other Party makes no representation or warranty as to the accuracy or completeness of any of the Confidential Information furnished by or on its behalf. Only those representations and warranties which are made in a final definitive agreement relating to the purpose of the disclosure of the Confidential Information will have legal effect.

12. BUSINESS RELATIONSHIPS

Company has represented, and Consultant has relied upon such representation in agreeing to these terms, that Company lawfully owns and controls the legal rights to the assets and business lines described on Schedule A, as may be amended from time to time (the “Project”).  Consultant agrees to serve as a non-fiduciary strategic advisor and consultant to Company, to assist in the development, implementation, and execution of Company’s, capital management structuring, strategic partner relationships, and ongoing business development efforts relative to the Project, as may be amended by mutual consent of the Parties (the “Consulting Services”).  For the avoidance of doubt, the Consulting Services shall not include investment advisory services, brokerage services, asset management services, or financial planning services.   While Consultant agrees to use its best efforts to perform the responsibilities hereunder, nothing in this Agreement shall require it or its employees to devote their full time, ability, resources or attention to the performance thereof.  As such, Consultant shall be free to render Consulting Services to other clients and/or third parties in an advisor, consultant, service provider, agency, representative or similar capacity.

13. WAIVER

Any failure or delay in exercising any rights, power or privilege hereunder will not operate as a waiver thereof, nor will any single or partial exercise preclude any other further exercise thereof.

14. ASSIGNMENT

This Agreement may not be assigned in whole or in part by any Party without the prior written consent of the other Party except that a Party may assign this Agreement, without consent, to any affiliated entity.

15. REMEDIES

The Parties acknowledge that money damages would not solely be sufficient remedy for any breach of this Agreement by either Party, and that the Parties will be entitled to equitable and injunctive relief as remedies for any such breach. Such remedies will be in addition to any other remedies available.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its provisions of conflict of laws, and the Parties agree to submit to exclusive personal jurisdiction and venue in the state or federal courts located in the Miami-Dade County, Florida for all claims and actions arising under or relating to this Agreement.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties hereto in connection with the subject matter hereof, and supersedes any previous representations, negotiations and agreements (whether oral or written) on the subject matter. This Agreement shall not be amended or modified in any manner, except by an instrument in writing signed by a duly authorized representative of each of the Parties hereto.

19. ATTORNEY’S FEES

If any action is brought at law, in equity or arbitration, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, whether in arbitration, pretrial, trial or appellate levels, which may be set by the court or the arbitrator in the same action or in a separate action brought for that purpose, including costs and fees for investigation and collection of any amount awarded in such action, in addition to any other relief to which the party may be entitled.