EXHIBIT 10.15
CONSULTANT AGREEMENT
This Agreement is made and entered into as of the ___th day of May, 2005,
between Sonoma College, Inc. and its subsidiaries (the "Company") and CEOcast,
Inc. (the "Consultant")
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. PURPOSE. The Company hereby employs the Consultant during the Term (as
defined below) to render Investor Relations services to the Company, upon
the terms and conditions as set forth herein.
2. TERM. This Agreement shall be effective for a one-year period commencing on
the date hereof (unless terminated earlier pursuant to Section 6 below (the
"TERM")).
3. DUTIES OF CONSULTANT. During the term of this Agreement, the Consultant
shall provide to the Company those services outlined in Exhibit A.
Notwithstanding the foregoing, it is understood and acknowledged by the
parties that the Consultant: (a) shall perform its analysis and reach its
conclusions about the Company independently, and that the Company shall
have no involvement therein; and (b) shall not render advice and/or
services to the Company in any manner, directly or indirectly, that is in
connection with the offer or sale of securities in a capital raising
transaction or that could result in market making.
4. EXPENSES. The Company, upon receipt of appropriate supporting
documentation, shall reimburse the Consultant for any and all reasonable
out-of-pocket expenses incurred by it in connection with services requested
by the Company, including, but not limited to, all charges for travel,
printing costs and other expenses spent on the Company's behalf. The
Company shall immediately pay such expenses upon the presentation of
invoices together with appropriate receipts and vouchers. Consultant shall
not incur more than $500 in expenses without the express written consent of
the Company.
5. COMPENSATION. For services to be rendered by the Consultant hereunder, the
Consultant shall receive from the Company upon the signing of the
Agreement: (a) $10,000 (the "Retainer") which shall represent the first and
last month's payment under the Agreement and (b) 200,000 shares of the
Company's fully-paid non-assessable restricted common stock. Company agrees
that it shall register, at its expense, Consultant's shares in connection
with any offering of its securities other than the Company's Form SB2
registration ("piggyback" registration rights). In addition, the Company
shall pay Consultant on or before the 15th day of each of the next ten
months, $5,000 plus expenses as outlined in Section 4. The Company shall
also pay any accrued but unpaid expenses under Section 4 at the end of the
Term. In the event that this Agreement is terminated pursuant to Section 6
hereof, the Consultant shall refund and return to the Company shares of the
Company (provided to the Consultant pursuant to Section 5(b)) in an amount
equal to the number of days from the date of termination to the first
anniversary of this agreement multiplied by 548.
6. TERMINATION. The Company may terminate this Agreement at any time upon a
breach of this Agreement by the Consultant and such breach remains uncured
for five (5) days from the date of written notice from the Company to the
Consultant of such breach.
7. FURTHER AGREEMENTS. Because of the nature of the services being provided by
Consultant hereunder, Consultant acknowledges that if it may receive access
to Confidential Information (as defined in Section 8 hereof) and that, as a
consultant to the Company, it will attempt to provide advice that serves
the best interest of the Company. Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect to the
Company's common stock that it receives pursuant to Section 5 above,
Consultant shall, at all times that it
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is the beneficial owner of such shares, vote such shares on all matters
coming before it as a stockholder of the Company in the same manner as the
majority of the Board of Directors of the Company shall recommend.
8. CONFIDENTIALITY.
(a) Consultant acknowledges that as a consequence of its relationship with
the Company, it may be given access to confidential information which
may include the following types of information; financial statements
and related financial information with respect to the Company and its
subsidiaries, trade secrets, products, product development, product
packaging, future marketing materials and plans, business plans,
certain methods of operations, procedures, improvements, systems,
customer lists, supplier lists and specifications, and other private
and confidential materials concerning the Company's business
(collectively, "Confidential Information"). Information shall be
treated as Confidential Information, whether provided in writing or
orally, if it would, under the circumstances, appear to a reasonable
person to be confidential or proprietary and all information
identified as being "confidential" or "trade secret" shall be presumed
to be Confidential Information.
(b) Consultant covenants and agrees to hold such Confidential Information
strictly confidential and shall only use such information solely to
perform its duties under this Agreement, and Consultant shall refrain
from allowing such information to be used in any way for its own
private or commercial purposes. Consultant shall also refrain from
disclosing any such Confidential Information to any third parties
except to those directors, officers, employees, consultants and agents
of Consultant who are required to have the information in connection
with this Agreement; provided, however that Consultant clearly informs
such directors, officers, employees, consultants and agents who have
access to Confidential Information of their obligation to maintain the
confidential status of the Confidential Information. Consultant agrees
to promptly notify the Company in writing of any misuse or
misappropriation of such Confidential Information which may come to
its attention. Consultant further agrees that upon termination or
expiration of this Agreement, it will return all Confidential
Information and copies thereof to the Company and will destroy all
notes, reports and other material prepared by or for it containing
Confidential Information.
(c) Consultant understands and agrees that the Company might be
irreparably harmed by violation of this Agreement and that monetary
damages may be inadequate to compensate the Company. Accordingly, the
Consultant agrees that, in addition to any other remedies available to
it at law or in equity, the Company shall be entitled to (i) to obtain
injunctive relief against the threatened breach of this Agreement or
the continuation of any such breach, without the necessity of proving
actual damages; and (ii) to be indemnified by the Consultant from any
loss or harm, including but not limited to attorney's fees, arising
out of or in connection with any breach or enforcement of the
Consultant's obligations under this Agreement or the unauthorized use
or disclosure of the Confidential Information.
(d) Notwithstanding the foregoing, nothing herein shall be construed as
prohibiting Consultant from disclosing any Confidential Information
(a) which at the time of disclosure, Consultant can demonstrate either
was in the public domain and generally available to the public or
thereafter becomes a part of the public domain and is generally
available to the public by publication or otherwise through no act of
the Consultant; (b) which Consultant can establish was independently
developed by a third party who developed it without the use of the
Confidential Information and who did not acquire it directly or
indirectly from Consultant under an obligation of confidence; (c)
which Consultant can show was received by it after the termination of
this Agreement from a third party who did not acquire it directly or
indirectly from the Company under an obligation of confidence; or (d)
to the extent that the Consultant can reasonably
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demonstrate such disclosure is required by law or in any legal
proceeding, governmental investigation, or other similar proceeding,
provided that the Consultant shall give prompt notice so that the
Company may seek a protective order or other appropriate relief. In
the event that such protective order is not obtained, the Consultant
shall disclose only that portion of the Confidential Information which
its counsel advises that it is legally required to disclose.
9. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a statute, rule, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby
and, to this extent, the provisions of this Agreement shall be deemed to be
severable.
10. GOVERNING LAW; VENUE; JURISDICTION. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of New
York, without reference to principles of conflicts or choice of law
thereof. Each of the parties consents to the jurisdiction of the U.S.
District Court in the Southern District of New York in connection with any
dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on
FORUM NON CONVENIENS, to the bringing of any such ----- --- ----------
proceeding in such jurisdictions. Each party hereby agrees that if another
party to this Agreement obtains a judgment against it in such a proceeding,
the party which obtained such judgment may enforce same by summary judgment
in the courts of any country having jurisdiction over the party against
whom such judgment was obtained, and each party hereby waives any defenses
available to it under local law and agrees to the enforcement of such a
judgment. Each party to this Agreement irrevocably consents to the service
of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at it address
set forth herein. Nothing herein shall affect the right of any party to
serve process in any other manner permitted by law. Each party waives its
right to a trial by jury.
11. MISCELLANEOUS.
(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage
prepaid, if to the Company, addressed to it at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Executive Officer or if
to the Consultant, addressed to it at CEOcast, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Administrator,
facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇, or to such address as may hereafter
be designated in writing by one party to the other. Any notice or
other communication hereunder shall be deemed given three days after
deposit in the mail if mailed by certified mail, return receipt
requested, or on the day after deposit with an overnight courier
service for next day delivery, or on the date delivered by hand or by
facsimile with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated above (if
delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal
business hours where such notice is to be received).
(b) This Agreement embodies the entire Agreement and understanding between
the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior arrangements
and understandings related to the central subject matter hereof.
(c) This Agreement has been duly authorized, executed and delivered by and
on behalf of the Company and the Consultant.
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(d) This Agreement and all rights, liabilities and obligations hereunder
shall be binding upon and inure to the benefit of each party's
successors but may not be assigned without the prior written approval
of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereof.
SONOMA COLLEGE, INC.
By:____________/s/____________
CEOCAST, INC.
By:_________/s/_______________
EXHIBIT A