CONSULTING AND FEE AGREEMENT
Exhibit 10.6
CONSULTING AND FEE
AGREEMENT
This
Agreement, dated as of July 1st, 2009, is between Internet Marketing Solutions,
Inc. / ▇▇▇▇▇▇ ▇▇▇▇▇▇ President, (“CONSULTANT") and Sungro Minerals,
Inc. and affiliates ("CLIENT"
or “Sungro”), (collectively the Parties).
RECITALS
A.CLIENT desires to retain
CONSULTANT to render
consulting and advisory services for CLIENT on the terms and
conditions set forth in this Agreement and CONSULTANT desires to be
retained by CLIENT on
such terms and conditions.
B.
Internet Marketing Solutions, Inc. has introduced Sungro Minerals and
its affiliates to ▇▇▇▇▇ Van Ert/▇▇▇▇ ▇▇▇▇▇▇▇ (Conglomerate Mesa) for the purpose
of Conglomerate Mesa to merge with Sungro Minerals, Inc. (stock symbol SUGM) a
public company controlled by ▇▇▇ ▇▇▇▇▇ and its affiliates.
C. This
agreement will set forth the understanding between the Parties subsequent to a
Definitive Agreement between Conglomerate Mesa and Sungro Minerals,
Inc.
NOW, THEREFORE, CLIENT and CONSULTANT agree as
follows:
Retention of
Consultant;
1. Services to be Performed.
CLIENT hereby retains
CONSULTANT for the term
of this Agreement to perform the consulting services on an as needed basis.
These services will include but will not be limited to business development,
strategic planning, technology implementation, public relations, and mergers and
acquisitions. In rendering Services hereunder, CONSULTANT shall be acting as
an independent contractor and not as an employee or agent of CLIENT. As independent
contractors, neither CONSULTANT nor CLIENT shall have any
authority, express or implied, to commit or obligate the other in any manner
whatsoever, except as specifically authorized from time to time in writing by an
authorized representative of CONSULTANT or CLIENT, as the case may be,
which authorization may be general or specific. Nothing contained in this
Agreement shall be construed or applied to create a partnership. CONSULTANT shall be
responsible for the payment of all federal, state or local taxes payable with
respect to all amounts paid to CONSULTANT under this
Agreement.
2. Compensation for Consulting
Services. For consulting services with Sungro and Conglomerate Mesa, Inc.
the Parties agree that CLIENT shall pay to CONSULTANT ten percent (10%)
of the gross value of the project received by CLIENT including cash, stock
and stock purchase warrants.
3. Billing. CONSULTANT shall invoice
CLIENT for any
compensation due as a result of a deal signed with Conglomerate Mesa, Inc. and
Sungro. Payment on invoices so provided shall be due upon receipt.
4. Confidential Information.
Confidential information of any nature that either party acquires regarding any
aspect of the other party's business shall be treated in strict confidence.
Information so obtained shall not be divulged, furnished or made accessible to
third parties without the written permission of the other party to this
Agreement. Both parties retain the right to do business with third parties in
matters that may be competitive with the interests of the other party to this
Agreement. However, the confidentiality constraints above shall be binding and
have precedence over these business matters. Upon termination of this Agreement,
the terms of this paragraph shall remain in effect for three years
5.
Non-Circumvent. The undersigned parties, intending to be
legally bound, hereby irrevocably agree not to circumvent, avoid, bypass, or
obviate each other, directly or indirectly, to avoid payment of fees,
commissions, or any other form of compensation in any transaction with any
corporation, partnership, or individual, revealed by either party to the other
in connection with any agreements between the parties. In
the event of circumvention, either directly or indirectly, the circumvented
party shall be entitled to a legal monetary penalty equal to the maximum
services fee it should have realized from such transactions, including all legal
expenses in the recovery of funds. The parties undersigned agree to
notify the other party prior to the request for any contract and upon reaching
of an agreement of any kind.
6. Term and Termination. (a)
Unless terminated at an earlier date in accordance with Section 7(b), this
Agreement shall commence as of the date first written above and shall continue
until one year. (b) This Agreement shall be terminated for no cause when either
party gives at least thirty days written notice to the other party of the intent
to terminate this Agreement. CONSULTANT shall be entitled
to receive from CLIENT
all fees resulting from any referrals given up to that date for the remainder of
the life of the relationship between the CLIENT and such
referrals.
7. Indemnification. CLIENT agrees to indemnify,
defend and hold harmless CONSULTANT against any and
all loss, liability, expenses and costs (including attorneys' fees, judgments,
fines and amounts paid in settlement) actually and reasonably incurred by CONSULTANT in connection with
any threatened, pending, completed or future action suit or proceeding to which
CONSULTANT is, or is
threatened to be, made a party arising from or related to Services that have
been provided hereunder. The terms of this Section 8 are non revocable and shall
survive the termination of this Agreement.
8. Disputes. Any action based
on this Agreement, including disagreement, disputes regarding the terms and
conditions, alleged breaches of contract, and remedies under contract, shall be
governed by the laws of the State of Rhode Island and shall be adjudicated
exclusively by a court of competent jurisdiction in Rhode Island.
9. Attorney’s
Fees. Should either party default in the
terms or conditions of this Agreement and suit be filed as a result of such
default, the prevailing party shall be entitled to recover all costs incurred as
a result of such default including all costs and reasonable attorney fees
through trial and appeal.
10. Miscellaneous. (a) Entire
Agreement. This Agreement (including the exhibits, schedules and other documents
referred therein) constitutes the entire agreement between the parties with
respect to the subject matter hereof. This Agreement supersedes any and all
prior agreements, oral or written, between the parties with respect to the
subject matter hereof. (b) Severability. If any provision of this Agreement is
for any reason declared to be invalid or unenforceable, the validity and
enforceability of the remaining provisions shall not be affected thereby. Such
invalid or unenforceable provision shall be deemed modified to the extent
necessary to render it valid and enforceable, and if no modification shall
render it valid and enforceable, this Agreement shall be construed as if not
containing such provision and the rights and obligations of the parties shall be
construed and enforced accordingly. (c) Amendment, Waiver, Modification or
Termination. No amendment, waiver or termination or modification of this
Agreement shall be binding unless it is in writing and signed by both CONSULTANT and CLIENT and dated subsequent
to the date hereof. Performance of work by CONSULTANT and/or acceptance
of payment by CONSULTANT for work performed
and/or work to be performed for CLIENT beyond the scope of
this Agreement does not constitute acceptance by CONSULTANT of amendments or
modifications to this Agreement nor shall they be binding. (d) Assignment. This
Agreement and the rights and obligations of the parties hereunder shall not be
assignable by either party without prior written consent of the other party. (e)
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives and, to the extent permitted by subsection (d), successors and
assigns of the parties hereto.
IN
WITNESS WHEREOF, CLIENT
and CONSULTANT have
executed this Agreement as of the date set forth in the first
paragraph.
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇, Internet Marketing Solutions, Inc. |
| /s/ ▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇▇, CEO Sungro Minerals, Inc. |