The Good One, Inc
The
Good One, Inc
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This
Financial Consulting Services Agreement (the “Agreement”) is entered this 18th
day of January, 2007 by and between The Good One, Inc.
(“Consultant”), a Nevada corporation,
and Green Energy Live, Inc. a
Nevada corporation, with reference to the following:
Preliminary
Statement
A. The
Client desires to be assured of the association and services of the Consultant
in order to avail itself of the Consultant’s 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 Consultant upon the terms and conditions set forth herein.
Consultant desires to be assured, and Client desires to assure Consultant,
that,
if Consultant associates with Client and allocates its resources necessary
to
provide Client with its services as Client requires and expects, Consultant
will
be paid the consideration described herein and said consideration will be
nonrefundable, regardless of the circumstances.
B. The
Consultant agrees 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:
1.
Engagement.
Client
hereby engages Consultant on a non-exclusive basis, and Consultant hereby
accepts the engagement to become a financial consultant 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:
a.
Providing assistance with due
diligence processes, capital structures, and capital resources such as
accredited investors, private equity participants, micro/small cap equity
funds,
broker/dealers, and institutional investor relationships;
b.
Structuring and providing
alternative sources for accounts receivable, purchase order and other
asset-based or cash flow financing;
c.
Identify and coordinate
investor relations services;
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d.
Guidance and assistance in
available alternatives to maximize shareholder value;
e.
Development of potential
strategic alliances, mergers and acquisitions;
f.
Periodic preparation and
distribution of research reports and other information to the broker/dealer
and
investment banking community.
It
shall
be expressly understood that Consultant shall have no power to bind Client
to
any contract or obligation or to transact any business in Client’s name or on
behalf of Client in any manner.
It
is
expressly understood and agreed by Client that, in reliance upon Client’s
representations, warranties and covenants contained herein, immediately upon
execution and delivery of this Agreement by Client, Consultant is setting aside
and allocating for the benefit of Client valuable resources (including, without
limitation, capital and reservation of work schedules of employees) required
to
fulfill Consultant’s obligations described in paragraph B.1. hereof. In doing
so, Consultant agrees to forebear from undertaking other opportunities and
commitments (that would result in enrichment to Consultant) in order to be
available to provide Client the services contemplated by this
Agreement.
2. Term.
The term (“Term”) of this
Agreement shall commence on the date hereof and continue for six (6) months.
The
Agreement may be extended upon agreement by both parties, unless or until the
Agreement is terminated. Either party may cancel this Agreement upon five (5)
days written notice in the event either party violates any material provision
of
this Agreement and fails to cure such violation within five (5) days of written
notification of such violation from the other party. Such cancellation shall
not
excuse the breach or non-performance by the other party or relieve the breaching
party of its obligation incurred prior to the date of cancellation, including,
without limitation, the obligation of Client to pay the nonrefundable
consideration described in paragraph B.5. hereof.
3. Due
Diligence. The
Client shall supply and deliver to the Consultant all information relating
to
the Client’s business as may be reasonably requested by the Consultant to enable
the Consultant to make an assessment of Client’s company and business prospects
and provide the consulting services described in paragraph B. 1.
hereof.
4. Expenses:
The
Client agrees to reimburse Consultant for all
reasonable out of pocket
travel,
accommodations, and meal expenses incurred in connection with the performance
of
its obligations under this agreement.
5. Compensation
and Fees.
As consideration for Consultant entering into this Agreement, Client
agrees to pay and deliver to Consultant the following consideration, which
consideration is nonrefundable regardless of the circumstances:
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a.
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Client
shall issue certificates representing an aggregate of Fifteen Million
(15,000,000) shares of common stock (the “Shares”). The shares issued to
the Consultant on the date hereof shall have the status of “restricted”
securities as the term is defined by Rule 144 under the Securities
Act of
1933, as amended. These shares are non-cancelable and shall have
piggyback
registration rights upon the first SEC registration filed by the
Client.
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b.
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A
monthly consulting fee of $20,000 commencing March 1, 2007, payable
by
month end each month.
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The
Shares, when issued to Consultant, will be duly authorized, validly issued
and
outstanding, fully paid and nonassessable and will not be subject to any liens
or encumbrances.
Securities
shall be issued to Consultant in accordance with a mutually acceptable plan
of
issuance as to relieve securities or Consultant from restrictions upon
transferability of shares in compliance with applicable registration provisions
or exemptions.
After
careful review and extensive discussions and negotiations between Client and
Consultant and their advisors, Client agrees that, when received by Consultant,
the above-described consideration shall be nonrefundable regardless of the
circumstances, whether foreseen or unforeseen upon execution and delivery of
this Agreement. Client further acknowledges and agrees that said consideration
is earned by Consultant: (1) upon Client’s execution and delivery of the
Agreement and prior to the provision of any service hereunder; (2) in part,
by
reason of Consultant’s agreement to make its resources available to serve Client
and as further described in the Preliminary Statement and elsewhere herein;
and
(3) regardless of whether Client seeks to terminate this Agreement prior to
consultant’s delivery of any services hereunder. If Client takes any action to
terminate this Agreement or to recover any consideration paid or delivered
by
Client to Consultant other than by reason of Consultant’s gross negligence or
willful misconduct, Consultant shall be entitled to all available equitable
remedies, consequential and incidental damages and reasonable attorneys’ fees
and costs incurred as a result thereof, regardless of whether suit is filed
and
regardless of whether Client or Consultant prevails in any such
suit.
6.
Representations,
Warrants
and Covenants. The Client represents, warrants and covenants to the
Consultant as follows:
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a.
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 Consultant, 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.
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b.
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 an 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.
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7.
Exclusivity:
Performance:
Confidentiality. The services of Consultant hereunder shall not be
exclusive, and Consultant and its agents may perform similar or different
services for other persons or entities whether or not they are competitors
of
Client. The Consultant agrees that it will, at all times, faithfully and in
a
professional manner perform all of the duties that may be reasonably required
of
the Consultant pursuant to the terms of this Agreement. Consultant shall be
required to expend only such time as is necessary to service Client in a
commercially reasonable manner. The Consultant does not guarantee that its
efforts will have any impact upon the Client's business or that there will
be
any specific result or improvement from the Consultant's efforts. Consultant
acknowledges and agrees that confidential and valuable information proprietary
to Client and obtained during its engagement by the Client, shall not be,
directly or indirectly, disclosed without the prior express written consent
of
the Client, unless and until such information is otherwise known to the public
generally or is not otherwise secret and confidential.
8.
Independent
Contractor.
In its performance hereunder, Consultant and its agents shall be an
independent contractor. Consultant shall complete the services required
hereunder according to his own means and methods of work, shall be in the
exclusive charge and control of Consultant and which shall not be subject to
the
control or supervision of Client, except as to the results of the work. Client
acknowledges that nothing in this Agreement shall be construed to require
Consultant to provide services to Client at any specific time, or in any
specific place or manner. Payments to consultant hereunder shall not be subject
to withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
9.
Arbitration
and Fees.
Any controversy or claim arising out of or relating to this Agreement,
or
breach thereof, may be resolved by mutual agreement: or if not, shall be settled
in accordance with the Arbitration rules of the American Arbitration Association
in Newport Beach, California. Any decision issued there from shall be binding
upon the parties and shall be enforceable as a judgment in any court of
competentjurisdiction.
The prevailing party in such arbitration or other proceeding shall be entitled,
in addition to such other relief as many be granted, to a reasonable sum as
and
for attorney’s fees in such arbitration or other proceeding which may be
determined by the arbitrator or other officer in such proceeding. If collection
is required for any payment not made when due, the creditor shall collect
statutory interest and the cost of collection, including attorney’s fees whether
or not court action is required for enforcement. The prevailing party in any
such proceeding shall also be entitled to reasonable attorneys’ fees and costs
in connection all appeals of any judgment.
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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: Green Energy Live, Inc.
Attention:
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Address:
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Facsimile:
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If
to Consultant: The Good One, Inc.
Attention:
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Address:
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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. Additional
Provisions.
No waiver of any of the provisions of this Agreement shall be deemed
or
shall constitute a waiver of any other provision and no waiver shall constitute
a continuing waiver. No waiver shall be binding unless executed in writing
by
the party making the waiver. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by all parties. This
Agreement constitutes the entire agreement between the parties and supersedes
any prior agreements or negotiations. There are no third party beneficiaries
of
this Agreement.
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This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of California, regardless of laws of conflicts.
12. 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.
13. Preliminary
Statement.
The Preliminary Statement is incorporated herein by this reference and
made a material part of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date
first written above.
“Client”
Green
Energy Live, Inc.
Signature:
/s/ ▇▇▇▇▇
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name: ▇▇▇▇▇
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title: President/CEO
“Consultant”
The
Good
One, Inc.
Signature:/s/▇▇▇▇▇
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name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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title: President
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