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1.
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Term of
Consultancy. The Company engages Consultant to act
in a consulting capacity to the Company, and Consultant agrees to provide
services to the Company commencing on the date first set forth above and
ending 12 months thereafter. The parties may agree to end the
agreement during the term by mutual consent or unilaterally at the end of
a quarter by giving 90 days written
notice.
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2.
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Duties of
Consultant. Consultant will generally provide the
following consulting services (the “Services”) during the term of this
Agreement:
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a.
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Provide
accounting services as would be required by the Company’s Chief Financial
Officer, including the responsibility of timely filing of all required
documents for a public company, including reports required under the
federal securities laws;
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b.
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Work
directly with senior management of the Company in the areas of strategic
planning and financial management including
accounting;
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c.
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Perform
the functions generally assigned to full-time Chief Financial
Officer including the support of ongoing operations, financial
reporting, signing of documents on behalf of the Company as its CFO,
attendance at and preparation of Proxy Statements for Annual Shareholders
Meeting, and other resource management as
necessary;
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d.
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The
person who agrees to act as Chief Financial Officer must be approved by
the Company’s Board of Directors and is subject to being replaced by the
Company’s Board of Directors. The Chief Financial Officer shall
be responsible for executing the Sarbanes-Oxley Act of 2002 certifications
in the Company’s Forms 10-Q and 10-K and executing any registration
statements and providing such other certifications as may be customarily
provided by a chief financial officer or chief accounting officer,
including under the federal securities laws. The Chief Financial Officer
shall also provide any calculations, certifications and written reports as
may be requested by any lenders to the
Company.
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3.
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Allocation of Time and
Energies. The Consultant will perform the Services in a
professional manner in accordance with accepted industry standards and in
compliance with applicable federal, state and local laws and regulations.
Although no specific hours-per-day requirement will be required, the
parties acknowledge and agree that Consultant will initially spend an
average of 2 days per month on site at the Company’s location. It is
understood that the Company is entering into this Agreement with the
understanding that Michael Hull will be the principal of Consultant during
the entire term of this Agreement. It is also understood that
Mr. Hull may elect to involve other consultants in the performance of the
Consultant’s duties who will be compensated by Consultant unless otherwise
agreed in advance by the Company. The individual serving as
“Chief Financial Officer” of the Company as part of Consultant’s duties
hereunder shall be compensated solely by the Consultant and the Company
shall have no further obligation to provide additional compensation to
such individual.
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4.
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Remuneration. As
full and complete compensation for Consultant’s agreement to perform the
Services, the Company shall compensate the Consultant as
follows:
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5.
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Expenses. Consultant
agrees to pay for all its expenses other than extraordinary items for
which the Company will reimburse Consultant its reasonable, documented
out-of-pocket expenses. Such extraordinary items include travel
and entertainment required by/or specifically requested by the Company,
professional fees incurred by professionals retained on behalf of the
Company for the purposes of the Company’s legal compliance such as tax
return preparation, audit, legal and any other expenses related to the
Company’s regulatory compliance.
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6.
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Work Location.
The Consultant will primarily perform its duties on site at the Company’s
offices. Where necessary, and by prior approval, Consultant is
available to travel at the Company’s request. The Company will
supply a working environment commensurate with a senior management
position at the company including technical support as
necessary. Consultant will supply its own computing equipment
complete with general business software. Any additional
requirements such as specialized software or supplies specifically
required for the performance of Consultant’s duties at the Company will be
supplied in a timely manner at the expense of The
Company.
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7.
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Indemnification.
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a.
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The
Company agrees to indemnify and hold harmless Consultant, its officers,
directors, employees, affiliates and agents harmless from and against any
and all losses, claims, damages and liabilities, related to or arising out
of any breach by the Company of its obligations under this Agreement
and/or the Company’s actions in connection with the transactions and/or
activities contemplated herein. Provided, however, the Chief
Financial Officer shall be indemnified solely in accordance with the
Company’s standard Indemnification
Agreement.
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b.
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Consultant
agrees to indemnify and hold harmless Company, its officers, directors,
employees, affiliates and agents harmless from and against any and all
losses, claims, damages and liabilities, related to or arising out of any
breach by Consultant of its obligations under this Agreement and/or the
Consultant’s actions in connection with the transactions and/or activities
contemplated herein.
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8.
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Representations.
The Company warrants and represents that all oral communications, written
documents or materials furnished to Consultant are accurate, and the
Consultant warrants and represents that all communications by Consultant
with third parties, with respect to the financial affairs, operations,
profitability and strategic planning of the Company, will be in accordance
with information provided to it by the Company. The Consultant, but not
the Chief Financial Officer, may rely upon the accuracy of the information
provided by the Company without independent investigation. Consultant
represents that it is not required to maintain any licenses and
registrations under federal or any state regulations necessary to perform
the Services set forth herein. Consultant acknowledges that to the best of
its knowledge, the performance of the Services will not violate any rule
or provision of any regulatory agency having jurisdiction over Consultant.
The Company acknowledges that to the best of its knowledge that it has not
violated any rule or provision of any regulatory agency having
jurisdiction over the Company. The Company also acknowledges that, to the
best of its knowledge, the Company is not the subject of any
investigation, claim, decree or judgment involving any violation of the
SEC or securities laws.
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9.
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Status as Independent
Contractor. Consultant’s engagement (including without limitation
that of the Chief Financial Officer) pursuant to this Agreement shall be
as independent contractor, and not as employee, officer or other agent of
the Company. Neither party to this Agreement (or its employees) shall
represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided hereinabove is
a gross amount of consideration and that the Company will not withhold
from such consideration any amounts as to income taxes, social security
payments or any other payroll taxes. All such income taxes and other such
payment shall be made or provided for by Consultant (including in respect
of payments made by Consultant to the Chief Financial Officer) and the
Company shall have no responsibility or duties regarding such matters.
Neither the Company nor the Consultant possesses the authority to bind
each other in any agreements, without the express written consent of the
entity to be bound.
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10.
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Attorneys'
Fees. If any legal action(s) or any arbitration or other
proceeding(s) is brought for the enforcement or interruption of the
Agreement, or because of alleged dispute, breach, default or
misrepresentation in connection with or related to this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorney's' fees and other costs in connection with that action(s) or
proceeding(s), in addition to any other relief to which they may be
entitled.
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11.
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Waiver. The
waiver by either party of a breach of any provision of this agreement by
the other party shall not operate or be construed as a waiver of any
subsequent breach by such other
party.
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12.
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Notices. All
notices, requests, and other communications hereunder shall be deemed to
be duly given if sent by U.S. mail, postage prepaid, addressed to the
other party at the address set forth herein
below:
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Palm
City, FL 34990
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Palm
City, FL 34990
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13.
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Choice of Law,
Jurisdiction and Venue. This Agreement shall be governed
by, construed and enforced in accordance with the internal laws of the
State of Florida, without giving effect to its conflict of laws or choice
of law principles.
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14.
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Arbitration. Any
controversy or claim arising out of or relating to this Agreement, or the
alleged breach thereof, or relating to Consultant's activities or
remuneration under this Agreement, shall be settled by binding arbitration
in West Palm Beach, Florida in accordance with the applicable rules of the
American Arbitration Association, and judgment on the award rendered by
the arbitrator(s) shall be binding on the parties and may be entered in
any court having jurisdiction.
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15.
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Complete
Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. This Agreement and its
terms may not be changed orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is
sought.
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16.
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Confidentiality. Consultant
hereby acknowledges that Consultant and its directors, officers,
employees, agents or advisors (including, without limitation, attorneys,
accountants, consultants, bankers and financial advisors) (collectively,
“Representatives”)
may receive Confidential Information of the Company during the performance
of its duties under the Agreement and that Consultant and its
Representatives shall use the Confidential Information for the purposes
set forth in this Agreement. Consultant agrees that it and its
Representatives will keep the Confidential Information confidential and
that Consultant and its Representatives will not disclose any of the
Confidential Information except in such manner as to which the Company
consents and Consultant shall be responsible for any breach of
this Agreement by any of its Representatives and agrees to take reasonable
measures (including but not limited to court proceedings) to restrain its
Representatives from prohibited or unauthorized disclosure of the
Confidential Information. The term “Confidential Information”
means any information concerning the Company (whether prepared by the
Company or its advisors) which is furnished to Consultant or to its
Representatives now or in the future by or on behalf of the Company in
accordance with the provisions of this Agreement but does not
include information which (i) is or becomes generally available to the
public other than as a result of a disclosure by Consultant or its
Representatives in violation of this Agreement, (ii) was within
Consultant’s possession prior to its being furnished to Consultant by or
on behalf of the Company pursuant hereto or (iii) becomes available to
Consultant on a non-confidential basis from a source other than the
Company or any of its Representatives, provided that such source is not
bound by a confidentiality agreement with or other contractual, legal or
fiduciary obligation of confidentiality to the Company or any other party
with respect to such information. In the event that Consultant
or any of its Representatives are requested or required (by
oral questions, interrogatories, requests for information or documents in
legal proceedings, subpoena, civil investigative demand or other similar
process) to disclose any of the Confidential Information, Consultant shall
provide the Company with written notice of any such request or requirement
so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this
Agreement. If, in the absence of a protective order or other
remedy or the receipt of a waiver by the Company, Consultant or any of its
Representatives are nonetheless, legally required to disclose Confidential
Information to any tribunal, Consultant or its Representative
may, without liability hereunder, disclose to such tribunal that portion
of the Confidential Information which counsel advises Consultant is
legally required to be disclosed.
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17.
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Acknowlegement. Consultant
acknowledge that it is aware that the United States securities laws
restrict, under certain circumstances, persons who have material,
non-public information of the Company from selling purchasing or
securities of the Company or from communicating such information to any
other person under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such securities of the
Company. Consultant consents that Consultant and its employees,
affiliates and other representatives will not violate any provisions of
the aforementioned laws or the analogous laws of any state or other
jurisdiction.
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"The
Company"
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Information Systems Associates,
Inc.
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"Consultant"
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WSR Consulting,
Inc.
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