EXHIBIT 10.2
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Consulting Agreement between Humana Trans Services Group, Ltd. and Comprehensive
Resource Advisors, Inc.
COMPREHENSIVE RESOURCE ADVISORS, INC.
IR/PR CONSULTING AGREEMENT
AGREEMENT made this 15th day of April, 2002, by and between Humana Trans
Services Group, Inc. with its principal place of business located at 000
Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter, CLIENT), a New
York corporation and Comprehensive Resource Advisors with its principal
place of business located at 000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX
00000 (hereinafter, FIRM), a New York corporation, upon terms and
conditions as follows:
FIRM will be an agent for the foregoing services:
a. investor relations
b. press relations {no CLIENT informational material may be issued
for public dissemination without the prior review and express
consent of FIRM}
CLIENT will provide to FIRM: "The DTC Report"; and "The NOBO" report, as
requested.
FIRM will be available to render all services represented during normal and
customary working hours.
FIRM will at all time render the foregoing, and all other services, on a
"best efforts" basis.
It is understood and agreed to by the CLIENT, its employees, agents, and
assignors, that during the term of this AGREEMENT the FIRM shall be CLIENT
representative for all the advisory and consulting services set forth
hereinabove.
1. COMPENSATION
a. A non refundable retainer of CLIENT common stock shall be paid by
CLIENT to FIRM as follows:
(i) 190,000 shares of CLIENT common stock free of any legend and
fully tradable within 10 days of the effective date of this
contract. This clause shall survive in the event of any future
funding from any source whatsoever post contract for any
introduction during the contract term.
b. The stock portion of the retainer referred to in Section "1a(i)", set
forth hereinabove shall be delivered to FIRM at 000 Xxxxxxxxxxx Xxxx
Xxxxx 000, X.X., 00000, by CLIENT, in a form described in section
"1a(i)" above.
c. From time to time FIRM will present for payment, receipts for
necessary and reasonable business expenses for any and all tasks
assigned by CLIENT to FIRM, or undertaken by FIRM in furtherance of
CLIENT business goals and objectives,
including but not limited to travel and entertainment, material
supplies, filings, press releases, and other professional fees. It is
agreed that these expenses which represent "out of pocket" costs, if
any, incurred by FIRM in behalf of CLIENT, will be reimbursed by
CLIENT on a "forthwith" basis.
d. Failure by CLIENT to perform obligations as per the terms of paragraph
1 - {COMPENSATION} and or any clause pertaining to reimbursement may
result in FIRM withholding future services until the compensation is
satisfied and current.
2. CONFIDENTIALITY
FIRM agrees that it will not, without consent, communicate to any
individual or business entity information relating to any confidential
material which it might from time to time acquire with respect to the
business of CLIENT, its affiliates or subsidiaries. This clause shall
survive for one year after the termination of this AGREEMENT.
3. DEFENSE AND INDEMNIFICATION
CLIENT agrees, at its sole expense, to defend FIRM, and to indemnify and
hold the FIRM harmless from, any claims or suits by a third party against
the FIRM or any liabilities or judgments based thereon, either arising from
FIRM performance of services for CLIENT under this AGREEMENT or arising
from any CLIENT products which result from FIRM performance of general
services under this AGREEMENT.
4. TERMS AND TERMINATION
This AGREEMENT with all rights and privileges pertaining thereto shall be
for a term of not less than18 months from the date hereof and shall be
deemed automatically renewed upon its same terms and conditions for an
additional 12 month period unless, not less than 60 days prior to
expiration, either party serves upon the other written notice to terminate.
Said notices shall be in conformance with paragraph "5c." set forth herein.
5. MISCELLANEOUS
a. Any and all work generated on behalf of CLIENT including but not
limited to: databases, models, charts and, presentations, is the work
product of and shall remain the sole property of FIRM.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and neither FIRM nor CLIENT shall have
authority to bind or act as agent for the other or for their
respective employees for any purpose, unless specifically agreed to in
writing and is executed by an officer of each party.
c. Notice given by one party to the other hereunder shall be in writing
and deemed to have been properly given if deposited with the United
States Postal Service, registered or certified mail, addressed as
follows:
CLIENT HUMANA TRANS SERVICES GROUP, INC.
000 XXXXXXXXXXX XXXX, XXXXXXXX, XXX XXXX 00000
FIRM COMPREHENSIVE RESOURCE ADVISORS, INC.
000 XXXXXXXXXXX XXXX XXXXX 000, XXXXXXXX, XX 00000
d. This AGREEMENT replaces any previous AGREEMENT and the discussions
relating to the subject matters hereof and constitutes the entire
AGREEMENT between CLIENT and FIRM with respect to the subject matters
of this AGREEMENT. This AGREEMENT may not be modified in any respect
by any verbal statement, representation, or writing made by any
employee, officer, or representative of CLIENT or FIRM unless such
writing is in proper form and executed by an officer of each party.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the
date first stated above. This AGREEMENT is bound under the Laws of the
State of New York and shall be construed and enforced in accordance with
those laws. Any remedies on breach of the AGREEMENT will be determined
exclusively through binding arbitration provided by the New York State
court system.
By: ___________________________ ________________
Xxx Xxxxxxxxxx - President, Comprehensive Date
By: ___________________________ ________________
Xxxxx Xxxxxxx - President, Humana Trans Date
