Exhibit 10.2
INVESTSOURCE, INC.
Your One-Stop Source For Investor Services
CONSULTING SERVICES AGREEMENT
The following Consulting Services Agreement (the "Agreement") is entered
this 31st day of July 2005 by and between Millenium Holding Group, Inc., a
Nevada corporation ("Client"), and InvestSource, Inc. ("Consultant"), with
reference to the following:
READINGS/RECITALS
A. The Client desires to be assured of the association and services of the
Consultant in order to avail itself of the Consultant experience, skills,
abilities, knowledge, and background to facilitate long range strategic Investor
Relations 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.
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. APPOINTMENT. Client hereby engages Consultant on a non-exclusive basis,
and Consultant hereby accepts the engagement to become 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:
* Formation and Implementation of a Strategic Financial Marketing Plan
* Online and Traditional Marketing to investors, Brokers and
Institutions
* Account executives to answer phone calls and questions
* Shareholder database and maintenance
* 1 page fact sheet published & syndicated to News wires
* Press Releases->Writing, Review, Editing, and Enhanced Distribution
* Review Strategic Alliances, Mergers and Acquisitions, Capital
Formation Sources
* Market Maker and Investment Banking Introductions
* Strategic sales Planning and implementation
* Posting of fact sheet to home page
* Press release Alert distributions for a period of 90 days
* 10 million single opt in emails
Notwithstanding anything contained herein to the contrary, it is clearly
understood and agreed to by the parties hereto that the aforementioned services
to be provided by Consultant may or may not involve any capital raising efforts
or promotion of the Client's securities. Any such efforts will be expressly
stated, with pertinent details outlining the capital raising effort or
promotion. 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 and Client is not obligated
to accept any recommendations or close any transactions submitted by Consultant.
Consultant shall at all times comply with all State and Federal Securities Laws,
rules and regulations and shall not make any statements concerning the Client to
any third parties without Client consent. Consultant agrees to indemnify and
hold Client harmless from any breach of the securities laws of any state or any
federal law, rule, or regulation unless such breach is caused by the direct
action of the Client.
Initials ____ (Client) ____ (Consultant)
xxx.xxxxxxxxxxxx.xx
000-000-0000 xxx 0000
0000 Xxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx XX. 00000
2. DUE DILIGENCE REQUIREMENTS. The Client shall supply and deliver to the
Consultant all information relating to the Client Company's business as may be
reasonably requested by the Consultant to enable the Consultant to make an
assessment of the Company and its business prospects and provide the Consulting
Services.
3. TERM. The term ("Term") of this Agreement shall commence on the date
hereof and continue for ninety (90) days. At the end of the ninety days, the
proposed Agreement will nullify and cease unless written notification is agreed
to by both parties that said contract shall remain in full effect for the same
length of time and under the same terms as the present contract no less than ten
(10) days prior to the expiration of the present Agreement. This process of
renewal will continue upon expiration of each and every succeeding contract
period until either party specifically nullifies the renewal in writing no less
than the designated period to the expiration of said contract that is in effect.
Either party may cancel this Agreement immediately with 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. (see item 10 "Notices")
4. COMPENSATION AND FEES. As consideration for Consultant entering into
this Agreement, Client and Consultant shall agree to the following:
(a) Client shall pay five ($5,000 US) and forty five thousand shares
(45,000) under rule 144 of Millenium Holding Group, Inc. (stock
symbol: MNHG.OB) upon signature of this contract. This same amount
shall be due upon automatic renewal of this contract as described in
Section 3 above, unless alternate compensation has been agreed to by
both parties in writing no less than ten (10) days prior to the
commencement of the renewed contract. Securities shall be issued under
rule 144 with a restriction for one year when it will become free of
all liens and encumbrances 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. The restricted stock
shall also have "piggy back" rights to where during the period of one
year there is another registration of stock this stock shall become
free trading once the legend is removed.
5. REPRESENTATIONS, WARRANTS AND COVENANTS. The Client represents warrants
and covenants to the Consultant as follows:
A. The Client and the Consultant have 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.
B. The business and operations of the Client and Consultant 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,
Consultant or their 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 Consultant or cause acceleration under any arrangement,
agreement or other instrument to which the Client or Consultant is a party or by
which any of its assets are bound. The Client and Consultant, respectively, have
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.
6. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. Services rendered by
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 Company's business or
Initials ____ (Client) ____ (Consultant)
xxx.xxxxxxxxxxxx.xx
000-000-0000 xxx 0000
0000 Xxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx XX. 00000
that there will be any specific result or improvement from the Consultant's
efforts. Consultant acknowledges and agrees that all information deemed
confidential, valuable, and/or proprietary 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.
7. 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.
8. 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 Irvine, California. Any decision
issued there-from shall be binding upon the parties and shall be enforceable as
a judgment in any court of competent jurisdiction. 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.
9. 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, (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: Millenium Holding Group, Inc.
Attention: Xxxxxxx Xxx, President
00 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
If to Consultant: InvestSource, Inc.
Attention: Xxx Sahachaisere, President
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
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.
10. MISCELLANEOUS. 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.
Initials ____ (Client) ____ (Consultant)
xxx.xxxxxxxxxxxx.xx
000-000-0000 xxx 0000
0000 Xxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx XX. 00000
11. 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.
12. PRIVILEDGE/CONFIDENTIALITY. This specified agreement between Millenium
Holding Group, Inc. and InvestSource requires confidentiality. This contract or
agreement containing any terms or conditions contained herein cannot be
distributed to any third party, or any other acting outside this agreement,
without express written permission from both parties herein. This agreement, and
the terms specified in the agreement are to be held confidential between the
company ("the client") and InvestSource ("the consultant"), subject only to
financial/ legal disclosure requirements.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date written above.
"Client": Millenium Holding Group, Inc.
Signature:
-------------------------------
Xxxxxxx X. Xxx, President
"Consultant": InvestSource
Signature:
-------------------------------
Xxx Sahachaisere, President
Initials ____ (Client) ____ (Consultant)
xxx.xxxxxxxxxxxx.xx
000-000-0000 xxx 0000
0000 Xxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx XX. 00000
