EXHIBIT 10.3
CONSULTING AGREEMENT DATED AUGUST 29, 2003 BY AND BETWEEN COACH
INDUSTRIES GROUP, INC.AND XXXXXXX XXXXXXXXX.
THIS AGREEMENT, effective the 29th day of August, 2003 (the "Agreement"), is by
and between Xxxxxxx Xxxxxxxxx (the "Consultant"), and Coach Industries Group,
Inc. (the "Company").
WITNESSETH:
WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;
WHEREAS, Consultant and the Company desire to expand their
relationship, and the Company desires to enter into a formal consulting
agreement with the Consultant pursuant to which it will engage the Consultant
for general consulting services, including advice regarding mergers,
acquisitions and related matters.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto hereby agree as follows:
1. TERM. Consultant hereby agrees to act as Consultant on behalf
of the Company for a six (6) month term commencing as of the
date hereof (the "Term"). The Company recognizes that the
Consultant has rendered the Services (as defined in Section 2
herein) over the past year and the compensation herein
satisfies any outstanding obligation for such Services.
2. SERVICES. The consulting services to be provided by Consultant
during the Term shall be to advise and consult the Company
regarding general business matters including, but not limited
to the evaluation and analysis of management needs,
prospective mergers, asset, business or other acquisition, and
other business combinations hereinafter ("Business
Combinations") that the Company may ask the Consultant to
undertake. Consultant agrees to devote such time toward the
performance of its duties hereunder as it deems reasonably
necessary. It is not intended that such services require full
time and effort by Consultant or any of its employees. The
Company acknowledges that Consultant and/or its affiliates
will provide consulting advice (of all types contemplated by
this Agreement and otherwise) to others, as well as Coach
Industries Group, Inc. Nothing herein contained shall be
construed to limit and restrict Consultant in conducting such
business with respect to others, or in rendering such advice
to others except in the security information and software
markets.
3. COMPENSATION FOR SERVICES. For and in consideration for the
services rendered and to be rendered by Consultant as provided
herein and in addition to any other compensation previously or
subsequently agreed to be paid to Consultant, Company shall
pay to Consultant the following: One hundred thousand
(100,000) shares of common stock of Coach Industries Group,
Inc. THE CONSULTANT AGREES THAT THE CONSULTANT SHALL NOT SELL
OR TRANSFER THE SHARES OF COMMON STOCK OF COACH INDUSTRIES
GROUP, INC. RECEIVED HEREUNDER FOR A PERIOD OF THREE MONTHS
FROM THE DATE OF THIS AGREEMENT. A "STOP TRANSFER" LEGEND
SHALL BE PLACED ON THE CERTIFICATE TO THAT EFFECT. THE
COMPANY, AT ITS DISCRETION, MAY WAIVE THIS REQUIREMENT AND
REMOVE THE "STOP TRANSFER" LEGEND. The foregoing shall be
referred to as "Compensation". The above compensation shall be
registered using a Form S-8 or any other means required
registering the above compensation. The Company must file with
all the appropriate regulatory authorities including but not
limited to the SEC within 30 days of the execution of this
agreement.
4. ENTIRE AGREEMENT; WAIVERS; EXHIBITS. This Agreement supersedes
any and all agreements, arrangements and understandings
between the parties hereto, entered into or reached prior to
the date hereof. No amendment, waiver or discharge of any
provisions hereof shall be effective unless in writing signed
by the parties hereto. All Exhibits attached hereto or
incorporated herein by reference, together with this
Agreement, shall be and are one complete agreement and
constitute the entire agreement between the parties. This
Agreement shall inure to the successors and assigns of the
parties hereto.
5. NOTICES. All notices and other communication hereunder shall
be in writing and shall be deemed to have been given when
delivered personally, by overnight mail or couriers or three
days after being sent by registered or certified mail, postage
prepaid, return receipt requested, to the address set forth on
the first page of this Agreement or such other address as any
party may notify the other pursuant hereto.
6. HEADINGS. The headings in the Agreement are for purposes of
reference only and shall not be considered in construing this
Agreement.
7. CONSENT TO SERVICE OF PROCESS; JURISDICTION; VENUE. Each of
the parties hereto hereby consents to the personal
jurisdiction of the United States District Court for Florida
in any action, suit or proceeding arising under this Agreement
and agrees to bring any such action, suit or proceeding only
in such courts.
8. ASSIGNMENTS. This Agreement may not be assigned by any party
without the express written consent of the other party.
9. GOVERNING LAW. This Agreement shall be governed and
interpreted in accordance with the laws of the State of
Florida, without regard to the conflict of laws principles
thereof or the actual domiciles of the parties hereto.
10. CONFIDENTIAL INFORMATION. During the Term of this Agreement
and at all times thereafter, Consultant agrees that it will
keep confidential and will not use or divulge to any person,
firm or corporation, without Company's specific, prior consent
in writing (i) any confidential information concerning the
business affairs of Company, or any of its affiliates; (ii)
any trade secrets of Company, or any of its affiliates; or
(iii) any other specialized information or data relating to
Company, the Company's Proprietary Rights, or any participants
therein, heretofore of hereafter learned, acquired or coming
to Consultant's knowledge during the Term. Notwithstanding the
above, the Consultant shall have no liability to Company with
regard to information which (i) was generally known and
available in the public domain at the time it was disclosed or
becomes generally known and available in the public domain
through no fault of Consultant; (ii) was known to Consultant
at the time of disclosure as shown by the files of Consultant
in existence at the time of disclosure; (iii) is disclosed
with the prior written approval of Company; (iv) was
independently developed by Consultant without any use of
confidential information and by employees or other agents of
Consultant who have not been exposed to such confidential
information; (v) becomes known to Consultant from a source
other than the Company without breach of this Agreement by
Consultant and otherwise not in violation of Company's rights;
and (vi) is disclosed pursuant to the order of a court,
administrative agency or other governmental body; provided,
that Consultant shall provide prompt, advanced notice thereof
to enable Company to seek a protective order or otherwise
prevent such disclosure, and provided that Consultant's
disclosure is limited to the expressly required by such court,
administrative agency or other governmental body.
11. INDEPENDENT CONTRACTOR RELATIONSHIP. The services rendered by
Consultant to the Company pursuant to this Agreement shall be
as an independent contractor, and this Agreement does not make
Consultant the employee, agent or legal representative of the
Company for any purpose whatsoever, including, without
limitation, participation in any benefits or privileges given
or attended by the Company to its employees. No right or
authority is granted to Consultant to assume or to create any
obligation or responsibility, express or implied, on behalf or
in the name of the Company. The Company shall not withhold for
Consultant any federal or state taxes from the amounts to be
paid to Consultant hereunder, and Consultant agrees that it
will pay all taxes due on such amounts.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, all effective as of
the date first written above.
COACH INDUSTRIES GROUP, INC.
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Xxxxxxx Xxxxxxxxx
