EXHIBIT 10.5
CONSULTING AGREEMENT
This Agreement is made effective as of this 23rd day of October, 2003, by and
between INNOVATIVE TECHNOLOGIES, INC., a Kentucky corporation, operating under
Federal Tax Identification Number 00-0000000, (hereinafter "Consultant") and
EQUITY TECHNOLOGIES & RESOURCES, INC., a Delaware Corporation (hereinafter
"Company").
WHEREAS, in this Agreement, the party who is contracting to receive services
shall be referred to as the COMPANY, and the party who will be providing the
services shall be referred to as the CONSULTANT; and,
WHEREAS, the CONSULTANT through its Principal/s, has training and/or experience
in commercial banking; public and private business acquisitions/sales/mergers
/restructuring involving negotiation - brokerage - evaluation; public/private
development agreements; networking - corporate or political; public and media
relations; governmental relations; and is willing to provide services to the
COMPANY based on said training and experience; and,
WHEREAS, the COMPANY has enjoyed a satisfactory relationship with Consultant in
the past, desires to have specific services provided by the Consultant, and,
NOW, THEREFORE, in consideration of the terms and conditions hereof and other
good and valuable consideration, the aforementioned parties do hereby agree as
follows:
1. DESCRIPTION OF SERVICES: Beginning on the 24th day of October, 2003 agrees
to provide and will continue until such time as this agreement is
terminated, ended, or prolonged by mutual agreement, the CONSULTANT has and
will provide the following services (collectively, the "services"): The
CONSULTANT will offer its expertise and experience in assisting the COMPANY
in areas including, but not limited to those services provided hereinabove
and including assisting the COMPANY in restructuring/merger effort/s with
the goal of the COMPANY becoming a vibrant, profitable business, actively
traded in the public market place resulting in a strong shareholder base.
2. PERFORMANCE OF SERVICES: The manner in which the Services are to be
performed shall be determined by the CONSULTANT and the COMPANY will rely
on the CONSULTANT to do whatever may be reasonably necessary to fulfill its
obligations under this agreement. The CONSULTANT agrees to make the best
effort possible to fulfill the requests of the Company.
3. PAYMENT: The COMPANY will pay a fee to the CONSULTANT for its Services of
$25,000 Cash or in lieu of cash, predicated on the current trading price of
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$.025 per share, 1,000,000 Shares of Common Stock issued under SEC Rule
S-8, upon execution of this agreement. If the services provided results in
the restructuring of the common stock of COMPANY with a Reverse Split,
COMPANY will cause 100,000 post reverse split shares to be issued to
CONSULTANT and if CONSULTANT is successful in introducing a satisfactory
merger candidate and a merger is consummated, COMPANY will cause an
additional 100,000 post reverse split shares to be issued to CONSULTANT.
All of these post reverse split shares shall be issued under SEC Rule S-8.
4. EXPENSE REIMBURSEMENT. The CONSULTANT shall not be entitled to
reimbursement from the COMPANY for any expenses incurred in the performance
of its duties under this agreement unless pre-approved in writing by
COMPANY.
5. RELATIONSHIP OF PARTIES. The parties understand that the CONSULTANT is an
independent contractor with respect to the COMPANY and not an employee. The
COMPANY will not provide fringe benefits of any kind or nature, including
health insurance, paid vacation, or any other employee benefit for the
CONSULTANT.
6. EMPLOYEES. The provisions of this Agreement shall also bind any employees
or associates of the CONSULTANT, or other consultants who perform services
for the CONSULTANT or the COMPANY under the terms of this Agreement.
7. ASSIGNABILITY. The parties agree that the CONSULTANT ma not assign its role
or compensation in this Agreement to any third party, unless first approved
in writing by the COMPANY, which consent shall not be unreasonably
withheld.
8. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person, by
Registered Mail, or properly acknowledged, by Federal Express, addressed as
follows:
IF for COMPANY:
Equity Technologies & Resources, Inc.
Xxxxx X. Xxxxxxx, President & CEO
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
IF for CONSULTANT:
Innovative Technologies, Inc.
Xxxxx Xxxxxx, Chairman & CEO
XX Xxx 00000
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
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9. EXECUTION. This agreement may be signed by fax and in counterparts.
10. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
11. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
12. WAIVER OF CONTRACTUAL RIGHT. The failure of either part to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
13. APPLICABLE LAW. This Agreement shall be governed by and be interpreted
under the laws of the Commonwealth of Kentucky, without giving effect to
the principles of conflict of laws, with all parties agreeing that any
legal action arising from a breach of the agreement shall be brought in the
Courts of Kentucky, which shall have the exclusive venue and jurisdiction
over the subject matter and the parties to this Agreement.
14. ENTIRE AGREEMENT/CONTRACTUAL CAPACITY. This Agreement contains the entire
agreement of the parties and there are no other promises or conditions in
any other agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties. The parties stipulate
that the signatories to this agreement have full authorization and
contractual capacity on behalf of their respective organizations.
INNOVATIVE TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx,
Title: Chairman & CEO
Equity Technologies & Resources, Inc.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx,
Title: President & CEO
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