EXHIBIT 10.14
CONSULTING AGREEMENT
This agreement ("Agreement") is made and entered into this 23rd day of
March 2004, between Alliance Towers Inc., a Florida corporation (the "Company")
and Xxxxx Xxxxxx (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Purpose. The Company hereby retains the Consultant on a non-exclusive
basis during the term specified to render consulting advice to the Company as
the Company may reasonably request upon the terms and conditions as set forth
herein.
2. Term and Compensation. This Agreement shall be effective commencing on
the date first written above for a period of one (1) year (the "Engagement
Period"). The Company agrees to award to Consultant as compensation, registered
shares in the Company equivalent to One hundred thousand dollars ($100,000). The
Company shall use reasonable efforts to register the securities as a part of an
XX-0, X-0, X-0 or similar registration filing as may be applicable. All
compensation shall be issued upon listing on the Over-the-counter-bulletin-board
(OTCbb) and all respective shares associated with the compensation shall be
unencumbered, fully registered, freely tradable, fully paid and non-assessable.
3. Duties of Consultant. During the term of this Agreement, the Consultant
will provide the Company with such regular and customary non-exclusive
consulting advice as is reasonable requested by the Company, provided that the
Consultant shall not be required to undertake duties not reasonable within the
scope of the consulting advisory services contemplated by this Agreement. In
performance of these duties, the Consultant shall provide the Company with the
benefits of its best judgment and efforts. It is understood and acknowledged by
the parties that the value of the Consultant's advice is not measurable in any
quantitative manner, and that the Consultant shall not be obligated to spend any
specific amount of time doing so. The Consultant's duties may at the direction
of the Company include, but not necessarily be limited to on a non-exclusive
basis:
o Corporate Planning & Marketing strategy
o Identifying and assisting with Merger and Acquisition opportunities
o Conduct Market and Research Analysis
o Assist with new Business development activities
It is expressly understood that no actual or express authority on behalf
of the Company is granted by the Company hereunder to Consultant.
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4. Relationships with Others. The Company acknowledges that the Consultant
or its affiliates is in the business of providing, among other things, financial
advisory service (but not capital raising or market making activities as broadly
construed in SEC Release No. 7646) and consulting advice (of all types
contemplated by this Agreement) to others. Nothing herein contained shall be
construed to limit or restrict the Consultant in conducting such business with
respect to others, or in rendering such advise to others. In connection with the
rendering of services hereunder, Consultant has been or will be furnished with
confidential information concerning the Company including, but not limited to,
financial statements and information, cost and expense date, production data,
trade secrets, marketing and customer data, and such other information not
generally obtained from public or published information or trade sources. Such
information shall be deemed "Confidential Material" and, except as specifically
provided herein, shall not be disclosed by Consultant or its employees or
Consultants without prior written consent of the Company. In the event
Consultant is required by applicable law or legal process to disclose any of the
Confidential Material, it is agreed that Consultant will deliver to the Company
immediate notice of such requirement prior to disclosure of same to permit the
Company to seek an appropriate protective order and/or waive compliance of this
provision. If, in the absence of a protective order or receipt of written
waiver, Consultant is nonetheless, by court order, compelled to disclose any
Confidential Material, Consultant may do so without liability hereunder provided
that notice of such prospective disclosure is delivered to the Company at least
five (5) days prior to actual disclosure. Following the termination of this
Agreement, Consultant shall deliver to the Company all Confidential Material.
Neither party hereto will issue any public announcement concerning this
Agreement without the approval of the other party, provided however that nothing
shall prevent the Company from fulfilling its obligations to disclose the
contents of this Agreement with the U.S. Securities & Exchange Commission (the
"SEC").
5. Consultant's Liability. The Consultant agrees to defend, indemnify, and
hold the Company, its officers, directors, employees, advisors, attorneys and
Consultants harmless from and shall indemnify the foregoing persons and entities
against any and all costs, expenses and liability (including reasonable
attorney's fees paid in connection with the investigations and/or the defense of
the such entities and persons) which may in any way result from a breach of any
representation, warranty or covenant made by Consultant or from any services
rendered by the Consultant pursuant to or in any connection with this Agreement.
6. Expenses. The Company, upon receipt of appropriate supporting
documentation, shall reimburse the Consultant for any and all reasonable and
actual out-of-pocket expenses incurred in connection with services provided to
the Company, subject in each case to prior written approval of the Company.
7. Limitation Upon the Use of Advice and Services.
(a) No person or entity, other than the Company or any of its subsidiaries or
directors or officers of each of the foregoing, shall be entitled to make use of
or rely upon the advice of the Consultant to be given hereunder.
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(b) Use of the Consultant's name in annual reports or any other report of the
Company or releases by the Company must have the prior approval of the
Consultant (which consent shall not be unreasonably withheld) unless the Company
is required by law to include Consultant's name in such annual reports, other
report or release of the Company, in which event Consultant will be furnished
with copies of such annual reports or other reports or releases using
Consultant's name in advance of publication by the Company.
8. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement. At the sole discretion of the Company, this Agreement may be
terminated upon a ninety (90) day written notice. If said termination is due to
cause or breach of this Agreement, thirty (30) days advance written notice will
be given by Company to Consultant.
9. Representations and Warranties of Consultant.
Consultant makes the following representations and warranties to the Company:
(a) The Consultant shall not make any statements about the Company, in any
capacity, without the express prior approval of the Company, unless such
statement is clearly marked as an opinion of the Consultant, which the Company
has not reviewed and for which the Company bears no responsibility.
(b) Consultant is not currently nor has he ever been the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD, or
any state securities commission, and for the period of time that Consultant
holds any position in the common stock of the Company, it will promptly disclose
to the Company any future alleged change in the status of this representation.
Any change in Consultant's status as represented in this section 9(c) shall
constitute a material breach of this Agreement if said status is not cured
within a reasonable period of not more than ninety (90)days.
(c) Consultant's activities and operations fully comply with all applicable
state and federal securities laws and regulations, and for the period of time
that Consultant holds any position in the common stock of the Company, it will
promptly disclose to the Company any future alleged change in the status of this
representation. Any change in Consultant's status as represented in this section
9(d) shall constitute a material breach of this Agreement if said status is not
cured within a reasonable period of not more than ninety (90) days.
(d) Consultant understands that, as a result of its services, it may come to
possess material non-public information about the Company, and that it has
implemented internal control procedures designed to reasonably insure that it,
and none of its employees, Consultants, Consultants or affiliates, trade in the
securities of client companies while in possession of material non-public
information.
10. Miscellaneous.
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(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage prepaid, or
faxed and confirmed if to the Company, addressed to it at
____________________________________________ or if to the Consultant, addressed
to him at Xxxxx Xxxxxx 0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx XX 1747 or
via fax to: 000-000-0000. Such notice or other communication shall be deemed to
be given on the date of receipt.
(b) If the Consultant shall cease to do business, the provisions hereof relating
to duties of the Consultant and all compensation to be paid by the Company as it
applies to the Consultant shall thereupon terminate and cease to be in effect.
(c) This Agreement embodies the entire agreement and understanding between the
Company and the Consultant and supersedes any and all negotiations, prior
discussions and preliminary and prior agreements and understandings related to
the central subject matter hereof.
(d) This Agreement has been duly authorized, executed and delivered by and on
behalf of the Company and the Consultant.
(e) The validity, interpretation, and construction of this Agreement will be
governed by the laws of the State of New York applicable to contracts entered
into and performed entirely with said state without regard to the principles of
conflict of laws. Any dispute or controversy between the parties arising in
connection with this Agreement or the subject matter contemplated by this
Agreement shall be resolved by arbitration before a three-member panel of the
American Arbitration Association in accordance with the commercial arbitration
rules of said forum and the Federal Arbitration Act. 9 U.S.C. I et seq., with
the resulting award being final and conclusive. Said arbitrators shall be
empowered to award all forms of relief and damages claimed, including but not
limited to, attorney's fees, expenses of litigation and arbitration, exemplary
damages, and prejudgment interest. The parties further agree that any
arbitration action between them shall be heard in the State of New York.
Notwithstanding anything contained herein to the contrary, nothing contained
herein shall prevent either party from initiating a civil action for temporary
or permanent injunctive and other equitable relief against the other for breach
of this Agreement. The parties expressly consent to the jurisdiction and venue
of the Supreme Court of the State of New York, County of New York and the United
States District Court for the Southern District of New York for the adjudication
of any civil action asserted pursuant to this Paragraph.
(f) There is no relationship or partnership, agency, employment, franchise, or
joint venture between the parties. Neither party has the authority to bind the
other or incur any obligation on its behalf.
(g) This Agreement and the rights hereunder may not be assigned by either party
(except by operation of law or merger) and shall be binding upon and inure to
the benefit of the parties and their respective successors, assigns and legal
representatives.
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(h) Consultant is not a party to any proceeding or action which would prevent it
from performing services pursuant to this Agreement.
(i) Sections 4 and 5 shall survive the expiration or termination of this
Agreement pursuant to any related matters of this agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereof.
COMPANY
ALLIANCE TOWERS, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President
CONSULTANT
XXXXX XXXXXX
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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