CONSULTING AGREEMENT
Exhibit
10.3
THIS
AGREEMENT
is made
as of October 18, 2006, by and between Red
Reef Laboratories International, Inc. (the "Company") and MAC (Management
Assistance Consultants) LLC,
a
Florida Corporation (the "Consultant").
RECITALS:
A. The
Company requires consulting services to assist the company to build the value
of
the Company for the benefit of its shareholders; and MAC
agrees to perform consulting services related to corporate finance, identifying,
structuring and negotiating acquisition targets, marketing and other matters,
upon the request of the President of the Company, and when appropriate will
make
available qualified personnel for this purpose and devote such business time
and
attention to such matters as it shall determine is required.
B.
The
Consultant is an experienced business man who has provided investment and
corporate advisory services for a number of companies; and
C. The
Company recognizes the substantial experience and knowledge of the Consultant
in
matters relating to organization, marketing, mergers and acquisitions;
and
D. The
Company further recognizes that it is in the best interests of the Company
to
engage the consulting services of the Consultant; and
E. The
Company desires to retain the valuable services and counsel of the Consultant
and the Consultant desires to render such services to the Company upon the
terms
set forth in this Agreement.
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants set forth below, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby agree
as
follows:
1. Recitals. The
Recitals to this Agreement are hereby incorporated into this Agreement as though
fully restated herein.
2. Engagement. The
Company hereby engages the Consultant, and the Consultant accepts engagement
by
the Company, upon the terms and conditions set forth in this
Agreement.
3. Term. The
term
of this Agreement shall begin on the date hereof and shall continue until
October 20, 2011.
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4. Consulting
Services Compensation.
(A) The
Company shall pay to Consultant as compensation for its services under this
Agreement fees not to exceed Two Hundred Thousand Dollars ($200,000) in any
one
year period, excluding approved, related expenses.
(B) The
company may in the future provide the Consultant with such additional
compensation as the company and the Consultant shall mutually agree for any
additional services by the Consultant not provided for in this
Agreement.
5. Duties.
From
time to time as reasonably requested by the Company, the Consultant agrees
to
perform consulting services related to corporate finance and other financial
service matters, upon the request of the President of the Company, and will
make
available qualified personnel for this purpose and devote such business time
and
attention to such matters as it shall determine is required. Such
services shall include, but not be limited to, strategic planning, meetings
with
the investment community, assisting the Company’s management in designing the
Company’s Business Plan and “Growth-by-Acquisition” strategy. Additionally,
Consultant shall prepare or assist in the preparation of a Company Corporate
Profile, Fact Sheets, and Shareholder Letters.
6. Nature
of Engagement.
The
company is engaging the Consultant as an independent contractor. Nothing in
this
Agreement shall be construed to create an employer-employee relationship between
the parties.
7. Expenses.
Upon
receipt of requests from the consultant for reimbursement, the Company shall
reimburse the Consultant for all reasonable and necessary expenses the
Consultant incurs, prior to and after the date of this Agreement in performing
its duties in connection with this Agreement. The Consultant shall be required
to receive authorization from the Company prior to incurring any
expenses.
8. Notices.
Any
notice, report or demand required, permitted or desired under this Agreement
shall be sufficient if in writing and delivered by certified mail, return
receipt requested, Federal Express (or similar courier), telegram or receipted
hand delivery at the following addresses (or such other addresses designated
by
proper notice):
To
the Company
Xx.
Xxxxx
Xxxxxx-Xxxxxx, President
000
Xxxxxxx Xxxxx Xxxxx 000
Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
To
the Consultant:
Xxxxx
Xxxxxxx
MAC
LLC
000
Xxxx
Xxxxx Xxxxx
Xxxxxx
Xxxxx, Xx 00000
Any
notice otherwise delivered shall be deemed given when actually received by
recipient.
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9. Miscellaneous.
(A) Governing
Law.
This
Agreement shall be governed by, interpreted and enforced in accordance with
the
laws of the State of Florida
(B) Entire
Agreement.
This
instrument contains the entire agreement of the parties concerning engagement
and may not be changed or modified except by written agreement duly executed
by
the parties hereto.
(C) Confidentiality.
Except
as
may otherwise be required by law the specific provisions of this Agreement
shall
remain strictly confidential. Notwithstanding the foregoing, the parties agree
that Consultant shall disclose that it is being compensated by the Company
in
all of its promotional releases to the public, in accordance with the Act.
Neither the company nor the Consultant shall, either directly or indirectly
through their respective officers, directors, employees, shareholders, partners,
joint ventures, agents, consultants, contractor, affiliates or any other person,
disclose, communicate, disseminate or otherwise breach the confidentiality
of
all or any provision of this Agreement, without the express written consent
of
both parties to this Agreement.
(D) Assignment.
The
obligations of the parties under this Agreement shall not be assigned without
the written consent of the parties. Notwithstanding any provision of this
Agreement to the contrary, however, the Consultant shall be entitled to provide
that any funds payable or stock issuable to it pursuant to this Agreement shall
instead be paid or issued to its designee.
(E) Counterparts
and Facsimile.
This
Agreement may be executed in counterparts, and all counterparts will be
considered as part of one agreement binding on all parties to this Agreement.
This Agreement may be executed via facsimile, which signatures shall be deemed
legal and binding as an original signature hereto.
(F) Severability.
If any
term, condition or provision of this Agreement or the application thereof to
any
party or circumstances shall, at any time or to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such
term,
condition or provision to parties or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term, condition and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first above
written.
By:
/s/ Xx.
Xxxxx Xxxxxx-Xxxxxx, President
By:
/s/ Xxxxx
Xxxxxxx, Sole Member
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