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Advisory Services Agreement

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Exhibit 10.6


This Advisory Services Agreement (the " Agreement" ) is entered into as of this 27 th day of April, 2007, by and between Devcon International Corp., a Florida corporation (the " Company" ), and Ron G. Lakey (the " Advisor" ).


WHEREAS , the Advisor has been employed by the Company; and

WHEREAS , the Company and the Advisor have mutually agreed that the Advisor' s employment with the Company and its Affiliates (as defined below), shall terminate effective as of April 27, 2007 (the " Termination Date" ); and

WHEREAS , the Company and the Advisor now wish to set forth in this Agreement all of their respective rights and obligations resulting from such termination of employment; and WHEREAS , the parties hereto agree that Advisor in the future will provide pursuant to the terms hereof, Advisory Services to the Company and its Board of Directors as defined herein below.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Payments . The parties hereto expressly agree and acknowledge that other than (a) salary, automobile insurance and accrued vacation earned in the amounts of $4,134.62, $150.00 and $13,230.77, respectively, and reasonable reimbursable expenses incurred through the Termination Date and (b) amounts set forth herein, no further compensation or benefits or other monies are owed to the Advisor by the Company arising out of any employment arrangement or agreement or otherwise on account of his employment or termination of employment with the Company and its Affiliates. For purposes of this Agreement, the term " Affiliate" includes all of the Company' s direct and indirect subsidiaries, officers, directors and shareholders beneficially owning five percent or more of the Company' s common stock.

2. Advisory Services . Advisor agrees that from time to time, at reasonable times and upon reasonable advance notice from the Company, he will respond within a reasonable time to answer questions or other inquiries from the Company and advise the Company as reasonably requested by the Company. The Advisor shall be subject to the oversight and review by the Company' s President and shall provide the Company with such services determined by the President to be necessary to assist the Company (the " Advisory Services" ):

3. Standard of Care . Advisor hereby covenants with the Company to:

(a) perform or take (or cause to be performed or taken) his functions, responsibilities and duties hereunder in a professional, competent and efficient manner consistent with industry standards; (b) carry out his duties as Advisor fairly, honestly, in good faith and in the best interests of the Company; (c) exercise the degree of care, diligence and skill that a reasonably prudent manager would exercise in comparable circumstances; and (d) give the Company full and prompt cooperation in the performance of all aspects of the Advisory Services. 4. Advisory Fee and Reimbursement of Costs.

(a) Advisory Fee . The Advisor shall be entitled the following payments under this Agreement: (i) Upon execution of this Agreement, the Company shall pay to Advisor, a one-time lump sum payment in an amount equal to Fifty Thousand Dollars ($50,000);


During the Initial Term of this Agreement (as hereinafter defined), the Company shall pay to Advisor monthly payments on the 15 th day of each month in an amount equal to $17,916.66;


During any Renewal Term of this Agreement (as hereinafter defined), the Company shall pay to Advisor monthly payments on the 15 th day of each month in an amount equal to $6,000.00; and (iv) Upon transfer of that certain Deed of Issuance on Long Lease, dated as of September 29, 2006, with respect to that certain 8,335 square meter parcel in Sint Maarten from Bouwbedrijf Boven Winden, N.V. to St. Maarten Masonry Products, both of which are wholly-owned subsidiaries of the Company, the Company shall pay to Advisor an additional one-time lump sum payment in an amount equal to Fifty Thousand Dollars ($50,000).


In addition, the Advisor shall be eligible to receive bonuses in such amounts and at such times as the President of the Company shall determine in his sole discretion.

(b) Reimbursement of Costs . The Advisor shall be reimbursed for all reasonable out-of-pocket costs, fees or expenses incurred, or expenditures made in connection with the performance by the Advisor of its duties hereunder. Except for the advisory fee and the reimbursement of such costs, fees and expenses pursuant to this Section 4, there shall be no fees or other sums paid to the Advisor for the services provided by Advisor during the term hereof.

(c) Independent Contractor Status . The Advisor is an independent contractor. Nothing herein shall be deemed to create any form of partnership, principal-agent relationship, employer-employee relationship, or joint venture between the Company and the Advisor. It is expressly understood by the parties that the Advisor shall not have the authority to bind the Company, without the express written consent of the President of the Company.

5. Other Interests and Conflicts . The Advisor shall devote as much time to the Company as is reasonably necessary to fulfill the duties and obligations hereunder. Notwithstanding the foregoing, the parties recognize that nothing in this agreement is intended to preclude the Advisor from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, provided that such activities do not violate the covenants set forth in Section 8 hereof.


6. Representations and Warranties. The Advisor represents and warrants to the Company that (a) the Advisor is not party to or bound by any employment, non-compete, non-solicitation, nondisclosure, confidentiality or similar agreement with any other person that could adversely affect his ability to carry out the duties contemplated under this Agreement, and (b) this Agreement, when executed and delivered, shall constitute the valid and legally binding obligation of the Advisor, enforceable against the Advisor in accordance with its terms. 7. Term and Termination .

(a) Term . This Agreement shall commence as of the date hereof and shall continue for an initial term of three (3) months (the " Initial Term" ). The Agreement shall automatically renew at the end of the Initial Term for successive one month periods (the " Renewal Term" ), unless either party gives at least 30 days notice to the other party of its intentions to terminate this Agreement or the Agreement is terminated pursuant to paragraph 7(b) below.

(b) Termination . This Agreement may be terminated at any time, upon the mutual written agreement of the parties hereto. In addition, either party may terminate this Agreement for cause in the event the other party materially breaches its duties and obligations under the terms of this Agreement or is in default of any of its obligations hereunder, which breach or default is incapable of cure, or if capable of being cured, has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party or within such additional period of time as the non-defaulting party may authorize in writing. 8. Restrictions .


Confidentiality . Advisor shall keep confidential, except as the Company may otherwise consent in writing, and not divulge, communicate, disclose use to the detriment of the Company or for the benefit of any other person or persons, misuse in any way, or make any use of except for the benefit of the Company, at any time either during the term of this Agreement or at any time thereafter, any Confidential Information (as defined herein). For purposes of this Agreement, " Confidential Information" means information disclosed to the Advisor or known by the Advisor as a consequence of or through the unique position of his employment with the Company (including information conceived, originated, discovered or developed by the
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