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Advisory Agreement

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ADVISORY AGREEMENT


THIS ADVISORY AGREEMENT ("Agreement") is made effective as of the 7th day f March 2001, by and between Fred G. Luke, an individual ("Adviso r") and Hart Industries, Inc., a Nevada corporation (the "Company").


WHEREAS, Advisor and Advisor's Personnel (as defined below) have exper ienc in evaluating and effecting mergers and acquisitions, supervisin g corporate management, and in performing general administrative duties for publicly-held companies a nd development stage investment ventures; and,


WHEREAS, the Company desires to retain Advisor to advise and assist th e Copany in restructuring and in its continued development on the ter ms and conditions set forth below.


NOW, THEREFORE, in consideration of the mutual promises, covenants and agrements contained herein, and for other good and valuable considera tion, the receipt and sufficiency of which is hereby acknowledged, the Company and Advisor agree as follows:


1. Engagement. The Company hereby retains Advisor to perform the foll owin (collectively, the "Services"):


(a) act as exclusive financial advisor to the Company in connection wi th te proposed restructuring of the Company and its subsidiaries wher eby Advisor will, upon the Company's request, assist the Company and its professional advisors in (i) the preparation of documentation, (ii) merger, acquisition and se ttlement negotiations, and (iii) the preparation and filing with the S ecurities and Exchange Commission (the "Commission") of disclosure sta tements pursuant to the Securities Act of 1933, as amended (the "Secur ities Act") or the Securities Exchange Act of 1934 (the "Exchange Act" ) or other activities as may be mutually agreed between Advisor and th e Copany;


(b) provide assistance to the Company in its understanding of and resp onse to market conditions;


(c) introduce the Company and its professional advisors to market make rs, nderwriters, and others in the securities industry who would be o f use to the Company;


(d) act as a financial advisor in connection with such assistance as t he Cmpany may request from time to time in connection with (i) the pu rchase of other businesses ("Business Opportunities"), or joint ventures or mergers between the C ompany and an enterprise or individual currently not an Affiliate of t he Company, as that term is defined in Regulations S-X of the Exchange Act (collectively, a "Merger Transaction"), and (ii) the potential s ale of all or a portion of the Company's assets (a "Sale Transaction") ; and


(e) in the performance of its duties hereunder, Advisor will, and will caus its Advisor's Personnel to, comply with all applicable laws, rul es and regulations, and diligently perform the Services in good faith, and in the best interests of the C ompany.


2. Information on the Company


In connection with Advisor's activities hereunder, the Company will fu rnis Advisor and its counsel with all material and information regard ing the business and financial condition of the Company as may be necessary for the Advisor to perform the Services as contemplated herein (all such information so furnished being referred to herein as the "Information"). The Company recognizes and acknowled ges that Advisor (a) will use and rely solely on the Information, an d on information available from generally recognized public sources, i n performing the Services contemplated by this Agreement without havin g inependently verified the same; (b) does not assume responsibility f or the accuracy or completeness of the Information; (c) will not make an appraisal of any assets or liabilities of the Company; and (d) reta ins the right to continue to conduct due diligence on the term of this Agreement.


3. Use of Advice


Except as required by applicable state or federal securities rules and reguations, no statements made or advice rendered by Advisor in conne ction with the Services performed by the Advisor pursuant to this Agreement will be quoted by, nor will any such statements or advice be referred to, in any report, document, rel ease or other communication, whether written or oral, prepared, issued or transmitted by the Company or any person or corporation controlling , controlled by or under common control with, the Company or any direc tor, officer, employee, agent or representative of any such person, wi thout the prior written authorization of Advisor, which may be given o r wihheld in its sole discretion. However, the Company may disclose o r refer to such advice or statements without being required to obtain consent to the extent required by law (in which case the appropriate p arty shall so advise Advisor in writing prior to such disclosure or us e and shall consult with Advisor with respect to the form and timing of disclosure).


4. Term


Unless terminated earlier pursuant to paragraph 14 below, this Agreeme nt sall have an initial term of two (2) years (the "Primary Term"), w ith an effective date retroactive to the date the Services were firstperformed by Advisor, which was on or about Decembe r 1, 2000 (the "Effective Date"). At the conclusion of the Primary Te rm this Agreement will automatically be extended on an annual basis (t he "Extension Period") unless Advisor or the Company shall serve writt en notice on the other party terminating the Agreement. Any notice to terminate given hereunder shall be in writing and shall be delivered a t least thirty (30) days prior to the end of the Primary Term or any subsequent Extension Period.


5. Time and Effort of Advisor


Advisor shall allocate such time and personnel acceptable to the Compa ny (he "Advisor's Personnel") as it deems reasonably necessary to pro vide the Services. The particular amount of time may vary from day to day or week to week. Except as otherwise agreed, Advisor's monthly statement identifying, in general, tasks per formed for the Company shall be conclusive evidence that the specific services referenced therein have been performed. Additionally, in the absence of willful misfeasance, bad faith, negligence or reckless disr egard for the obligations or duties hereunder by Advisor, or a breach of any material provision of this Agreement, neither Advisor nor Advis or'sPersonnel shall be liable to the Company or any of its shareholder s for any act or omission in the course of or connected with rendering the Services, including but not limited to losses that may be sustaine d in any corporate act involved in respect of any restructuring, Sale Transaction or Merger Transaction with a Business Opportunity undertak en b the Company as a result of introductions or advice provided by Ad visor or Advisor's Personnel.


6. Compensation


The Company agrees to pay Advisor a fee for the Services provided by A dvisr pursuant to this Agreement, as follows:


(a) Advisory Fee. The Company shall pay Advisor a monthly fee ("Advis ory ee") equal to One Thousand Five Hundred Dollars ($1,500), payable monthly in advance in cash.


7. Indemnification


In partial consideration of the Services to be rendered hereunder the Compny shall indemnify Advisor and its officers, directors, and agent s, (each an "Advisor Indemnified Person") against any action brought against Advisor or any Advisor Indemnified Person by the Company, any shareholder, creditor or party related to t he Company in connection with this engagement, the Restructuring, or a ny merger or transaction affected by Advisor unless such action or pro ceeding is based solely upon willful misconduct or the bad faith or gr oss negligence of Advisor or any such Indemnified Person.


Similarly, Advisor shall indemnify the Company and its officers, direc tors and agents, (each a "Company Indemnified Person") against any ac tion brought against the Company, or any Company Indemnified Person, in connection with or arising out of this Agreement, or for willful malfeasance, bad faith, negligence or reckle ss disregard of the Advisor's duties and obligations hereunder.


8. Costs and Expenses


All third party and out-of-pocket expenses incurred by Advisor in the perfrman
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