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Exhibit 10.6
CONSULTING AGREEMENT
AGREEMENT (the "Agreement") is made and entered into as of July
26, 2007
by and between ECOLOGY COATINGS, INC., a Nevada corporation (the
"Company"), and
DMG ADVISORS, LLC, a Nevada limited liability company (the
"Consultant").
RECITALS:
WHEREAS, the Company desires to obtain Consultant's services as
set forth
in this Agreement; and
WHEREAS, Consultant desires to provide such services to the
Company for a
fee that will compensate Consultant for time spent for services
rendered and
costs advanced by Consultant as contemplated in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual
promises and conditions hereinafter set forth, the parties agree
as follows:
1. RETENTION OF CONSULTANT. The Company hereby engages and
retains
Consultant and Consultant hereby agrees to use Consultant's best
efforts to
render to the Company the consulting services for a period
commencing on the
date of this Agreement and terminating on December __, 2008
(eighteen months),
or such additional periods as agreed upon in writing by the
parties. This
Agreement may not be terminated by either the Company or
Consultant during its
term.
2. CONSULTANT'S SERVICES. Consultant's services under this
Agreement shall
consist of the following:
2.1 Advise the Company regarding its investor relations program
and
initiatives;
2.2 Facilitate conferences between the Company and members of
the
business and financial community;
2.3 Review and analyze the public securities market for the
Company's
securities; and
2.4 Introduce the Company to broker-dealers and institutions,
as
appropriate.
In rendering its services, Consultant will deal with the CEO or
CFO of the
Company.
3. PAYMENT FOR SERVICES.
3.1 The Company shall pay Consultant five hundred thousand
dollars
($500,000) for the services to be rendered under this Agreement
as follows: (i)
two hundred thousand dollars ($200,000) upon execution and (ii)
the balance in
equal installments on the first day of each calendar month
following the date of
this Agreement until paid in full.
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3.2 The Company's payments under Paragraph 3.1 above shall be
deemed
full and complete consideration for the services to be rendered
by Consultant
under this Agreement.
3.3 The Company will reimburse Consultant for all direct
expenses
incurred by Consultant in performing such services. Consultant
shall obtain the
approval of the Company prior to incurring any expenses.
Consultant will tender
requests for reimbursement to the Company and the Company will
make the
reimbursement to Consultant within ten (10) days after its
receipt of written
notification.
4. CONSULTANT'S TIME COMMITMENT. Consultant shall devote such
time as
reasonably requested by the Company for consultation, advice and
assistance on
matters described in this Agreement and provides the same in
such form as the
Company requests. The Company agrees that Consultant shall not
be prevented or
barred from rendering services similar or dissimilar in nature
for and on behalf
of any person, firm or corporation other than the Company.
5. NATURE OF SERVICES AND INDEPENDENT CONTRACTOR. The
relationship created
under this Agreement is that of Consultant acting as an
independent contractor.
The parties acknowledge and agree that Consultant shall have no
authority to,
and shall not, bind the Company to any agreement or obligation
with any third
party. The parties also acknowledge that Consultant's services
will consist in
part of introducing and facilitating the introduction of parties
to the Company.
Consultant will not assist in any negotiations between the
Company and such
parties. Consultant is not a licensed broker-dealer and will not
provide
services as a broker-dealer. Consultant will also not provide
legal or
accounting services.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall
maintain as
secret and confidential all valuable information heretofore or
hereafter
acquired, developed or used by the Company relating to its
business, operations,
employees and customers that may give the Company a competitive
advantage in its
industry (all such information is hereinafter referred to as
"Confidential
Information"). The parties recognize that, by reason of
Consultant's duties
under
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