CONSULTING AGREEMENT
THIS AGREEMENT ,
made, entered into, and effective this 3
rd day
of April, 2008 (the "Effective Date"), by and between Anthony S.
Delfino, an individual resident of the state of California
(hereinafter referred to as "Consultant"), VEBA
Administrators, Inc., doing business as Benefit Planning, Inc., a
California corporation, with its principal office located at
4640
Admiralty Way, 9th Floor, Marina Del Rey, CA 90292
(
"Corporation").
W I T N E S S E T H:
WHEREAS, Consultant
will provide valuable services to the Corporation and the
Corporation realizes that Consultant has a keen understanding of
the Corporation’s operations such that it would be desirable
to retain Consultant's services under a consulting agreement;
and
WHEREAS, Consultant
shall provide such consulting services for the Corporation as an
independent contractor, with the understanding that he shall not be
required to devote his full time to the business of the Corporation
and shall be free to pursue other personal and business
interests.
NOW, THEREFORE, in
consideration of the premises, the mutual covenants of the parties
herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of
the parties hereto, it is agreed as follows:
1.
CONSULTING ARRANGEMENT. The
Corporation hereby contracts for the services of Consultant and
Consultant agrees to perform such duties and responsibilities and
to render advice and consulting as may be requested by the
Corporation from time to time during the term of this consulting
arrangement in connection with the Corporation's business
throughout the United States and world wide ("Consulting
Arrangement"). Said consulting services shall include services as
agreed upon by the Corporation and the Consultant required to
service existing clients not to exceed 35 hours. Consultant shall
not be required to perform his duties at the Corporation's
location, but shall be permitted to perform these at the location
of Consultant's choice. Consultant
shall use his best efforts to keep the Corporation informed of all
corporate business opportunities which shall come to his attention
and appear beneficial to the Corporation's business so that the
Corporation can obtain the maximum benefits from Consultant's
knowledge, experience, and personal contacts.
2.
RELATIONSHIP BETWEEN PARTIES. During
the term of the Consulting Arrangement, Consultant shall be deemed
to be an independent contractor. He shall be free to devote his
time, energy and skill to any such person, firm or company, as he
deems advisable, except to the extent he is obligated to devote his
time, energy and skill to the Corporation pursuant to the terms of
this Agreement. The Corporation shall not withhold any taxes in
connection with the compensation due Consultant hereunder, and
Consultant will be responsible for the payment of any such
taxes.
3.
COMPENSATION FOR THE CONSULTING ARRANGEMENT.
As
consideration for the services to be rendered under the Consulting
Arrangement by Consultant and as compensation for the income he
could have otherwise earned if he had not agreed to keep himself
available to the Corporation hereunder, the Corporation and the
Consultant have agreed to the following compensation:
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(a) |
Corporation
shall pay Consultant compensation in the aggregate amount of One
Hundred Thousand Dollars ($100,000) during the Consulting Period at
the rate of Eight Thousand Three Hundred Thirty Three Dollars and
34/00 ($8,333.34) per month commencing April 3, 2008, and
continuing each month thereafter for a total of twelve (12)
months.
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(b) |
In
connection with the generation of new business, the Corporation
shall pay fees to the Consultant as set forth on Schedule 1
attached hereto.
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(c) |
Corporation
shall reimburse Consultant for all expenses reasonably incurred by
Consultant in connection with the performance of Consultant's
duties under this Agreement; provided that Consultant shall submit
proof of such expenses prior to reimbursement within a reasonable
amount of time following such expenses.
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(d) |
Corporation
shall provide Consultant with all necessary support in order for
Consultant to perform his duties hereunder, including, but not
limited to, access to an office, secretarial support, office
telephones, machinery, equipment, supplies and other similar
items.
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4.
TERM OF CONSULTING ARRANGEMENT. The
Consulting Arrangement shall begin effective as of the Effective
Date of this Agreement and shall continue for a period of twelve
(12) months (the "Consulting Period").
5.
TERMINATION. This
Agreement may be terminated by either party upon sixty (60) days
written notice to the other party. The Consultant may terminate
this Agreement in the event that the employment of John Davis, COO
and President of the Corporation, is terminated, effective
immediately upon the effective date of such termination of
employment.
6.
ACCESS TO BOOKS AND RECORDS.
At
all times during the Consulting Period, the Corporation will
provide Consultant and his authorized representatives full access
during normal business hours and upon reasonable prior notice to
the premises, properties, books, records, assets, liabilities,
operations, contracts, financial information and other data and
information of or relating to the Corporation (including without
limitation all written proprietary and trade secret information and
documents, and other written information and documents relating to
intellectual property rights and matters).
7.
NOTICES. All
notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by facsimile (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return
receipt requested, or (c) when received by the addressee, if
sent by a nation-ally recognized overnight
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