CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT
(this "Agreement") is entered into
and is effective as of, October 5, 2009 (the "Effective Date")
by
and between NASUS CONSULTING, INC. (Symbol: NSUS), a company
incorporated under the laws of Nevada, with a principal place
of
business at 258 Southhall Lane, Suite 420, Maitland, Florida
32751
("Company") and Big Apple Consulting USA, Inc., a Delaware
Corporation, with principal offices at 2101 West State road
434,
Suite 100, Longwood, Florida 32779 ("Consultant").
R E C I T A L S:
A. Consultant
maintains an extensive database of brokers
representing investors interested in owning stock in companies
such
as the Company and employs a stock profiler team which
regularly
communicates with such brokers.
B. Company wishes
to improve its visibility in the retail
and institutional brokerage community.
T E R M S:
NOW THEREFORE, in consideration of
the mutual premises and
covenants contained herein, and other good and valuable
consideration,
the receipt, sufficiency and adequacy of which is hereby
acknowledged,
the parties agree as follows:
1.00 Services to be Performed by Consultant
1.01 Consultant shall use its
database of securities
brokerage firms and their respective registered representatives
("Brokers"), containing over 25,000 active Brokers throughout
the
United States, and shall direct a profiler team to contact
Brokers,
appropriately qualified according to the Company's criteria,
regarding the Company. Consultant's profilers will
continue to
"cold call" Brokers on a regular basis, which will continually
add
new Brokers' to the database.
1.02
Using materials at all times
pre-approved by the
Company, consultant shall diligently market and promote Company
to Brokers and advisors, counselors, trustees, agents and other
entities whom Consultant is legally permitted to contact
and
shall introduce Company and its principals to Consultant's
current
and future network of brokerage firms and market makers.
Consultant shall promote Company on a daily basis through all
of
their profilers and will train new profilers, as retained, to
promote the Company. Company understands and agrees that
Consultant's database constitutes proprietary information
owned by Consultant, however, if requested, on a bi-weekly
basis
Consultant will provide Company with a total of all calls
made by Consultant's profilers.
1.03 Consultant shall provide
investor lead management
and other services ("Services") that are identified and set
forth
on Exhibit A attached hereto. Consultant will handle Broker
inquiries
in a professional manner and will maintain a high call volume
to
outside financial institutions on behalf of the Company.
In all cases, Consultant will provide periodic activity reports
to the Company.
1.04 Consultant shall
organize, initiate, manage and facilitate
Broker conference telephone calls and other presentations mutually
agreeable
to Company and Consultant. Expenses for Broker conference
calls and other
presentations are to be paid by the Consultant, and must be
pre-approved
by the Company.
1.05 Consultant shall review
and monitor Company's stockholder
base and all transfer agent and DTC reports, and shall analyze,
present to,
and discuss with Company the results and implications of such
reports.
Company agrees to provide Consultant with all DTC reports on a
weekly basis
and a NOBO lists on a reasonable basis as required to support
properly,
Consultant's efforts.
1.06 Consultant shall provide
Company with DTC analysis on no less
than a monthly basis, and will use its best efforts to provide said
analysis
on a more frequent basis, provided Company complies with 1.05.
1.07 Company will be permitted
to visit Consultant's facility on
a regular basis and will have the ability to talk in person with
Consultant's
employees regarding their progress during the campaign.
Consultant's
employees will be allowed to contact Company's management for
weekly
conference calls and Company will be permitted to communicate
with
Consultant's management with updated emails on a regular
basis. However,
Company represents and warrants it will not discuss any information
that
may be considered to be "insider information" with any employee
of
Consultant including its upper management.
1.08 It is acknowledged and
agreed by the Company that
Consultant, which term shall include its employees, does not
carry
any professional licenses or memberships in any self-regulatory
organizations and is not licensed (other than maintaining an
occupational licenses) to engage in any regulated
activity.
It is further acknowledged and agreed by the Company that
Consultant
does not intend to render legal advice or perform accounting
services
and does not intend to act as an investment advisor or a
broker/dealer
within the meaning of such terms under any applicable state or
federal securities law.
1.09 Consultant may use all of
Company's Intellectual
Property, as specifically pre-approved by the Company, that is
necessary for Consultant to provide the Services, including but
not limited to using Company's name, logo and trademarks on any
web site maintained by Consultant or in any promotional
materials
created in providing the Services as contemplated hereunder
provided
that the Company approves any such promotional materials in
advance.
Company will not link any other web site to a web site maintained
by
Consultant without the prior written consent of Consultant.
Except
as expressly granted hereby, this Agreement does not give
either
party any right, title or interest in or to the Intellectual
Property of the other party. After this Agreement has
been
terminated, all right, title and interest in and to each
party's Intellectual Property shall be held solely by that
party.
1.10 Company hereby appoints
Consultant to provide the
Services identified in Exhibit "A", which is annexed
hereto.
2.00 Terms, Fees and
Escrow
2.01 The term of this
Agreement shall commence on the
Effective Date and shall expire six (6) months thereafter (the
"Initial Term"). After the Initial Term, this Agreement
shall
automatically renew for consecutive six (6) month terms
(the "Renewal Period"), unless sooner terminated in writing by
the
Company no later than ten (10) days prior to the expiration of
the Initial Term or any Renewal Period.
2.02 Compensation: As
compensation for Consultant's
services required hereunder, Consultant shall be entitled to
receive:
(a) On a monthly basis Consultant
shall be entitled to
receive Thirty Five Thousand U.S. Dollars ($35,000) per month
due
the 1st of each month, payable in the form of cash or cashier's
check on thirty day terms from invoice date. Notwithstanding
the
following, there shall be due and payable upon signing of this
Agreement $35,000 representing the first month's
compensation.
Subsequent monthly payments shall be due commencing on or
before
November 5, 2009.
(b) Services will be provided
by Consultant from the
Effective Date.
3.00 Termination
In the event of a breach of this
Agreement by Company,
Company shall be responsible for any outstanding fees and
expenses.
Consultant shall have the right to terminate this Agreement on
the
grounds of the Company's failure to remit the required monthly
payments or in the event of any breach of the Agreement by
Company. Company has the right to terminate this agreement
with
thirty (30) days written notice. During this notice period,
Company and Consultant agree to continue to observe the terms
and conditions of this Agreement, including but not limited
to section 2 above. The parties agree that written notice
will
be deemed accepted and received by the parties via certified
mail delivered to the address above and/or by fax notification
or sent via e-mail transmission.
4.00 Representations
Company represents and warrants
that, to the best of its
knowledge, it has made and is in compliance with all required
filings and regulations of FINRA, the SEC and/or any other
governmental agencies known to the Company, and that the
Company's stock is not currently suspended from trading for
any reason whatsoever. Company further represents and
warrants
that during the term of this agreement, it will continue to
use best professional efforts to file all required reports with
the SEC, FINRA and/or any other governmental agencies and will
continue to adhere to SEC, FINRA and/or any other governmental
agency's requirements, and that it will take whatever steps
it deems necessary to keep its shares listed and "fully
reporting" through the OTC/BB. The Company's failure to
comply with the provisions of this paragraph
shall constitute a material breach of the parties'
agreement.
Company understands that the FINRA
and SEC require that
all press releases be based on fact. Therefore, Company
represents
and warrants that it will maintain a filing of all press
releases
with the necessary supporting documentation verifying
the contents of the press release and the Company will maintain
back up and support documents relating to every press release
that is made by or for the benefit of the Company.
4.01 Representations and
Warranties of Company.
Company represents, warrants and agrees:
(a) Company has the
legal capacity and authority
to execute, deliver and perform its obligations under this
Agreement. This Agreement has been duly authorized,
executed
and delivered by Company and is its legal, valid and binding
agreement, enforceable against Company in accordance with
its terms. Company's execution of this Agreement and the
performance of its obligations hereunder do not conflict
with or violate the governing documents of Company or
any of its affiliates or any obligations of Company or any
of its affiliates, whether arising by contract, operation
of law or otherwise.
(b) To its knowledge,
there is not a pending or
threatened action, suit or proceeding before or by any court
or other governmental body or regulatory authority to which
Company or any of its employees or affiliates is or
may be a party or any of its properties is or may be subject,
and no event has occurred that might affect Company's ability
to execute, deliver and perform its obligations under this
Agreement. Without limiting the foregoing, to its
knowledge, none of Company and Company's employees and
affiliates
i. is subject to an order of the U.S.
Securities and Exchange
Commission (the "SEC") or
any other securities regulatory
authority;
ii. has been convicted of any felony
or misdemeanor;
iii. has been found by the SEC or any other
securities regulatory
authority to have engaged in,
or has been convicted of engaging in
any
violation of state or federal
securities or
the rules and regulations of any
self regulatory
organization; or
iv. has been found liable in any civil
proceeding with respect to, a
violation of any federal
securities law or any securities law
of any other
jurisd