CONSULTING SERVICES
AGREEMENT
This Financial
Consulting Services Agreement (hereinafter the
“Agreement”) is entered this 17th day of September,
2008 by and between SALES ATTACK LC (hereinafter
“Consultant”) a Michigan Limited Liability Company and
Ecology Coatings (hereinafter “Client”), a Nevada
corporation, with reference to the following:
WHEREAS , Client desires to be assured of the
association and services of Consultant in order to avail itself of
Consultant’s experience, skills, abilities, knowledge, and
background to facilitate long range strategic planning, and to
advise Client in business and/or financial matters and is therefore
willing to engage Consultant upon the terms and conditions set
forth herein.
WHEREAS , Consultant desires to be assured, and
Client desires to assure Consultant, that, if Consultant associates
with Client and allocates its resources necessary to provide Client
with its services as Client requires and expects, the Consultant
will be paid the consideration described herein and said
consideration will be nonrefundable, regardless of the
circumstances.
WHEREAS , the Consultant agrees to be engaged and
retained by the Client and Client agrees to engage and retain
Consultant upon the terms and conditions set forth
herein.
NOW,
THEREFORE , in consideration of the foregoing, of the
mutual promises hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Engagement. Client hereby engages Consultant on a
non-exclusive basis, and Consultant hereby accepts the engagement
to become financial Consultant to Client and to render such advice,
consultation, information, and services to the Directors and/or
Officers of Client regarding identifying and developing new revenue
sources for Client.
2.
Term . The term (“Term”) of this
Agreement shall commence on the date hereof and continue for two
(2) years. The Agreement may be extended upon agreement by
both parties, unless or until the Agreement is terminated. Either
party may cancel this Agreement upon five days written notice in
the event either party violates any material provision of this
Agreement and fails to cure such violation within five
(5) days of written notification of such violation from the
other party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party
of its obligation incurred prior to the date of
cancellation.
3.
Due Diligence. Client shall supply and deliver to
Consultant all information relating to Client’s business as
may be reasonably requested by the Consultant to enable Consultant
to provide the consulting services described in paragraph 1
hereof.
4.
Compensation and Fees . As consideration for
Consultant entering into this Agreement, Client agrees to pay and
deliver to Consultant the consideration stated in Exhibit A,
which is attached hereto and incorporated by reference
herein.
5.
Exclusivity; Performance; Confidentiality . The
services of Consultant hereunder shall not be exclusive, and
Consultant and his agents may perform similar or different services
for other persons or entities whether or not they are competitors
of Client. Consultant agrees that it will, at all times, faithfully
and in a professional manner perform all of the duties that may be
reasonably required of Consultant pursuant to the terms of this
Agreement. Consultant shall be required to expend only such time as
is necessary to service Client in a commercially reasonable manner.
Consultant does not guarantee that its efforts will have any impact
upon the Client’s business or that there will be any specific
result or improvement from Consultant’s efforts. Consultant
acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement with
Client, shall not be, directly or indirectly, disclosed without the
prior express written consent of Client, unless and until such
information is otherwise known to the public generally or is not
otherwise secret and confidential.
6.
Exculpation of Liability and Indemnification
. All decisions with respect to consultations or services
rendered by Consultant for transactions negotiated for and
presented to the Client by Consultant shall be those of the Client,
and Consultant shall have no liability with respect to such
decisions. In connection with the services Consultant renders under
this
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