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