Exhibit 10.3
CONSULTING SERVICES
AGREEMENT
This consulting
services agreement ("Agreement"), effective as of September 11,
2009 is entered by and between Information Systems Associates, Inc.
a Florida corporation ("the Company or “Company") and WSR
Consulting, Inc., a Florida corporation ("Consultant").
WHEREAS , the Company is a public company;
and
WHEREAS , Consultant has experience in the area of
general management, accounting, SEC and SOX compliance, corporate
finance, corporate strategy; and
WHEREAS , the Company desires to engage the services of
Consultant to provide accounting services, including the services
of an individual performing the functions of a Chief Financial
Officer, all on an outsourced basis;
NOW
THEREFORE , in
consideration of the premises and the mutual covenants and
agreements herein set forth, and intending to be legally bound, the
Company and Consultant agree as follows:
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Term of
Consultancy . The Company engages
Consultant to act in a consulting capacity to the Company, and
Consultant agrees to provide services to the Company commencing on
the date first set forth above and ending 12 months
thereafter. The parties may agree to end the agreement
during the term by mutual consent or unilaterally at the end of a
quarter by giving 90 days written notice.
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Duties of
Consultant . Consultant will generally provide
the following consulting services (the “Services”)
during the term of this Agreement:
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Provide
accounting services as would be required by the Company’s
Chief Financial Officer, including the responsibility of timely
filing of all required documents for a public company, including
reports required under the federal securities laws;
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Work directly
with senior management of the Company in the areas of strategic
planning and financial management including accounting;
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Perform the
functions generally assigned to full-time Chief Financial
Officer including the support of ongoing operations,
financial reporting, signing of documents on behalf of the Company
as its CFO, attendance at and preparation of Proxy Statements for
Annual Shareholders Meeting, and other resource management as
necessary;
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The person who
agrees to act as Chief Financial Officer must be approved by the
Company’s Board of Directors and is subject to being replaced
by the Company’s Board of Directors. The Chief
Financial Officer shall be responsible for executing the
Sarbanes-Oxley Act of 2002 certifications in the Company’s
Forms 10-Q and 10-K and executing any registration statements and
providing such other certifications as may be customarily provided
by a chief financial officer or chief accounting officer, including
under the federal securities laws. The Chief Financial Officer
shall also provide any calculations, certifications and written
reports as may be requested by any lenders to the
Company.
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Allocation
of Time and Energies . The Consultant will perform the
Services in a professional manner in accordance with accepted
industry standards and in compliance with applicable federal, state
and local laws and regulations. Although no specific hours-per-day
requirement will be required, the parties acknowledge and agree
that Consultant will initially spend an average of 2 days per month
on site at the Company’s location. It is understood that the
Company is entering into this Agreement with the understanding that
Michael Hull will be the principal of Consultant during the entire
term of this Agreement. It is also understood that Mr.
Hull may elect to involve other consultants in the performance of
the Consultant’s duties who will be compensated by Consultant
unless otherwise agreed in advance by the Company. The
individual serving as “Chief Financial Officer” of the
Company as part of Consultant’s duties hereunder shall be
compensated solely by the Consultant and the Company shall have no
further obligation to provide additional compensation to such
individual.
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Remuneration . As full and complete compensation
for Consultant’s agreement to perform the Services, the
Company shall compensate the Consultant as follows:
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For ongoing
work related to interim management services including the services
provided by the individual serving as the Chief Financial Officer
of the Company and including the other accounting services required
hereunder to be provided by Consultant, the Company will pay
Consultant a fee of $2,000 per month in advance. The first monthly
payment is due on execution of this
agreement. Additional monthly payments are due on the
1 st of each month that this contract remains in
effect.
On-site days
will be tracked by the Consultant based on a three month rolling
average. Where the Company requests additional days,
beyond those contracted for, the Consultant shall receive an
additional $1,000 per additional day or $125 per hour, whichever is
smaller.
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Expenses . Consultant agrees to pay for all
its expenses other than extraordinary items for which the Company
will reimburse Consultant its reasonable, documented out-of-pocket
expenses. Such extraordinary items include travel and
entertainment required by/or specifically requested by the Company,
professional fees incurred by professionals retained on behalf of
the Company for the purposes of the Company’s legal
compliance such as tax return preparation, audit, legal and any
other expenses related to the Company’s regulatory
compliance.
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Work
Location . The Consultant
will primarily perform its duties on site at the Company’s
offices. Where necessary, and by prior approval,
Consultant is available to travel at the Company’s
request. The Company will supply a working environment
commensurate with a senior management position at the company
including technical support as necessary. Consultant
will supply its own computing equipment complete with general
business software. Any additional requirements such as
specialized software or supplies specifically required for the
performance of Consultant’s duties at the Company will be
supplied in a timely manner at the expense of The
Company.
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The Company
agrees to indemnify and hold harmless Consultant, its officers,
directors, employees, affiliates and agents harmless from and
against any and all losses, claims, damages and
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