This Consulting Services Agreement involves
Title: CONSULTING SERVICES AGREEMENT
Governing Law: Delaware Date: 8/31/2016
Industry: Real Estate Operations Sector: Services
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (this " Agreement "), is entered into this 19th day of August, 2016, by and between Jax Capital Growth LLC (the " Consultant ") and NABUfit Global, Inc. (the " Client "). The Consultant or the Client sometimes referred to as a " Party " and together referred to as the " Parties ".
WHEREAS , as a result of the Consultant's experience, skills, abilities, knowledge, and background, the Client desires to engage the Consultant to render consulting services hereinafter set forth upon and subject to the terms and conditions of this Agreement; and
WHEREAS , the Consultant desires to be engaged as a consultant by the Client to perform the consulting services hereinafter set forth for the consulting fees and upon and subject to the terms and conditions set forth herein.
NOW , THEREFORE , in consideration of the foregoing recitals and the mutual covenants and agreements 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. CONSULTING SERVICES. Subject to the terms and conditions of this Agreement, the Client hereby retains the Consultant, on a non-exclusive basis, as a business consultant to provide advice and services, as directed by the Client from time to time, relating to business plan execution, business strategy and media solutions (the " Services "), including with respect to the following:
· Public relations;
· Financial expos;
· Corporate financial resources.
Notwithstanding anything contained herein to the contrary, the Parties hereto acknowledge and agree that, if directed by the Client, the Services may include providing advice and assistance to the Client in connection with the Client's capital raising efforts. The parties further acknowledge and agree that the Consultant shall have no power to bind Client to any contract or obligation or to transact any business in the Client's name or on behalf of the Client in any manner. The Parties shall at all times comply with all state and federal securities laws, rules and regulations.
2. CLIENT OBLIGATIONS. The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client's business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client's knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information, and shall not be liable for any inaccuracies therein.
3. TERM. The term of this Agreement (the " Term ") shall commence on the date hereof and continue for a period of four months. Either Party may terminate this Agreement upon five (5) days prior written notice in the event that the other Party materially breaches its obligations under this Agreement and fails to cure such material breach within fifteen (15) days of receipt of written notice thereof from the other Party. Each Party's right of termination as set forth herein shall be in addition to, and not in limitation of, any and all other remedies available to such Party at law, in equity, or under the terms and provisions of this Agreement. Notwithstanding the foregoing, no expiration or termination of this Agreement shall effect: (i) the confidentiality provisions set forth herein; (ii) the Consultant's right to receive, and the Client's obligation to pay, any fees and expenses due, and (iii) the agreements of the Client and Consultant with respect to choice of law and forum.
4. MILESTONES . The following are expected milestones that the Parties agree are the measure of success of this Agreement:
(a) an additional 300 new shareholders
(b) Represented at the following investment shows: The Money Show in San Francisco, See Thru Equity Shows (including 6-10 one on one meetings with potential investors), Growth Capital Expos
(c) 15-page research report
(d) The sale of at least 550,000 shares of the Client's common stock by the Client to investors introduced to the Client by Consultant
(e) Meetings with investment banks such as: Goldman/ UBS / Oppenheimer / Barrington
5. COMPENSATION AND FEES. As consideration for Consultant's entering into this Agreement, the Client shall (a) make an issuance to the Consultant on the date hereof a total of 30,000 shares of Client common stock $0.0001 par value (the " Client Common Stock ") from the newly effective S-1 registration, (b) make an additional issuance to Consultant of 10,000 shares of Client's registered Common Stock from the newly effective S-1 registration, the first business day of each subsequent month (three issuances) during the term of this Agreement and (c) the issuance of 60,000 shares of Client Common Stock on the last day of the term of this Agreement if the milestones in Section 4. of this Agreement have been completed. This agreement will be accompanied with the subscription agreement, substantially as set forth on Exhibit A, with all terms and conditions along with. All shares of Client Common Stock issued to the Consultant hereunder shall be duly authorized, validly issued, fully paid and non-assessable when issued, with no personal liability attaching to the ownership thereof, and shall be issued in compliance with applicable federal, state and foreign securities laws. All shares of Client Common Stock issued to the Consultant hereunder will be free and clear of all liens, claims and other encumbrances of any kind or nature, including restrictions upon the transferability of shares of Client Common Stock (" Encumbrances "). The issuance by Client of the Client Common Stock will not result in (i) any breach of its constituent documents, (ii) any claim by a third party against the Consultant or (iii) any breach of any law or regulation applicable to Client.
6. REPRESENTATIONS AND WARRANTIES OF THE PARTIES.
(a) Client Representations and Warranties . The Client represents and warrants to the Consultant that the statements contained in this Section 5(a) are correct and complete:
(i) The Client is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to enter into this Agreement, perform its obligations as provided for herein, and consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by the Client, the performance by it of obligations herein and the consummation of the transactions contemplated hereunder, have been duly approved and authorized by the Client's board of directors and shall not (i) result in a violation of any of the constituent documents of the Client; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Client is a party or by which it or any of its properties or assets may be bound; (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Client or any of its properties or assets; or (iv) give any governmental a