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INDEPENDENT CONSULTING AGREEMENT

Consulting Services Agreement

INDEPENDENT CONSULTING AGREEMENT | Document Parties: ENABLE HOLDINGS, INC. | SALZWEDEL FINANCIAL COMMUNICATIONS, INC You are currently viewing:
This Consulting Services Agreement involves

ENABLE HOLDINGS, INC. | SALZWEDEL FINANCIAL COMMUNICATIONS, INC

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Title: INDEPENDENT CONSULTING AGREEMENT
Governing Law: Oregon     Date: 3/23/2009
Industry: Retail (Catalog and Mail Order)     Sector: Services

INDEPENDENT CONSULTING AGREEMENT, Parties: enable holdings  inc. , salzwedel financial communications  inc
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Exhibit 10.1

 

INDEPENDENT CONSULTING AGREEMENT

 

This Independent Consulting Agreement (“Agreement”), effective as of the 15 th day of March, 2009 (“Effective Date”) is entered into by and between Enable Holdings, Inc., a Delaware corporation (herein referred to as the “Company”), and Salzwedel Financial Communications, Inc ., an Oregon corporation (herein referred to as the “Consultant”).

 

RECITALS:

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTCBB;

 

WHEREAS, Company desires to engage the services of Consultant to represent the Company in investors' communications and public relations with existing shareholders, brokers, dealers and other investment professionals as to the Company's current and proposed activities, and to consult with management concerning such Company activities;

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

 

1.             Term of Consultancy .  Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide services to the Company commencing immediately and ending on March 15, 2010 unless otherwise terminated earlier as provided herein.

 

2.             Duties of Consultant .  The Consultant agrees that it will generally provide the following specified consulting services through its officers and employees during the term specified in Section 1, above.

 

(a)             Consult with and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company in the financial community, and creating the foundation for subsequent financial public relations efforts;

 

(b)             Introduce the Company to the financial community, including, but not limited to, retail brokers, buy side and sell side institutional managers, portfolio managers, analysts and financial public relations professionals;

 


 

(c)             With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company's plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community;

 

(d)             Assist and consult the Company with respect to its (i) relations with stockholders, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally;

 

(e)             Perform the functions generally assigned to stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to the Consultant by the Company); reviewing press releases before they are released by the Company as well as reports and other communications with or to shareholders, the investment community and the general public; consulting with respect to the timing, form, distribution and other matters related to such releases, reports and communications; and, at the Company’s request and subject to the Company’s securing its own rights to the use of its names, marks and logos, consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image;

 

(f)             Upon and with the Company's direction and written approval, disseminate information regarding the Company to shareholders, brokers, dealers, other investment community professionals and the general investing public;

 

(g)             Upon and with the Company's direction, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to communicate with them regarding the Company's plans, goals and activities, and assist the Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public;

 

(h)             At the Company's request, review business plans, strategies, mission statements budgets, proposed transactions and other plans for the purpose of advising the Company of the public relations implications thereof; and

 

(i)             Otherwise perform as the Company's consultant for public relations and relations with financial professionals.

 


 

3.             Allocation of Time and Energies .  The Consultant hereby promises to perform and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection with the conduct of its financial and public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Consultant and staff shall diligently and thoroughly provide the consulting services required hereunder. Although no specific hours-per-day requirement will be required, Consultant and the Company agree that Consultant will perform the duties set forth herein above in a diligent and professional manner. The parties acknowledge and agree that a disproportionately large amount of the effort to be expended and the costs to be incurred by the Consultant and the benefits to be received by the Company are expected to occur within or shortly after the first two months of the effectiveness of this Agreement. It is explicitly understood that neither the price of the Company’s common stock, nor the trading volume of the Company’s common stock hereunder measure Consultant’s performance of its duties.  It is also understood that the Company is entering into this Agreement with Consultant, a corporation and not any individual member or employee thereof, and, as such, Consultant will not be deemed to have breached this Agreement if any member, officer or director of the Consultant leaves the firm or dies or becomes physically unable to perform any meaningful activities during the term of the Agreement, provided the Consultant otherwise performs its obligations under this Agreement.

 

4.             Remuneration .

 

4.1            (a)            For undertaking this engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue, or have issued, to the Consultant a “Commencement Bonus” of:

 

(i)             Nine Hundred Thousand (900,000) shares of the Company’s Common Stock (“Common Stock” and such shares, collectively, the “Shares”); and

 

(ii)             a 5-year warrant to purchase three million (3,000,000) shares of Common Stock at $0.25 per share.

 

 

This Commencement Bonus shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant as promptly as possible and not later than April 15, 2009  Additionally the Company agrees to pay Consultant the sum of $8000.00 cash per month due and payable on the 15th of each month of this Agreement.

 

(b)             Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder.

 

4.2             The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant.  The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retaine


 
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