Exhibit 10.1
Professional Services
Agreement
NetBank, Inc. (the “Company”)
located at 9710 Two Notch Road, Columbia, South Carolina 29223 has
engaged the services of GGG, Inc. (“GGG”) 333 Sandy
Springs Circle, Suite 106 Atlanta, GA 30328 to provide consulting,
advisory and financing services described on Schedule 1 attached
hereto (the “Services”). This letter agreement sets
forth the terms on which GGG will provide the Services to the
Company. The list of Services set forth on Schedule 1 may be
amended in writing by mutual agreement of the parties from time to
time.
1.
The Company shall provide
GGG with full access to all Company records, including information
concerning the business, assets, operations and financial condition
of the Company. In addition, GGG shall have full access to all
personnel within the Company as well as the Company’s outside
professional advisors, including its outside auditors and
attorneys. The Company agrees that GGG are authorized to make
appropriate use of all such information in connection with the
performance of the Services, provided, however, that such
information shall be kept confidential to the extent that it
contains material, non-public information, the disclosure of which
may be subject to applicable securities laws.
2.
Management of the Company
shall promptly disclose to GGG any information relating to any
known misstatement of material fact contained in any information
provided to GGG concerning the business, assets, operations and
financial condition of the Company or any fraud or alleged fraud,
whether or not material, that involves management or other
personnel that are responsible for the preparation of the
Company’s financial statements.
3.
The relationship of GGG to
the Company shall at all times be that of an independent
contractor.
4.
GGG shall be subject
solely to the control of the Board of Directors of the Company or
his assignees. Except for such control, GGG shall not be subject to
the control of any other person or persons.
5.
GGG shall be compensated
for the Services based on the attached Schedule I.
6.
The Company agrees to
indemnify and hold harmless GGG and each of its equity holders,
managers, directors, officers, employees, GGG, subcontractors and
agents (each, “GGG Indemnified Person”) from and
against any losses, claims, damages, expe
