EXHIBIT 10.6
AMERICAN RESTAURANT DEVELOPMENT
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “
Agreement ”) is made and entered into this 21
st day of April, 2005 by and between American
Restaurant Development Corporation a Nevada corporation with
offices at 7400 E. McDonald Drive Suite 121, Scottsdale, Arizona
85250 (“ Consultant” ), and Ultraguard Water
Systems Corp. , a Nevada Corporation with offices at 914
Sherwood Avenue Coquitlam, British Columbia V3K 1A6 Canada (“
Client ”).
WITNESSETH:
WHEREAS , Consultant, as a result of the
expenditure of time, skill, effort, and money, has developed and/or
owns distinctive formats and systems (the “ System
”) relating to the establishment and operation of different
restaurant concepts, including without limitation policies,
procedures, uniformity of products and services, advertising and
promotional programs, and other proprietary information;
WHEREAS , Consultant and its employees,
representatives, and agents are independent contractors who are in
the business of offering identification and recruitment of
prospective restaurant concepts;
WHEREAS , Client desires to hire
Consultant to perform the services outlined below and Consultant
desires to perform the services outlined below in accordance with
the terms of this Agreement;
NOW, THEREFORE, in consideration of the
mutual promises herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, hereby agree as
follows:
1.
Engagement . Consultant agrees
to serve as the sole and exclusive consultant and general advisor
to Client in the identification and recruitment of prospective
restaurant concepts.
2. Effective
Term . The Term of this Agreement is for a period of five (5)
years or until the Consultant has identified and recruited six (6)
restaurant concepts for Client that enter into the Clients
then-current form of operating agreement pursuant to which
restaurant concepts are developed whichever occurs first.
3. Duties of Consultant
.
(a) General Duties.
Consultant shall be solely and exclusively responsible for the
identification and recruitment of prospective restaurant concepts
(Restaurant Concept(s)), and will make such personnel
available as Consultant deems necessary for that purpose throughout
the term of this Agreement. As used in this Agreement, the term
“ Restaurant Concept(s) ” is defined as a new
unique dining experience that is suitable for national franchising
which includes: (1) every Restaurant Concept for which Client has
met and approved; and (2) every “ Restaurant
Concept(s) ” for which Client enters into its
then-current form of operating agreement pursuant to which
restaurant concepts are developed. Consultant will use commercially
reasonable efforts to identify and recruit prospective restaurant
concepts on Client’s behalf.
(b) Performance
Requirements . Consultant agrees to meet the following
performance requirements and to sell:
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(1) |
During Year One of this Agreement, a total of 2 Restaurant
Concepts; |
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(2) |
By the end of Year Two, a cumulative total of 3 Restaurant
Concepts; |
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(3) |
By the end of Year Three, a cumulative total of 4 Restaurant
Concepts; |
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(4) |
By the end of Year Four, a cumulative total of 5 Restaurant
Concepts; |
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(5) |
By the end of Year Five, a cumulative total of 6 Restaurant
Concepts. |
4. Duties of Client .
(a) Marketing and Sales
Materials. At Client’s expense, Client shall supply
Consultant with all agreed corporate marketing, sales, and other
promotional materials as Consultant may reasonably require to carry
out its duties under this Agreement. Should Consultant need to
duplicate any documents contemplated by this Section 4(a) because
of Client’s failure to timely supply same, Client agrees to
reimburse Consultant for the reasonable cost of such duplication.
Consultant shall have the right, without any payment to Client, to
use any marketing, advertising, or sales materials available to
Client in connection with performing its duties under this
Agreement
(b) Referrals. Client
agrees to use its best efforts to refer to Consultant all inquiries
or other contacts made to Client by prospective restaurant concepts
in a prompt and timely manner.
5. Compensation. Consultant
will be compensated for performance as follows:
(a) During the term of this
Agreement, and any renewal or extension thereof:
(1) Client shall pay Consultant a
fee (the “Stock Fee” ) equal to Five Million
shares of restricted and unrestricted shares of UGRD common stock
under the following schedule:
-Two Million Five Hundred Thousand (2,500,000)
shares of unrestricted S-8 common stock shall be released on a
schedule to be established between Consultant and Client after the
first prospect enters into the Clients then-current form of
operating agreement pursuant to which restaurant concepts are
developed and restricted shares on the following schedule.
-Five Hundred Thousand (500,000) restricted shares after the second
prospect enters into the Clients then-current form of operating
agreement pursuant to which restaurant concepts are developed;
-Five Hundred Thousand (500,000) restricted shares after the third
prospect enters into the Clients then -current form of operating
agreement pursuant to which restaurant concepts are developed;
-Five Hundred Thousand (500,000) restricted shares after the forth
prospect enters into the Clients then-current form of operating
agreement pursuant to which restaurant concepts are developed;
-Five Hundred Thousand (500,000) restricted shares after the fifth
prospect enters into the Clients then-current form of operating
agreement pursuant to which restaurant concepts are developed;
-Five Hundred Thousand (500,000) restricted
shares after the sixth prospect enters into the Clients
then-current form of operating agreement pursuant to which
restaurant concepts are developed.
6. Reporting
and Approvals .
(a)
Consul
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