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Consulting And Fee Agreement

Fee Agreement

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 This Fee Agreement involves

Internet Marketing Solutions, Inc | Sungro Minerals, Inc

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Governing Law: Rhode Island     Date: 3/18/2010

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Exhibit 10.6



This Agreement, dated as of July 1st, 2009, is between Internet Marketing Solutions, Inc. / Robert Hainey President, ( “CONSULTANT")   and Sungro Minerals, Inc. and affiliates (" CLIENT" or “Sungro” ), (collectively the Parties).




A. CLIENT desires to retain CONSULTANT to render consulting and advisory services for CLIENT on the terms and conditions set forth in this Agreement and CONSULTANT desires to be retained by CLIENT on such terms and conditions.


B. Internet Marketing Solutions, Inc. has introduced Sungro Minerals  and its affiliates to Steve Van Ert/Noel Cousins (Conglomerate Mesa) for the purpose of Conglomerate Mesa to merge with Sungro Minerals, Inc. (stock symbol SUGM) a public company controlled by Mal Bains and its affiliates.


C. This agreement will set forth the understanding between the Parties subsequent to a Definitive Agreement between Conglomerate Mesa and Sungro Minerals, Inc.


NOW, THEREFORE, CLIENT  and CONSULTANT agree as follows:


Retention of Consultant;


1. Services to be Performed. CLIENT hereby retains CONSULTANT for the term of this Agreement to perform the consulting services on an as needed basis. These services will include but will not be limited to business development, strategic planning, technology implementation, public relations, and mergers and acquisitions. In rendering Services hereunder, CONSULTANT shall be acting as an independent contractor and not as an employee or agent of CLIENT . As independent contractors, neither CONSULTANT nor CLIENT shall have any authority, express or implied, to commit or obligate the other in any manner whatsoever, except as specifically authorized from time to time in writing by an authorized representative of CONSULTANT or CLIENT , as the case may be, which authorization may be general or specific. Nothing contained in this Agreement shall be construed or applied to create a partnership. CONSULTANT shall be responsible for the payment of all federal, state or local taxes payable with respect to all amounts paid to CONSULTANT under this Agreement.


2. Compensation for Consulting Services. For consulting services with Sungro and Conglomerate Mesa, Inc. the Parties agree that CLIENT shall pay to CONSULTANT ten percent (10%) of the gross value of the project received by CLIENT including cash, stock and stock purchase warrants .


3. Billing. CONSULTANT shall invoice CLIENT for any compensation due as a result of a deal signed with Conglomerate Mesa, Inc. and Sungro. Payment on invoices so provided shall be due upon receipt.


4. Confidential Information. Confidential information of any nature that either party acquires regarding any aspect of the other party's business shall be treated in strict confidence. Information so obtained shall not be divulged, furnished or made accessible to third parties without the written permission of the other party to this Agreement. Both parties retain the right to do business with third parties in matters that may be competitive with the interests of the other party to this Agreement. However, the confidentiality constraints above shall be binding and have precedence over these business matters. Upon termination of this Agreement, the terms of this paragraph shall remain in effect for three years


5. Non-Circumvent.   The undersigned parties, intending to be legally bound, hereby irrevocably agree not to circumvent, avoid, bypass, or obviate each other, directly or indirectly, to avoid payment of fees, commissions, or any other form of compensation in any transaction with any corporation, partnership, or individual, revealed by ei

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