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Financial Consulting Services Agreement

Financial Services Agreement

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Title: Financial Consulting Services Agreement
Governing Law: Virginia     Date: 8/22/2016
Industry: Constr. - Supplies and Fixtures     Sector: Capital Goods

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Exhibit 10.6


Financial Consulting Services Agreement


This letter (the “ Agreement ”), beginning on January 27, 2016 (the “Effective Date”) sets forth the terms and conditions by which Exactus BioSolutions (the “ Company ”) engage Kelley Wendt, CPA (the “Provider”), for consultancy services related but not limited to financial management.


1.   Services .


(a)   The Company hereby engages Provider to perform financial management services, including but not limited to: support in maintenance of current accounting systems, processes and policies and procedures necessary to maintain an effective accounting system, support in preparation of periodic reporting for accounts and financial statements, support in preparation of packages and schedules for audit team(s),  all in accordance with applicable government rules and regulations during the Term (as defined below) of the services set forth in this Agreement (the “ Services” ).


(b)   All Services are to be provided in compliance with all laws, regulations and policies applicable to the Company, including those pertaining to any applicable regulatory laws(collectively, the “ Laws ”). Provider shall not act in any manner that would result in the Company breaching the Laws.


(c)   The Company shall make available to Provider all information which Provider reasonably requests in connection with providing the Services, including, but not limited to, information with respect all financial information owned by the Company and any of its subsidiaries.


2.   Fees and Expenses .


(a)   The Company shall compensate Provider for its Services during the Term as follows:


(b)   The Company shall pay Provider $125 per hour


(c)   Company shall reimburse Provider for all reasonable out-of-pocket expenses incurred by Provider in performing Services under this Agreement (“Expenses”), including, without limitation, long distance telephone charges, overnight mailing and delivery charges, postage, printing, photocopying and travel. Provider shall travel coach class for all flights unless approved by Company in advance.  Any single expense over $500 will require approval of the Company in advance.


(d)   All Payments will be made within 30 days of receipt of invoice from Provider.


3.   Nature of Relationship .  Provider will act under this Agreement as an independent contractor. Nothing in this Agreement shall be deemed to create a fiduciary, agency, employment or joint venture relationship between Provider and the Company. Nothing in this Agreement shall be deemed to confer on any person or entity other than Provider and the Company or their respective successors and, to the extent expressly set forth herein, the Indemnified Parties (as defined in Section 6(a)), any relationship, rights or remedies under or by reason of this Agreement or of the Services to be rendered by Provider.


4.   Term .


(a)   This Agreement will terminate on June 30, 2014 (the “ Expiration Date ”), unless extended by the Company and Provider. The period during which this Agreement is in effect is referred to as the “ Term ”.


(b)   If the Agreement is terminated by the Company prior to the Expiration Date other than for Cause (as defined below) and the effective date of termination is prior to end of a month, the Company shall pay Provider the Fee due for the full period which the effective date of termination falls.  In any event, upon the termination of this Agreement, the Company shall reimburse Provider for all expenses properly incurred by Provider which have not been previously reimbursed by the Company.


(c) (i) “ Cause ” means a material breach of the Agreement by Provider which has not been cured within 30 days after receipt by Provider of written notice of such material breach.


5.   Confidentiality .


(a)   Provider and any of its representatives, as defined below will not disclose to any other person or entity, or use for any purpose any information pertaining to the Company or any subsidiary of the Company which is either non-public, confidential or proprietary (“ Information ”) that Provider obtains or is given access to by the Company or one of its subsidiaries or any of their respective officers, directors, employees or agents (“ Representatives ”) during the Term of this Agreement. Information does not include information which (i) is now, or hereafter becomes, through no act or failure to act on the part of Provider, generally known or available to the public; (ii) was rightfully and legally acquired by Provider from a party having the right to disclose such information before receiving such information from the Company (or any of its subsidiaries or Representatives) and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to Provider by a third party, without restriction as to use or disclosure; (iv) is information which was independently developed by Provider without breach of any obligation of confidentiality; (v) is required to be disclosed pursuant to law, provided that Provider (A) gives the Company reasonable advance notice of such required disclosure so that the Company may seek an appropriate protective order or other remedy; (B) will not oppose, and will cooperate with, the Company at the Company’s expense in seeking such order or remedy and (C) will disclose only that portion of the Information which it is legally compelled to disclose; or (vi) is disclosed with the prior written consent of the Company. The provisions of this Section 5(a) shall survive the termination of this Agreement for a period of five years.






6.   Indemnification .


(a)   The Company hereby agrees to defend, indemnify and hold harmless  Provider  and their respective heirs, successors, assigns and affiliates (each an “ Indemnified Party ” and together, the “ Indemnified Parties ”) from and against any and all losses, deficiencies, claims, actions, liabilities, damages, assessments, judgments, obligations, penalties, awards and other liabilities, costs and expenses, including but not limited to interest, penalties and reasonable fees, disbursements and expenses of attorneys, accountants, financial and other advisors, experts and witnesses, both those incurred in connection with the defense or prosecution of the identifiable claim and those incurred in connection with the enforcement of this provision (collectively, “ Damages ”) caused by, based upon, resulting from or arising out of this Agreement and/or the provision of any Services by Provider, to the extent such Damages do not result from a breach of this agreement by an Indemnifying Party or from the gross negligence or willful misconduct of any such Indemnified Party, as determined in a final, non-appealable adjudication by a court of competent jurisdiction.


(b)   Promptly after receipt by an Indemnified Party of notice of the commencement of any claim, action or other proceeding against it (collectively, an Indemnified Claim ”), such Indemnified Party shall provide the  Company  with written notice of the commencement thereof; provided , that no failure or delay by the Indemnified Party in giving such notice will relieve the Company from any obligation or liability under this Agreement, except and to the extent that the  Company is materially prejudiced by such failure or delay. Such notice shall describe the Indemnified Claim in reasonable detail. The Company may elect to defend, at its own expense and with counsel of its selection, reasonably satisfactory to the Indemnified Party, any Indemnified Claim unless and to the extent that (i) the Indemnified Claim seeks an order, injunction or other equitable or declaratory relief against the Indemnified Party; (ii) the Indemnified Party shall have reasonably concluded that there is an actual or potential conflict of interest between it and the Company in the conduct of such defense; (iii) the Indemnified Party shall have one or more defenses available to it that are not available to the Company; (iv) the Company shall have failed to employ counsel reasonably satisfactory to the Indemnified Party; or (v) the Company is not timely or diligently defending such Indemnified Claim after reasonable notice is provided by the Indemnifying Party of its intention to seek alternative counsel. If the Comp

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