Exhibit 10.7 Agreement with Summit Financial Partners, LLC
INDEPENDENT CONSULTING AGREEMENT
This Independent Consulting Agreement ("Agreement"), effective as
of the
3rd day of December, 2003 ("Effective Date") is entered into by and
between
INNOVATIVE DESIGNS, INC., a Delaware corporation (herein referred
to as the
"Company") and SUMMIT FINANCIAL PARTNERS, LLC., an Indiana Limited
Liability
Company (herein referred to as the "Consultant").
RECITALS
WHEREAS, the Company is a publicly-held corporation with its common
stock traded
on the OTCBB; and
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 June 3,
2005.
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 all
telephone and written inquiries (which may be referred to the
Consultant by the
Company); preparing press releases for the Company with the
Company's
involvement and approval of press releases, 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 Eight
Hundred Thousand
(800,000) restricted shares of the Company's Common Stock ("Common
Stock" and
such shares, collectively, the "Shares"). The Shares are to be
issued to
Consultant's principals in the following manner: The Altavilla
Family Trust
(560,000 restricted shares), Alan C. Shoaf (120,000 restricted
shares) and
Marlin G. Molinaro (120,000 restricted shares). The aforementioned
principals
shall be included in the aforementioned definition of Consultant.
This
Commencement Bonus shall be fully paid and non-assessable and stock
certificates
representing the Commencement Bonus shall be issued and delivered
to Consultant
within 10 days of execution 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 retainer and is
not a
prepayment for future services. If the Company decides to terminate
this
Agreement prior to December 3, 2004, for any reason whatsoever, it
is agreed and
understood that Consultant will not be requested or demanded by the
Company to
return any of the shares of Common Stock paid to it hereunder.
Consultant agrees
and understands that if the during the term of this Agreement,
Consultant
performs substantial services for any direct competitor of the
Company, then the
Shares issued to Consultant hereunder will be forfeited.
4.3
Not
