Exhibit 10.4
DRAFT
CONSULTING-LICENSE
AGREEMENT
This CONSULTING-LICENSE
AGREEMENT (“this Agreement”) is effective as of
September 1, 2007, by and between Alliance Management Partners,
LLC, a United States Virgin Islands limited liability company
(“Consultant”), and VCG Holding Corporation, a Colorado
Corporation (Buyer), on behalf of Seller Equityholder , as
defined in that certain Stock Purchase Agreement dated
August September 14 , 2007 (Seller”),
which Stock Purchase Agreement is referred to as “the Stock
Purchase Agreement.”
WHEREAS ,
Consultant, with its principal place of business located on St.
Croix, United States Virgin Islands, and through its team of
qualified staff individuals having a broad scope of business and
financial expertise, provides specialized management, consulting
and financial services ; and
WHEREAS , Buyer
desires to receive financial, economic development, and management
advice from Consultant, and to avail itself of the expertise,
experience, contacts, advice, and facilities available to
Consultant, and Seller desires to transfer over from Consultant to
Buyer the use of certain proprietary management manuals and
software, and other available training aids and spreadsheets, and
to utilize the staff expertise from Consultant for the Stock
Purchase by Buyer from Seller.
NOW, THEREFORE , in
consideration of the premises and the mutual covenants herein
contained and for the other good and valuable consideration paid
over to Consultant, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1.
Services . Seller agrees to retain Consultant to provide the
following Services to Buyer under the terms and conditions of this
Agreement:
(a)
Consult and advise as to decisions concerning the use of
Seller’s resources for and on behalf of Buyer;
(b)
Make recommendations as to the use of the available management
expertise and intellectual property, and to convey over to Buyer
all available manuals and materials of Consultant and Seller;
and
(c)
Carry out any consulting and advisory activities as the Seller and
Buyer shall request in writing as to the Sale of the Seller’s
business to Buyer pursuant to the Stock Purchase Agreement..
Consultant agrees to
use commercially reasonable efforts in providing the Services to
Buyer and Seller. Consultant shall render said Services in
accordance with al USVI Economic Development Commission
requirements, and shall do so
1
at its offices in the
USVI and through its USVI resident employees, and shall comply with
all USVI Territorial laws and Regulations.
Consultant will
promptly advise Seller and Buyer of any business facts, events or
circumstances of which Consultant becomes aware that may be
material to Seller’s business or sale transaction to
Buyer.
2.
Proprietary Materials . Consultant shall convey to Buyer the
proprietary materials and license rights as agreed and described in
Exhibit A, attached hereto.
Consultant represents
that it has and shall continue to develop certain proprietary
materials and software unique to Seller’s business, and shall
make all of its proprietary materials available to the Buyer in
accordance with the terms set forth in the Stock Purchase
Agreement. Consultant and Buyer agree that the proprietary
materials are for the use of Buyer, solely, and may not be assigned
transferred, or used for the benefit of any person. Notwithstanding
anything to the contrary herein, Consultant may, from time to time,
in its sole discretion, remove from the license conferred hereunder
any of the proprietary materials as to which a license was
previously conferred. In the event that any proprietary materials
are so removed, the Buyer shall immediately cease using said
materials and return same to Consultant. Except as specifically
authorized by Consultant, Buyer shall refrain from altering or
editing any proprietary materials it receives under this Agreement.
Buyer acknowledges and agrees that Consultant and Seller shall
retain absolute ownership of the proprietary materials as to which
license rights are conferred hereunder, and tha
