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CONSULTING/SALES
AGREEMENT
CONSULTING AGREEMENT made as of this 4th of June 2007, by
and between Guardian Technologies International, Inc. (hereinafter
"GDTI" or "CLIENT") and Fowler International, LLC. (hereinafter)
“FOWLER INTERNATIONAL, LLC").
WITNESSETH:
WHEREAS, FOWLER INTERNATIONAL, LLC is skilled in high
technology related disciplines and is knowledgeable about high
technology and related markets in Russia and the Ukraine;
WHEREAS, CLIENT desires to obtain the services of FOWLER
INTERNATIONAL, LLC to assist CLIENT in the manner described herein
and FOWLER INTERNATIONAL, LLC desires to perform such services for
CLIENT;
NOW THEREFORE, in consideration of the mutual covenants
and promises set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1.
Appointment of FOWLER INTERNATIONAL, LLC.
CLIENT hereby retains FOWLER INTERNATIONAL, LLC to
perform or supervise the activities described in Appendix A
attached hereto. FOWLER INTERNATIONAL, LLC hereby accepts such
appointment subject to the terms and conditions set forth herein.
From time to time, CLIENT and FOWLER INTERNATIONAL, LLC may agree
that FOWLER INTERNATIONAL, LLC should perform or supervise
additional activities pursuant to this Agreement. In this event,
CLIENT and FOWLER INTERNATIONAL, LLC shall prepare additional
Appendix(s) describing such additional work to be performed by
FOWLER INTERNATIONAL, LLC, and the CLIENT and FOWLER INTERNATIONAL,
LLC shall each sign and attach to this Agreement such additional
Appendix(s) and any executed counterparts thereof, thereby amending
this Agreement.
2.
Performance and Duties.
FOWLER INTERNATIONAL, LLC agrees to perform the services
required hereunder in a diligent and professional manner and
further agrees to devote such time, energy and attention to the
performance of such services as is reasonably necessary to complete
the project. In performing services hereunder, FOWLER
INTERNATIONAL, LLC shall comply with laws, rules, regulations and
applicable legal requirements of the United States of America and
other countries having jurisdiction over the activities described
in the Appendices attached hereto, or to be attached hereto.
3.
FOWLER INTERNATIONAL, LLC's Fees and Expenses.
a)
During the term hereof and any extensions, FOWLER
INTERNATIONAL, LLC shall be entitled to fees according to the
following schedule:
1
1.
For work to be performed by FOWLER INTERNATIONAL,
LLC pursuant to Appendix A, FOWLER INTERNATIONAL, LLC shall receive
a monthly retainer fee in the amount of USD $10,000.00 per month
for three month. ($30,000), all of which will be paid by July 1,
2007 for months July, August and September pursuant to this
Agreement and conditions set forth in Appendix A. The final payment
of for October will be paid on or before October 1 for an
additional 10k.
2.
For Transactions closed pursuant to Appendix A, CLIENT will pay
FOWLER INTERNATIONAL, LLC a success fee (the “Success
Fee”) of 5% of the value of the Transaction for a period of
two years after end of any contract between Guardian and Fowler
International. Such Success Fee will be calculated on the amount of
the total revenue received, less hardware and other costs of the
deal for the two year period for any business generated in Russia
or the CIS. The success fee will be payable on the date on
which CLIENT receives revenue for the Transaction. Fowler
will also be paid a bonus of 10k for the first order that is placed
in the Russian Federation or any CIS country. The bonus will be 10k
and in addition to the 5%. 5k will be paid at the time
of the placement of the order and an additional 5k within 15
days.
For purposes of this Agreement a Transaction shall mean any
transaction to be defined in a respective Appendix to this
Agreement and shall include any transaction or series or
combination of transactions.
CLIENT confirms that it will make provision, in the closing
documents of the Transaction for the payment of FOWLER INT
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