CONSULTING/SALES
AGREEMENT
CONSULTING AGREEMENT made as of this 6th
of August, 2005, 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.
1
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 all laws,
rules, regulations and applicable legal requirements of the Russian
Federation, 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)
For work performed by FOWLER
INTERNATIONAL, LLC pursuant to Appendix A, FOWLER INTERNATIONAL,
LLC shall receive a monthly retainer fee in the amount of USD
9000.00 per month. This fee will be invoiced monthly, such invoice
to contain a record of actual work performed by FOWLER
INTERNATIONAL, LLC hereunder. The first month will be paid in
advance and the remaining payments will be due on or before the 1
st day of each succeeding month. Fowler International,
LLC will generate an invoice 15 days prior to the payment being
due.
For work performed by FOWLER
INTERNATIONAL, LLC pursuant to other Appendices agreed upon and
attached to this Agreement in addition to Appendix A, FOWLER
INTERNATIONAL, LLC shall receive a monthly retainer fee to be
mutually agreed upon and specified in the respective
Appendix.
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 one year after the first deal is signed
between Guardian and the “distributor”. Such Success
Fee will be calculated on the amount of the total revenue of the
deal for the one year period. The success fee will be payable
on the date on which CLIENT receives revenue for the
Transaction.
2
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
INTERNATIONAL, LLC’s Success Fee simultaneously with the
transfer of the principal amounts upon which such Success Fees is
due.
b)
In addition to the foregoing, during the
term hereof, CLIENT will provide FOWLER INTERNATIONAL, LLC with
reimbursement for out-of-the-pocket expenses (including travel and
legitimate reasonable expenses), pre-approved by CLIENT in advance
in writing, and related t
