EXHIBIT 10.15
PARTNERS
RESOURCE MANAGEMENT
THE TRANSITION SPECIALIST
Mr Steve McEvoy
Chief Operating Officer
One Source Technologies Inc.
15730 N 83 rd Way
Scottsdale, AZ 85260
January 1, 2005
Dear Steve,
Engagement Resources Agreement
Partners Resource Management, LLC
(“Partners”) understands that One Source Technologies
Inc. (the “Company”) desires to engage Partners
personnel (the “Associates”) from time to time as
required by engagement circumstances and as determined and
commissioned by mutual agreement of Partners and the Company. The
Company acknowledges that the Associates are engaged for the
benefit of the Company but are and will remain Employees of
Partners so that they will have continuous access to our
firm’s resources for use in their involvement with the
Company. This Engagement Resources Agreement (the “Resources
Agreement”) sets forth the rights of the Company, through the
Employees to use such resources for the benefit of the Company and
for the payment for such services.
Partners’ obligations to
the Company are exclusively those set forth in this Resources
Agreement and Exhibit’ A attached hereto. This document will
serve as the entire agreement between the Company and
Partners.
If additional services are
required beyond the scope of this Resource Agreement, as stipulated
in Exhibit A hereto and agreed to by the Company, they will be
described in detail and incorporated in a separate agreement(s)
that are not a part of this Resource Agreement.
Compensation
The Company will pay directly to
Partners, as compensation for engagement services and compensation
for the intellectual capital resources provided, an amount equal to
Fifteen thousand dollars ($15,000.00) per month during the term of
this Resources Agreement. Partners in turn will directly compensate
its personnel for their involvement in the engagement with the
Company.
All such compensation payable or
deliverable to Partners is referred to herein as the
“Resource Fee.”
4500 North 32nd Street
Suite 203
Phoenix, AZ 85018
Page 1 of 8
PARTNERS
RESOURCE MANAGEMENT
THE TRANSITION SPECIALIST
Payments of Resource Fee
described above will be made directly to Partners on a monthly
basis in the amount of fifteen thousand dollars ($15,000) on the
15th day of each month during the term of this Resource Agreement.
Such payments shall be made by an automated clearing house
(“ACH”) payment as provided below, or, if ACH payment
is not available, by check.
Termination
This Resources Agreement will
terminate immediately upon the effective date of termination, which
is June 30, 2005.
In the event that either party
commits a breach of this Resources Agreement and fails to cure the
same within seven (7) days following delivery by the non-breaching
party of written notice specifying the nature of the breach, the
non-breaching party will have the right to terminate this Resources
Agreement immediately effective upon written notice of such
termination.
Hiring Partners Personnel
Outside of Agreement — Liquidated Damages
During the term of this Resources
Agreement and during the twelve (l2)-month period following
termination or expiration of this Resources Agreement, the Company
will not hire or solicit, or attempt to hire or solicit, Partners
Personnel for employment with or engagement as an independent
contractor for, the Company or any affiliate of the
Company.
The parties recognize and agree
that a breach by the Company of this provision would result in
injury that would be impossible to ascertain accurately. Therefore,
in the event of the breach of this provision, the Company will pay
to Partners as liquidated damages, and not as a penalty, an amount
equal to twenty-five percent (25%) of the total Resource Fees
stipulated above in this Resource Agreement. Such amount will be
due and payable to Partners at the time of the Company’s
violation of this provision. The parties agree that such amount of
liquidated damages represents a reasonable advance approximation of
the damages that would be incurred as a result of a breach by the
Company of this provision. Any liquidated damages paid pursuant to
this provision shall serve as the remedy for breach of this
non-recruitment provision only, not the breach by the Company of
any other provision contained in this Resource
Agreement.
Disclaimers & Limitations of
Liability
Partners represents to the
Company that Partners has conducted its standard screening and
investigation procedures with respect to its personnel becoming an
affiliate in Partners, and the results of the same were
satisfactory to Partners.
4500 North 32nd Street
Suite 203
Phoenix, AZ 85018
Page 2 of 8
PARTNERS
RESOURCE MANAGEMENT
THE TRANSITION SPECIALIST
Partners makes no representation
or warranty as to the accuracy or reliability of reports,
projections, forecasts, or any other information derived from use
of Partners’ resources, and Partners will not be liable for
any claims of reliance on such reports, projections, forecasts, or
information. Partners disclaims all other warranties, either
express or implied. Partners will not be liable for any
non-compliance of reports, projections, forecasts, or information
or services with federal, state, or local laws or
regulations.
In the event that any associate
of Partners (including without limitation a former Employee) is
subpoenaed or otherwise required to appear as a witness or Partners
or such partner is required to provide evidence in connection with
any action, suit, or other proceeding arising in connection with
this Resources Agreement or Partners Personnel
employment
