While some consulting engagements will require modifications, below is the standard consulting agremeent that is used by WNC.
THIS CONSULTANCY AGREEMENT (this “Agreement”), dated as of __________ (the “Effective Date”), is entered into by and between ___________ the “Clients”), World Net Capital 1, LLC (“WNC”, the “Consultants”). ___________ is referred to herein as a “Party”, and WNC referred to as a “Party”, and collectively they are all referred to herein as the “Parties”.
WHEREAS, _______ is _____________________________________________________________________________________
WHEREAS, the Clients wish to (i) ________________, (ii) __________________________and (iii) ______________________;
WHEREAS, the Clients wish to retain the Consultants to assist the Clients in ______________, and ___________________ (collectively, the “Consultancy Services”), and the Consultants have agreed to provide such Consultancy Services to the Clients; and
WHEREAS, the Parties wish to enter into this Agreement to govern the terms and conditions relating to the rights and obligations of the Parties with respect to the provision of such Consultancy Services.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties, intending to be bound legally and equitably, covenant and agree as follows:
1. Consultancy Services. Subject to the terms and conditions of this Agreement, the Clients hereby agree to engage the Consultants to perform the Consultancy Services set forth on Exhibit A hereto, and the Consultants agree to provide such Consultancy Services on the terms set forth herein. The Parties agree that the Consultancy Services to be provided by the Consultants are limited in nature and shall not include any activities related to investment banking activities or the public or private marketing or sale of securities. The Clients understand and agree that the Consultants will be relying on the completeness and accuracy of the information provided by the Clients when providing the Consultancy Services and that errors or omissions by the Clients may prevent the Consultants from providing the Consultancy Services in a complete and accurate manner.
2. Consultant Fee. In consideration for the provision of the Consultancy Services, the Clients shall pay to the Consultants a non-refundable upfront fee of ____________ ($______) (the “Upfront Fee”). The Upfront Fee shall be due and payable to the Consultants within two (2) days of the Effective Date. In addition to the Upfront Fee, the Clients shall pay to the Consultants a consulting fee equal to ___________ (the “Consulting Fee”). In the event that the Clients fail to timely pay the Upfront Fee or the Consultant Fee, the Clients shall be liable to pay interest at the rate of 18% per annum on the outstanding amount. For purposes of this Agreement, the term “Closing Date” shall mean the date on which the Company receives its first round of capital funding. Both the Upfront Fee and the Consultant Fee shall be payable by wire transfer using the following instructions:
3. Miscellaneous Provisions.
a. Each Party represents and warrants to the other Party, as of the Effective Date, that (i) it has all requisite power, authority and capacity to execute, deliver and comply with the terms of this Agreement; (ii) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly and validly authorised by all necessary corporate action on the part of such Party and the person executing this Agreement on behalf of such Party has the authority to bind such Party; (iii) the execution, delivery and compliance with the terms of this Agreement does not conflict with, or constitute a default under, any instruments governing the Party, or violate any agreement to which the Party is a party or by which the Party may be bound, and (iv) this Agreement constitutes a legal, valid and binding obligation of such Party and is enforceable against such Party in accordance with its terms.
b. This Agreement shall terminate on the earlier of the Closing Date or the two-year anniversary of the Effective Date; provided, however, that the Parties may mutually agree in writing to terminate this Agreement at any time. The Parties acknowledge and agree that each Party is acting independently from the other Party, and nothing in this Agreement shall be deemed to make any Party the agent of the other Party or create a partnership or joint venture between the Parties. The Parties agree that, absent an explicit written agreement to the contrary, no Party shall be under any obligation of any kind whatsoever to the other Party except for the matters specifically agreed to herein.
c. This Agreement and the Confidentiality Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and it supersedes all prior and/or contemporaneous understandings and agreements (whether written or oral) with respect to the subject matter hereof, all of which are merged herein. Titles and headings used in this Agreement are for convenience only and shall not be used to limit, expand or interpret the language used thereunder. This Agreement may be modified, amended, waived or superseded only by a written instrument signed by both of the Parties. The failure of a Party to insist upon strict adherence to any term or provision of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or provision or any other term or provision of this Agreement. This Agreement may be executed through the use of separate signature pages or in any number of counterparts with the same effect as if the Parties executing such counterparts had all executed one counterpart; provided, however, that the counterparts, in the aggregate, shall have been signed by all of the Parties. The “Confidentiality Agreement” shall mean that certain confidentiality agreement, dated as of the Effective Date, by and between ___________ and ___________.
d. If at any time any of the provisions of this Agreement shall be deemed invalid or unenforceable or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of activities restricted, or for any other reason, such provision shall be construed, to the greatest extent possible, in a manner that shall render it valid and enforceable, or otherwise shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court, arbitrator or other body having jurisdiction over this Agreement, and the Parties hereby agree that such provisions, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. No invalidity or unenforceability of any provision shall affect any other portion of this Agreement unless the provision deemed to be so invalid or unenforceable is a material element of this Agreement, taken as a whole.
e. Notwithstanding the place where this Agreement may be executed by any of the Parties, the Parties expressly agree that this Agreement shall be governed by and construed in accordance with the laws of __________, without regard to its conflicts of law principles. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court sitting in ______, _______ over any suit, action or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
f. Except as otherwise provided herein, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), shall be determined by arbitration in ________, ______ before one arbitrator; provided, that if the Parties cannot agree on a single arbitrator within 30 days, a panel of three arbitrators shall decide the Dispute; each Party shall choose one arbitrator, and then those two arbitrators shall choose a third arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The fee of the arbitrator(s) shall be split evenly between the Parties and each Party shall otherwise bear its own costs and attorneys’ fees. The Parties agree that the arbitrators may, in their discretion, impose sanctions to enforce compliance with discovery and other obligations. The Parties undertake to abide by and to execute the award rendered by such arbitrators without delay. The arbitrator’s award shall be final and binding upon all Parties and judgment upon the award may be entered in any state or federal court of competent jurisdiction in ____________, or application may be made to such court for a judicial acceptance of the award and enforcement as the law of such jurisdiction may require or allow. The Clients, on behalf of themselves and the Company, agree to hold the Consultants harmless with respect to any Dispute. This paragraph shall not preclude either Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
g. All notices and other communications to be given by either Party hereunder shall be in writing and shall be delivered by hand, sent by facsimile or email, or by an internationally recognized air express carrier requiring a receipt against delivery. Every notice shall be deemed received (i) if hand delivered, on the date of delivery; (ii) if by email or facsimile, on the date such email is sent or of confirmation of such fax transmittal’s completion, if and only if, the recipient acknowledges the receipt of such email or facsimile in a return email or facsimile or in other written form; or (iii) if by air express, on the first to occur of actual delivery or actual refusal of such notice or communication, or the date of the third attempted delivery of such notice or communication on dates that were business days in the jurisdiction of the noticed Party, all as reflected in the written records of such air express carrier.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Under the Consultancy Agreement, Consultants will perform the following functions:
The above services may be modified if agreed to by both parties or if any of the services are not required to achieve the goal of obtaining funding for the Clients.
Within the first week of the engagement, Consultants will review the list of services and produce a definitive list of services to be provided.
Based on the above services, below are the deliverables that would be produced under the Consultancy Agreement:
*-The details of this will be determined in the first week of the engagement.