8. Services expressly NOT rendered by the CONSULTANT & Industry Status: Should the goals of the COMPANY require equity, the CONSULTANT hereby declares that the CONSULTANT is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the CONSULTANT introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the CONSULTANT with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the CONSULTANT will not engage, to wit; the CONSULTANT will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The CONSULTANT will not hold or transfer any funds between any investor(s) and the COMPANY. The CONSULTANT will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The CONSULTANT will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by the COMPANY directly to the investor(s) without the involvement of the CONSULTANT. The COMPANY will however carbon copy the CONSULTANT in any and all written communications by and between the COMPANY and investor(s) introduced by the CONSULTANT to: glen.bowling@ovadyabusinessconsultants.com. The CONSULTANT will not advise the COMPANY regarding any investment. The CONSULTANT will not advise any investor(s) regarding an investment in the project of the COMPANY. The CONSULTANT attests that the CONSULTANT has no knowledge of having ever engaged in any securities violations. The CONSULTANT has never been subject to any disciplinary action(s). The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations that the CONSULTANT did not undertake the above activities.
9. MISCELLANEOUS. This AGREEMENT shall be considered entered into and fully performed in the State of INDIANA and construed in accordance with the laws therein. Both parties hereto agree to settle any and all disputes via the following method. Any dispute not resolved in communications over thirty (30) calendar days shall be settled by mediation in INDIANAPOLIS, INDIANA. The parties shall select a mediator who is familiar with finance, and the industry of the Company, and who is an attorney at law. In the event the parties cannot resolve the dispute through mediation, the parties may refer the matter to litigation.
10. ENTIRE AGREEMENT. This AGREEMENT constitutes the entire AGREEMENT between the parties hereto on the subject matter hereof and supersedes all prior contemporaneous written or oral AGREEMENTs pertaining to the subject matter hereof. No modification, amendment, waiver, termination or discharge of this AGREEMENT or any provisions hereof will be binding unless expressed in writing and signed by the parties hereto. If Company breaches this AGREEMENT, CONSULTANT shall be limited to a remedy at law for two (2) times money damages, and shall not have the right to terminate or rescind this AGREEMENT or in any way enjoin, interrupt, or restrain the production, distribution, advertising, marketing, or exploitation of any Information of the Company. Neither party hereto shall assign this AGREEMENT without the express written permission of the other party. This AGREEMENT may be executed in counterparts and transmitted by facsimile or electronic copy each of which shall constitute an original, and when taken together, shall constitute a single instrument. Company shall have the right to publicize the ‘completion of finance,’ but shall seek CONSULTANT’s written approval on any language related to CONSULTANT or the disclosure of the Confirmed Prospective Resource(s) that produced the financing.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT to be operative as of the Effective Date.
For the Company: