HIS CONSULTING AGREEMENT (the “Agreement”) is made by and between Hagens Media, LLC. (the “Consultant”, and Susglobal Energy Corp. (the “Client”).
Whereas, Consultant is in the business of providing services for management consulting, ad buy, business advisory, shareholder information and public relations.
Whereas, the Client deems it to be in its best interest to retain Consultant to render to the Client such services as may be needed; and
Whereas, Consultant is ready, willing and able to render such consulting and advisory services to Client.
In providing the foregoing services, Consultant shall be responsible for all costs incurred. Client shall pay Consultant for its services hereunder as follows: $30,000.00 [USD] by bank wire to Hagens Media, LLC.
For Wire use:
Name: Hagens Media II
Wire Transfer Routing # 026009593
Account # 586024742664
Address: HAGENS MEDIA II
16101 Cramur, Dr
Huntersville, NC 28078
For ACH use:
Name: Hagens Media II
ACH Routing # 111000025
Account # 586024742664
Now therefore, in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which hereby acknowledged, the parties hereto agree as follows:
1. CONSULTING SERVICES
The Client hereby retains the Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. The services provided by the Consultant are:
(a) PRODUCT DESCRIPTION: Operate an online marketing campaign that showcases the Client’s Company. This will also include electronic distribution of the investor material to new investors featuring dynamic content to include: any content supplied by the Client, Interviews and multi-media material, research reports, filings, press releases, stock quotes, charts, web links and other information as determined by the Client and HagensMedia.
(b) TERM: 30 days trading days starting the 8th day of March, 2019
It is acknowledged and agreed by the Client that Consultant is not acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects.
2. INDEPENDENT CONTRACTOR
Consultant agrees to perform its consulting duties hereto as an independent contractor. Nothing contained herein shall be considered to as cheating an employer-employee relationship between the parties to this Agreement. The Client shall not make social security, worker’s compensation or unemployment insurance payments on behalf of Consultant.
The parties hereto acknowledge and agree that Consultant cannot guarantee the results or effectiveness of any of the services rendered by Consultant. Rather, Consultant shall conduct its operations and provide its services in a professional manner and in accordance with good industry practice. Consultant will use its best efforts and does not promise results.
3. TIME, PLACE AND MANNER OF PERFORMANCE
The Consultant shall be available for advice and counsel to the officers and directors of the Client as such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of the performance of the services hereunder, including the amount of time to be allocated by the Consultant to any specific service, shall be determined at the sole discretion of the Consultant.
4. CLIENT’S REPRESENTATIONS
The Client represents that it is in compliance with all applicable Securities and Exchange Commission reporting and accounting requirements and all applicable requirements of the NASD or and stock exchange. The Client further represents that it has not been and is not the subject of any enforcement preceding or injunction by the Securities and Exchange Commission or any state securities agency.
(a) Consultant’s relationship with the Client hereunder may be terminated for any reason whatsoever, at any time, by either party, upon three (3) days of written prior notice.
(b) This Agreement may be terminated by either party upon giving written notice
to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default.
(c) Consultant and Client shall have the right and discretion to terminate this Agreement should the other party in performing their duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity, except for violations which either singularly or in the aggregate do not have of will not have a material adverse effect on the operations of the Client.
(d) In the Event of any termination hereunder all shares or funds due to or paid to the Consultant through the date of termination shall be fully earned and non-refundable and the parties shall have no further responsibilities to each other except that the Client shall be responsible to make any and all payments if any, due to the Consultant through the date of the termination.
6. WORK PRODUCT
It is agreed that all information and materials produced for the Client shall be the property of the Consultant, free and clear of any claims thereto by the Client and the Client shall retain no claim or authorship therein.
7. CONFLICT OF INTEREST
The Consultant shall be free to perform services for other persons. The Consultant will notify the Client of its performance of consultant services for any other person, which could conflict with its obligations under the Agreement. Upon receiving such notice, the Client may terminate this Agreement or consent to the Consultant’s outside consulting activities; failure to terminate, this Agreement within seven (7) business days of receipt of written notice of conflict shall constitute the Client’s ongoing consent to the Consultant’s outside consulting services.
8. DISCLAIMER OF RESPONSIBILITY OF ACT OF THE CLIENT
In no event shall Consultant be required by this Agreement to represent or make management decisions for the Client. Consultant shall under no circumstances be liable for any expense incurred or loss suffered by the Client as a consequence of such decisions, made by the Client or any affiliates or subsidiaries of the Client.
(a) The Client shall protect, defend indemnify and hold Consultant and its assigns and attorneys, accountants, employees, officers and director harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorney’s fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by the Client herein, or (b) negligent of willful misconduct, occurring during the term thereof with respect to any of the decisions made by the Client (c) a violation of state or federal securities laws.
(b) The Consultant shall protect, defend, indemnify and hold Client and its assigns and attorneys, accountants, employees, officers and director harmless form and against all losses, , damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorney’s fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by the Client herein, or (b) negligent of willful misconduct, occurring during the term thereof with respect to any of the decisions made by the Client (c) a violation of state or federal securities laws.
(c) This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all other or prior understandings, agreements and negotiations between the parties.
10. WAIVER AND MODIFICATIONS
Any Waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, may waive any of its rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof.
11. BINDING ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Iredell, North Carolina.
12. COUNTERPARTS AND FACSIMILE SIGNATURE
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.
• CUSTOM ADVERTORIAL REPORT ON NINCHE FOCUSED NEWS WEBSITE
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• ALGORITHMIC A/B SPLIT TEST LANDING PAGES FOR BEST COST PER CLICK PERFORMANCE
• EXTENDED REMARKETING OUTREACH TO NEW INVESTORS
• SOCIAL MEDIA, EMAIL, COOKIE & PIXEL TRACKING REMARKETING OUTREACH