This Consulting Agreement (the "Agreement")
made as of October 29, 2019 by and between Beacon Capital, LLC, 000 Xxxxxxxxxxxx Xxxx, Xxxxxxx, XX 00000 ("Consultant")
and Smart Decision Inc., (the “Company”), 0000 Xxxxxxxxx XXXX, XX, Xxxxx 000, Xxxx Xxxxx, XX 00000.
WHEREAS, the Company requires and will continue to
require consulting services relating to management, strategic planning and marketing in connection with its business; and
WHEREAS, Consultant can provide the Company with
strategic planning and marketing consulting services and is desirous of performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant
to provide these consulting services to the Company, NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated,
it is agreed as follows:
The Company hereby engages Consultant and Consultant
agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth.
The term of this Consulting Agreement began as of
the date of this Agreement, and shall terminate on October 21, 2020, unless earlier terminated in accordance with paragraph 7 herein
or extended as agreed to between the parties.
During the term of this Agreement, Consultant shall provide
advice to undertake for and consult with the Company concerning management, marketing, consulting, strategic planning, corporate
organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services,
acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby:
The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources,
products and services; and
Advise the Company relative to its legal needs relating specifically to its corporate transactional needs.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely
basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations
as shall be reasonably requested by Consultant and shall advise Consultant of any facts which would affect the accuracy of any
data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies
of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
The Company will pay to Consultant up to a total of $500,000
portioned at intervals during the term of this agreement. Consultant in providing the foregoing services, shall not be responsible
for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information
and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned
Termination: This Agreement may be terminated by
either Party upon written notice to the other Party for any reason which shall be effective five (5) business days from the date
of such notice. This Agreement shall be terminated immediately upon written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth
the entire understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only
in writing signed by both Parties.
Notices: Any notice required or permitted to be given
hereunder shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address
of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing
to the other Party.
Waiver: Any waiver by either Party of a breach of
any provision of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision
or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right
thereafter to insist upon adherence to that term of any other term of this Consulting Agreement.
Assignment: Any Options under this Agreement are assignable
at the discretion of the Consultant.
Severability: If any provision of this Consulting
Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement
arising from or out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration
Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall
occur only in California. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied
to residents of the State of California relating to contracts executed in and to be performed solely within the State of California.
In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed
by the Parties as of the date first above written.
Smart Decision Inc. 10/29/2019
Chief Executive Officer
Xxxxx X. Xxxxxxxx
Beacon Capital, LLC
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx