CONSULTING AGREEMENT (this “Agreement”), dated as of October 2, 2023 (the “Effective Date”), between (the “Company”) and Asset Essentials Media, LLC, a Texas limited liability company (the “Consultant”).
Consultant is engaged in the business of evaluating all telecom contracts (including multi-channel video, internet services, telephone, and cell tower), presenting to the Owner recommendations concerning such contracts, and advising Owner as to alternative approaches for the providing of such services. Owner has agreed to designate and appoint Consultant to act as Owner’s agent, in accordance with terms and provisions of this Agreement.
ARTICLE 1. TERM
The Company hereby engages the Consultant on an exclusive basis to provide the Services (as defined herein) and Consultant accepts such engagement, upon the terms and conditions set forth in this Agreement, for a term (the “Term”) commencing on the Effective Date and terminating on the expiration of the Company’s final contract, arrangement or agreement with any Service Provider as negotiated or implemented by Consultant and as specifically set forth in such contract, arrangement or agreement.
ARTICLE 2. CONSIDERATION
This Agreement is made in consideration of the services that the Consultant will perform, and the compensation that the Owner will pay.
ARTICLE 3. DESCRIPTION OF PREMISES
The Premises (the “Premises”), whether one or more, subject to this Agreement are described in Exhibit A attached hereto and made a part hereof for all purposes.
ARTICLE 4. APPOINTMENT AS OWNER’S AGENT
During the term of this Agreement, the Consultant may accept work performing similar services for other property Owners. The Consultant will act on behalf of, and subject to the Owner’s control. The relationship between the Company and Consultant intended to be created by this Agreement is that of client and independent consultant, and nothing herein contained shall be construed as creating a relationship of employer and employee and Consultant shall not be deemed to be a fiduciary or have any fiduciary obligations or liabilities to the Company.
ARTICLE 5. PROFESSIONAL SERVICES
The Consultant will furnish the services of its organization, exert its best efforts, and exercise the highest professional skill and competence in consulting with the Owner and management of the Premises to provide the Owner with the maximum economic return consistent with proper management principles and tenant relations. The Consultant will comply with all federal, state and local laws, ordinances, regulations, orders and other legal requirements that now or during the term of this Agreement.
ARTICLE 6. CONSULTANT’S DUTIES AND COMPENSATION
6.1 The Consultant will provide the following services during the term of this Agreement:
6.2 In the event Consultant is engaged by the Company to negotiate with an existing provider of services or a new provider of services, then such fees shall not be paid until revenue from such providers is actually received by the Company.
The Client will receive the following fee:
The Consultant will receive the following fee:
The consultant shall have a reasonable time to complete each item above specified.
ARTICLE 7. WARRANTIES
The parties respectively warrant that they (1) have full authority to execute this Agreement, (2) have disclosed fully all material information relating to the subject of this Agreement, and (3) have no knowledge of any actual or apparent conflicts of interest not disclosed to the other party. The Consultant warrants that it has substantial experience in evaluation of property similar to the Premises and is competent to perform the required duties under this Agreement.
ARTICLE 8. TERMINATION
8.1 In addition to any other termination provisions contained in this Agreement, this Agreement and Consultant’s retention by the Company shall be terminated upon thirty (30) days prior written notice of termination by the Company or the Consultant.
8.2 Upon termination of this Agreement, the Company shall pay Consultant a lump sum fee for any uncompensated Services rendered by Consultant prior to the effective date of termination. Notwithstanding anything to the contrary set forth herein, in the event of any termination by the Company pursuant to this Section 8.1, the Company shall pay Consultant a sum equal to seventy-five percent (75%) of a dollar amount determined by multiplying the average of the last three (3) months’ revenue received by Consultant under this Agreement by the number of months remaining in the Term prior to such termination (the “Termination Amount”). In the event the Company desires to exercise such right, it shall provide written notification to the Consultant within seven (7) days of such termination and, upon the full payment of such Termination Amount, the Company’s obligations to Consultant (solely as set forth in Section 6 of this Agreement) shall be deemed satisfied.
8.3 In the event of termination of this Agreement, the Consultant shall retain its right to compensation stated in section 6.2 from any Agreements sourced by the Consultant executed within twelve (12) months of the termination date.
ARTICLE 9. INDEMNITY
The Company agrees to indemnify, defend and hold harmless, at Companies own cost and expense, Consultant its Affiliates, and its and their respective officers, agents, directors, employees and subcontractors from and against any and all liability, payments, damages, costs, attorneys’ fees and expenses arising from or related to any asserted or threatened claims or causes of action of whatever nature (collectively, “Claims”) in connection with, or relating to: (a) any acts or omissions of the Company and/or its employees, agents, representatives, directors or officers and (b) any breach of the Company’s representations, warranties, covenants, agreements or obligations under this Agreement. Unless Consultant requests otherwise, the Company shall have the obligation to control the defense, negotiation and settlement of any claim for which the Company has the obligation to provide indemnification. Consultant shall cooperate and assist the Company in the defense of any such claim.
ARTICLE 10. ASSIGNMENT
The Company may not assign any right or obligation under this Agreement, and any such assignment is expressly prohibited without the prior written consent of the Consultant; provided, however, that, upon a sale of the property by Owner to an independent third party (the “New Owner”), the New Owner shall assume all of the obligations and receive all of the rights of the Owner under the Consulting Agreement. Upon such a sale of the property, the New Owner shall have the right to cancel the Consulting Agreement upon the payment to Consultant of a sum equal to seventy-five percent (75%) of a dollar amount determined by multiplying the average of the last three months revenue received by Consultant under said Consulting Agreement by the number of months remaining in the term of said Consulting Agreement.
ARTICLE 11. GENERAL PROVISIONS
11.1 All written notices, consents, reports and other written communications provided for in this Agreement will be delivered in person or by registered or certified mail, postage prepaid and return receipt requested. A notice or other written communication is considered received on personal delivery or expiration of 72 hours after deposit in the United States mail. All written communications should be addressed to the Owner as follows:
To the Company:
To the Consultant:
Asset Essentials Media, LLC
Attn: Chad McCaleb
103 W. Ashby Place
San Antonio, TX 78212
Phone: (210) 979-6674
Fax: (210) 979-6680
Either party may notify the other of a change of address by using the procedures of this paragraph. Notice may be given to either party by email, at the email address furnished to the other from time to time.
11.2 This Agreement will bind and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns, except as this Agreement states otherwise.
11.3 Time is of the essence in this Agreement.
11.4 No delay or failure to exercise a right under this Agreement, nor a partial or single exercise of a right under this Agreement, will waive that right or any other under this Agreement.
11.5 No modification of this Agreement is valid unless in writing and signed by both parties.
11.6 This Agreement and all other copies of it are considered one agreement. This Agreement may be executed concurrently in one or more counterparts, each of which will be considered an original, but all of which together constitute one instrument.
11.7 This Agreement constitutes the parties’ sole agreement and supersedes any prior understandings or written or oral agreements between them relating to its subject matter.
11.8 The headings in this Agreement are for convenience and will not enlarge or diminish the effect of the provisions of this Agreement.
11.9 If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret this Agreement, the prevailing party is entitled to recover reasonable attorney’s fees and costs for the other in addition to any other relief that may be awarded.
EXECUTED on October 2, 2023.
ASSET ESSENTIALS MEDIA, LLC
By: Chad McCaleb
Chief Operating Officer of Asset Essentials Media, LLC
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Signed by McCaleb Chad
Signed On: November 20, 2019
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Document Name: Consulting Agreement
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