10.6 Advisory Agreement with Francis Street Pty Limited
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT (Agreement) is made and entered into as of the 1st day
of March, 2006 by and between ISLAND RESIDENCES CLUB, INC ("Client") and FRANCIS
STREET PTY LIMITED ("Advisor").
In consideration of the mutual promises and agreements herein contained and
other good valuable considerations, the receipt of which is hereby acknowledged,
it is hereby agreed between the parties hereto as follows:
1. ADVISORY SERVICES
A.) The Advisor undertakes to act as a non-exclusive advisor to the Client,
and shall, subject to the supervision of the Client, provide advisory services
to the Client which shall include, but not be limited to, reviewing and
analyzing any material documentation provided by the Client or the Advisor to
determine the Client's most effective use of the materials and strategies to
generate profits that are in the Client's best interest to complete and
implement.
B.) Consistent with its duties described in paragraph (A) hereof, the
Advisor shall use its best efforts to provide advice to the Client. If the
Client requests the Advisor to participate in any transactions or perform any
other specific services.
C.) Consistent with its duties described herein, the Advisor shall maintain
absolute confidentiality with respect to these services and shall not provide
any verbal or written information, to any party, without the express written
permission of the Client.
The Advisor may, with the prior approval of the Client, and at the Client's sole
discretion, appoint one or more advisors, whom are bound by a confidentiality
and non-circumvention agreement, to perform one or more of the foregoing
services with respect to all or a portion of the services provided to the
Client. The Advisor shall not have absolute authority and discretion as to all
matters that are necessary or incidental to the foregoing. The Client shall
have the final decision on any issue at its absolute discretion. The Advisor
shall furnish the Client with full information concerning activities undertaken
by the Advisor on the Client's behalf.
2. ADVISORY FEE
For services to be rendered hereunder to the Client, the Client will pay to the
Advisor fees in the amount of 1,000,000 (one million) shares of common stock in
the form of advisory fees.
3. EXPENSES
It is understood that, if agreed to in advance, the Client will pay for or
reimburse the Advisor for all expenses incurred, but not limited to the
following:
A.) All reasonable travel fees and expenses, including those associated with
servicing the Client or its affiliates.
B.) Any legal fees and expenses in connection with services provided by
Advisor hereunder, which are not in the ordinary course of business.
C.) Any extraordinary expenses such as the fees and expenses of counsel in
connection with any litigation arising out of, or in connection with, this
Agreement, except as otherwise determined in accordance with the last sentence
of Section 10 hereunder. The Advisor acknowledges that if no agreement with the
Client regarding reimbursement of certain expenses is made prior to any such
expenses being incurred, the Client shall have no obligation to reimburse
Advisor for such expenses.
4. SERVICES TO OTHER COMPANIES
The services to the Advisor hereunder are not to be deemed exclusive: the
Advisor being free to render services to others and engage in other activities,
provided, however, that such other services and activities do not, during the
term of the Agreement, interfere in a material manner with the Advisor's ability
to meet all of its obligations with respect to rendering services to the Client
hereunder.
5. STANDARD OF CARE
In the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Advisor, the
Advisor shall not be subject to liability to the company or to any director
shareholder, employee or agent thereof for any act or omission in the course of,
or connected with, rendering services hereunder.
6. TERM OF AGREEMENT; AMENDMENTS
A.) This Agreement shall commence as of the date hereof and, subject to
prior termination as provided in Section 6(B) hereof, shall continue in force
until December 31, 2008.
B.) Either party hereto may, at any time, on thirty-days (30) prior written
notice to the other, terminate this Agreement. However, if any transaction in
which Advisor shall have participated prior to such termination closes, or is
otherwise settled, in whole or in part, within one year after the effective date
of termination, the Company shall be obligated to pay the Advisor the fee
described in Section 2 hereof in respect to such transaction.
C.) This Agreement may be modified only by the mutual written consent of the
parties.
7. ADVISOR BEST EFFORTS; COMPANY INDEMNITY
Advisor shall use its best efforts in the performance of the advisory services
to be performed hereunder. All recommendations and instructions made by the
Advisor will be based upon information received from the Client ad from sources
that it believes to be reliable, but whose accuracy is not and cannot be
guaranteed. Such information may or may not have been independently verified by
the Advisor. The Client agrees to indemnify Advisor and hold it harmless from
and against any liability of any nature resulting from the Client furnishing
information which is false or inaccurate.
8. NOTICES
Except as otherwise specifically provided herein, all notices or communications
provided for herein shall be in writing and delivered in person, by overnight
mail, by dated electronic mail or by facsimile followed by a hard copy sent
first-class mail postage prepaid, and addressed as follows, or to such other
address or addresses as may be designated by either party or written notice to
the other.
Advisor: FRANCIS STREET PTY LIMITED
Level 1, 60 Toorak Road
South Yarra, Victoria 3141
Australia
Client: ISLAND RESIDENCES CLUB, INC
1769-203 Jamestown Rd
Williamsburg, Va 23185
9. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of
the state of Virginia, without reference to its choice of law principles.
10. ARBITRATION
All disputes between the parties arising out of or relating to the Agreement
shall be submitted to and settled by arbitration as hereinafter provided. Any
arbitration proceeding shall be governed by a panel of three arbitrators
experienced in the matters at issue. Each party shall select one arbitrator,
and the third arbitrator shall be selected upon mutual agreement of the first
two, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The arbitration proceeding shall be held in such place
in the area of Portland, Maine, as may be selected by the arbitrator panel, or
any other place agreed to by the parties involved and the arbitrators.
11. ILLEGALITY; UNENFORCEABILITY
If any provision of this Agreement is found to be illegal or unenforceable, all
other provisions to the Agreement will remain in full force and effect, and both
parties agree that the intent of the Agreement and the Addendum will take
precedent over the text of the document.
12. AUTHORIZED SIGNATORIES
Each of the individuals signing below hereby represents and warrants that he is
a duly authorized signatory of the entity bearing his signature below; that he
is authorized and empowered to enter into this Agreement and to affect the
transactions contemplated hereby on behalf of such entity: and that this
Agreement is the legal and valid binding obligation of the entity bearing his
signature below, and enforceable against such entity in accordance with its
terms, except as they may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws generally relating to creditors' rights, and general
principals of equity.
IN WITNESS WHEREOF, the parties have caused this instrument to be signed on
their behalf by their respective officers thereunto duly authorized as of the
date first written above.
/s/ Ann Ojala
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Ann Ojala, Witness
/s/ Bob Bratadjaya
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Bob Bratadjaya, Secretary
The Client
By: ISLAND RESIDENCES CLUB, INC
____________________________________
The Advisor
By: FRANCIS STREET PTY LIMITED
For and on behalf of
FRANCIS STREET PTY LTD.
/s/ Graham Bristow
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Graham Bristow
/s/ Amy Purnamini
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Amy Purnamini, Witness