ex10x5.htm


    Exhibit 10.5

     

     

    
      
        
INDEPENDENT
CONTRACTOR CONSULTING AGREEMENT

      

      
        


         

        THIS INDEPENDENT CONTRACTOR
CONSULTING AGREEMENT (the "Agreement") is executed to
be effective the 10th day of June, 2010 (the "Effective Date"), between
VERECLOUD, INC., a Nevada corporation ("Company"), and THE MESA
GROUP, INC., a Texas corporation ("Consultant").

      

      
         

        
RECITALS:

      

      
         

        WHEREAS, Consultant and its
executives have extensive knowledge, experience, and expertise with respect to
organizational matters, business matters, administrative matters, negotiating
matters, borrowing, and other matters of past, present, and continuing critical
importance to Company;

      

      
         

        WHEREAS, even prior to the
Effective Date, Consultant has conferred with, and rendered consulting and other
services, to Company with respect to its business, indebtedness owed by it to
creditors of Company, and other matters;

         

        WHEREAS, Company has a need
and desire to retain Consultant for purposes of assisting Company with respect
to its present and future organizational matters, business matters,
administrative matters, negotiating matters, borrowing, and other matters;
and

      

      
         

        WHEREAS, Company desires to
obtain certain consulting services from Consultant, and Consultant desires to
provide such services, on the terms and conditions set forth
hereinafter.

         

        NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

      

      
         

        1.  Services
of Consultant.
During the Consulting Period, Consultant shall serve as an independent
contractor to provide to Company consulting and other related services with
respect to organizational matters, business matters, administrative matters,
negotiating matters, borrowing, and other matters.

         

        2.  Services
Provided by Company; Designated Executive. As reasonably appropriate
for the Consulting Services to be rendered from time to time by Consultant,
Company will provide Consultant with such administrative assistance as may be
reasonably required by Consultant and as is approved in advance by Company.
Consultant initially designates Scott M. Schwartz as its designated executive
("Designated
Executive") to perform the consulting services hereunder on behalf of
Consultant.

      

       

      3. 
      Term and
Payment.

      
         

         (a)  Term. Company hereby engages
Consultant as an independent contractor and Consultant hereby accepts such
engagement with Company for a term of beginning upon the Effective Date and
ending upon December 31, 2013, unless such term shall be sooner terminated under
the provisions of this Agreement (the "Consulting Period" or "Term").

         

         (b)  Consideration. For and in consideration of
the Consulting Services to be provided by Consultant pursuant to this Agreement,
Company shall make payments to Consultant as hereinafter
provided:

      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        (1)  Consideration and Payment
Dates. The payments hereunder shall be made by Company to Consultant in
twelve (12) equal quarterly payments in the amount of SIXTY-TWO THOUSAND
NO/100THS DOLLARS ($62,000.00) per each calendar quarter, the first of such
quarterly payments being due and payable March 31, 2011 and a like payment being
due and payable upon the last day of each calendar quarter thereafter (i.e.,
June 30, September 30, December 31, and March 31) through and including the
twelfth (12th)
quarter thereafter ending on December 31, 2013). Without limitation upon the
foregoing, the parties hereto hereby expressly acknowledge and agree that a
portion of the above consideration is in recognition of, and as consideration
for, valuable consulting and other services rendered prior to the Effective Date
by Consultant upon behalf of, and/or for the benefit of,
Company.

      

       

      (2)  No Further Payments.
Except as otherwise expressly provided in this Agreement, there shall be no
further consideration owed or paid by Company to, or at the direction of,
Consultant with respect to Consulting Services pursuant to this
Agreement.

       

       (c)    
Expenses. Subject to the terms hereof,
Company shall pay directly, or reimburse Consultant with respect to, certain
reasonable expenses incurred by Consultant in furtherance of Consultant's
performance of Consulting Services; PROVIDED, HOWEVER that, as conditions to
such direct payment or reimbursement:

       

      (1)  Such
expenses incurred are reasonable and in furtherance of such Consulting Services
and have been approved in advance by Company; and

       

      (2)  Such
requests for payment or reimbursement by Consultant are accompanied by bills,
itemized statements and/or other reasonable written substantiation of such
expenses.

       

      4.  Independent
Contractor Arrangement. Consultant is serving as an
independent contractor only, and this Agreement will in no way create any joint
venture or employment relationship between Consultant and Company. Without
limitation upon the foregoing: (i) Consultant shall not participate in any
employee welfare plan, pension plan, any other fringe benefit programs, and/or
worker's compensation benefits or programs offered by Company, or applicable
with respect to employees of Company; (ii) Consultant shall not be entitled to
any compensation or reimbursement except as specifically provided in this
Agreement; (iii) Consultant shall have no authority to bind Company in any
contract, agreement or otherwise; (iv) except as specifically provided herein,
Company shall have no obligation to provide training or instruction to
Consultant, or to pay for any assistants for Consultant; (v) except as may
otherwise be provided in Section 3(c) of this
Agreement, Company shall have no obligation to pay Consultant's business or
travel expenses; and (vi) Company shall have no obligation to withhold from
amounts paid to Consultant for any income taxes, FICA, FUTA, medicare/medicaid,
federal or state unemployment insurance premiums, or other payroll
taxes.

       

      5.  Termination. This Agreement shall
commence upon execution hereof and shall continue thereafter until expiration of
the Consulting Period as specified in Section 3(a) above.
Notwithstanding the forgoing, the Company may terminate this Agreement for
"Cause". "Cause" as used herein means: (i) the failure by Consultant to follow
the lawful directives of the Chief Executive Officer or Board of Directors of
the Company (within the scope of consultant's duties hereunder) within 15 days
after receiving written notice from the Company specifying the nature of the
failure (which notice shall only be required in connection with the first
instance of repeated failures of a similar nature); (ii) the Consultant's
willful commission of an act which constitutes fraud, misappropriation,
embezzlement, breach of his fiduciary duty to the Company or intentional
misconduct against the Company or its respective shareholders, customers or
creditors; (iii) a willful violation by Consultant of a federal, state or local
law or regulation applicable to the business of the Company that is materially
and demonstrably injurious to the Company ( as the case may be); (iv) the
conviction of a felony or crime involving moral turpitude; (v) the commission of
any felony that causes a material adverse effect upon the Consultant's ability
to perform his duties, or that would have a material adverse effect on the
Company or its ability to conduct business; or (vi) alcoholism, drug addiction
or dependency of the Designated Executive which causes a material adverse effect
upon the Consultant's ability to perform Consultant's duties for a period in
excess of thirty (30) consecutive days (including time spent in
rehabilitation).

      
        


         

        2

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

          6. 
 
Amendments;
Waivers. This
Agreement cannot be changed or terminated orally and no waiver of compliance
with any provision or condition hereof and no consent provided for herein shall
be effective unless evidenced by an instrument in writing duly executed by the
party hereto sought to be charged with such waiver or consent. No waiver of any
term or provision hereof shall be construed as a further or continuing waiver of
such term or provision or any other term or provision.

        

         

        7. 
 
Assignment;
Binding Effect.
Consultant cannot assign Consultant's rights and obligations under this
Agreement. Company, its successors, and assigns may assign its rights and
obligations under this Agreement; PROVIDED, HOWEVER, THAT in the event of any
assignment hereof, the assignor shall not be relieved of any liability or
responsibility hereunder. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns.

         

        8. 
 
Legal
Costs. If any
legal action or proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys'
fees and other costs incurred in that action or proceeding, in addition to any
other relief to which it or they may be entitled.

         

        9. 
  Entire
Agreement. This
Agreement sets forth the entire understanding of the parties with regard to the
subject matter hereof and supersedes any and all prior agreements, memoranda,
arrangements and understandings relating to such subject
matter.

      

       

      10.  Construction;
Counterparts. The
section and paragraph headings of this Agreement are for convenience of
reference only and do not form a part hereof and do not in any way modify,
interpret or construe the intentions of the parties. This Agreement may be
executed in one or more counterparts, and all such counterparts shall constitute
one and the same instrument.

      
         

        11.  Governing
Law. This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws, and not the law of conflicts, of the State of
Colorado.

         

        12.  Jurisdiction. With respect to any judicial
proceedings brought with respect to this Agreement, any such judicial
proceedings shall be brought in any state or federal court of competent
jurisdiction, and each of the parties hereto generally and unconditionally
accepts the exclusive jurisdiction of such courts.

      

       

      13.  Construction. Capitalized terms used
herein and not otherwise defined shall have the meaning specified below. The
singular shall include the plural and the masculine shall include the feminine
and neuter, and vice versa.

       

       

      3


      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

          IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.

        

      

       

       

       

       

      
        COMPANY: 

         

        VERECLOUD, INC.

         

      

      
        By:      /s/ Mike
Cookson                                                        

      

      
        Name:  
Mike Cookson

        Its:      
Chief Operating Officer

      

      
         

                                                          

      

      
        CONSULTANT:

         

        THE
MESA GROUP, INC.

         

      

      
        By:  /s/ Scott M.
Schwartz                                                           

      

      
        SCOTT
M. SCHWARTZ, President

         

         

         

         

         

        4