{"id":38697,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-schuff-steel-co-and-d-ronald-yagoda.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-schuff-steel-co-and-d-ronald-yagoda","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-schuff-steel-co-and-d-ronald-yagoda.html","title":{"rendered":"Consulting Agreement &#8211; Schuff Steel Co. and D. Ronald Yagoda"},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\n\n            THIS AGREEMENT is made and entered into effective as of the 15th\nday of January, 1997, by and between SCHUFF STEEL COMPANY, an Arizona\ncorporation ('Company'), and D. RONALD YAGODA ('Consultant').\n\nR E C I T A L S:\n\n            A. The Company is an Arizona closely-held corporation that wishes to\nbecome publicly owned through the sale of shares to the public.\n\n            B. Consultant is experienced in the investment banking field and\nfamiliar with the steps necessary to assist a closely-held business in becoming\na publicly held company.\n\n            C. The Company is willing to engage Consultant to perform consulting\nservices for its benefit and is willing to pay Consultant a reasonable fee for\nthose services.\n\n            D. The parties hereto desire to enter into this Agreement upon the\nterms and conditions hereinafter set forth.\n\nA G R E E M E N T S:\n\n            1. CONSULTING SERVICES. Consultant agrees to provide consulting\nservices to the Company relating to the Company's transition from a closely-held\ncorporation to a publicly held corporation including, but not limited to, the\nfollowing:\n\n                  (a) Assisting the Company in developing its investment image;\n\n                  (b) Interviewing and selecting investment bankers;\n\n                  (c) Meeting with investment bankers, security analysts,\n      portfolio managers, stockbrokers, and traders;\n\n                  (d) Assisting in determining the appropriate pricing for an\n      initial public offering;\n\n                  (e) Being available for investor and due diligence meetings;\n      and\n\n                  (f) Working with attorneys and investment bankers on\n      registration statement as needed.\n\n\n\n\n                                     - 1 -\n\n            2. CONSULTING FEE. In consideration of Consultant's performance of\nthe services referred to in Paragraph 1 for the term hereof, the Company agrees\nto pay to Consultant a consulting fee in an amount equal to one-half percent\n(1\/2%) of the capital raised in the public offering, payable as follows:\n\n                  (a) FIFTEEN THOUSAND DOLLARS ($15,000.00) shall be payable\n      upon execution of this Agreement; and\n\n                  (b) The remaining balance shall be due and payable upon\n      completion of the public offering.\n\n            3. TERM. The term of this Agreement shall commence on the date\nhereof and continue for one (1) year, ending on January 15, 1998.\nNotwithstanding anything else to the contrary herein, either party can terminate\nthis Agreement upon fourteen (14) days written notice to the other party.\n\n            4. CONFIDENTIAL INFORMATION. It is expressly understood and agreed\nthat all trade secrets and know-how of the Company are confidential and are the\nsole property of the Company. Consultant shall have no right to possession of\nsuch trade secrets and know-how other than in the discharge of its duties\nhereunder. Consultant shall not divulge to third parties the content of any\ntrade secrets which may have been acquired by virtue of this Agreement. The\nobligations provided for in this Paragraph 0 shall survive any termination of\nthis Agreement.\n\n            5. LIABILITY OF CONSULTANT. In the course of carrying out his duties\nas obligated under this Agreement, Consultant shall be liable only for gross\nnegligence, bad faith or breach of an expressed provision of this Agreement, but\nin all other respects, shall not be liable to the Company for any mistake of\njudgment. If the Company becomes liable or responsible for the payment of any\ndebt, encumbrance, liability or judgment arising out of or resulting from\nConsultant's performance under this Agreement, and the payment of such debt,\nencumbrance, liability or a judgment did not arise through the gross negligence\nor bad faith of Consultant, the Company shall indemnify Consultant for any and\nall such expense.\n\n            6. INDEPENDENT CONTRACTOR STATUS. Consultant is providing services\nto the Company only for the purposes and to the extent set forth in this\nAgreement, and Consultant's relation to the Company shall at all times during\nthe term of this Agreement be that of an independent contractor. Consultant\nshall not be considered as having employee status or as being entitled to\nparticipate in any plans, arrangements, or distributions by the Company\npertaining to or in connection with any pension plan, stock plan, bonus plan,\nprofit sharing plan or similar plan or benefit for the Company's employees.\n\n            7. COST AND EXPENSES. The Company shall reimburse Consultant for\nreasonable out-of-pocket costs and expenses incurred by Consultant in connection\nwith the\n\n\n\n\n                                     - 2 -\n\nperformance of his duties as described herein; provided, however, before\nincurring any costs and expenses relating to travel or entertainment, Consultant\nshall obtain the prior written approval of the Company. Failure to obtain such\nwritten approval before incurring such costs and expenses shall negate the\nCompany's responsibility for their reimbursement hereunder.\n\n            8. NOTICES. Any notices, statements, payments or other\ncommunications by the parties hereto to the other party shall be directed to the\naddress set forth below:\n\n            If to the Company:               Scott A. Schuff\n                                             420 S. 19th Avenue\n                                             Phoenix, Arizona 85009\n\n            If to Consultant:                D. Ronald Yagoda\n                                             7320 E. Butherus Drive\n                                             Suite 206\n                                             Scottsdale, Arizona 85260\n\n            9. ASSIGNMENTS. Neither party shall assign this Agreement or any\nportion of the rights without the prior written consent of the other party\nhereto.\n\n            10. BINDING EFFECT. This Agreement, and its terms and provisions,\nshall be binding upon, and inure to, the benefit of the parties, their\nsuccessors, administrators, executors and assigns, except as otherwise provided\nherein.\n\n            11. COMPLETE AGREEMENT. This Agreement sets forth all of the\ncovenants, agreements, conditions and understandings between the parties hereto,\nand there are no covenants, promises, agreements, conditions or understandings,\neither oral or written, between them other than as set forth herein, and those\nagreements which are executed contemporaneously herewith. This Agreement cannot\nbe modified or changed except by a written instrument executed by all the\nparties hereto.\n\n            12. CONSTRUCTION. This Agreement shall be construed in accordance\nwith and be governed by the laws of the State of Arizona.\n\n            IN WITNESS WHEREOF, the parties hereto have set their hands the day\nand year first above written.\n\n                                        COMPANY:\n\n                                        SCHUFF STEEL COMPANY, an Arizona\n                                        corporation\n\n\n\n\n                                     - 3 -\n\n                                        By:  \/s\/ Scott A. Schuff\n                                             -----------------------------------\n                                             Scott A. Schuff, President\n\n                                        CONSULTANT:\n\n                                        \/s\/ D. Ronald Yagoda\n                                        ----------------------------------------\n                                        D. RONALD YAGODA\n\n\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9539,9541],"class_list":["post-38697","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-construction__specialty","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38697","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38697"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38697"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38697"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38697"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}