XXXXXXXXXXXXX.XXX
CONTRACT FOR SERVICES
The following constitutes an Agreement (the "Agreement") between
XxXxxxxxXxxxx.xxx, Inc., ("GPT"), 0000 Xxxxxxx Xxxxxx, Xxx Xxxxx, XX
00000, and the undersigned (hereinafter referred to as the "Client"):
COMPANY: xxxxxxx.xxx
ADDRESS: ___________________________
CITY/STATE/ZIP: _________________________
CONTACT PERSON: Xxxxx Xxxx
TELEPHONE: Phone _________________ FAX __________________
GPT hereby agrees to perform consulting and advisory services for the
Client in conjunction with the development of a full blue sky
securities registration package for the sale, to the public, of the
securities of Client and other similar matters upon the fully
negotiated terms and conditions set forth herein. In consideration
of mutual promises made herein and for other good and valuable
consideration, the sufficiency of which are hereby acknowledged by
GPT and Client, both parties agree as follows:
1.Duties of GPT: GPT will provide the following services:
(a) "Direct Public Offering" - the preparation and filing of all the
required documents with regards to the registration by qualification
filing for Client. Included under this subparagraph are the
following documents:
(1) Formation of a new Nevada Corporation ("Public Corporation" - if
requested);
(2) Development of the full minute book for such Public Corporation;
(3) The preparation and filing of all documents required under Rule
504 of Regulation D of the Securities Act of 1933, as amended;
(4) Offering circular on Form-1A or other appropriate memorandum,
developed pursuant to the Securities Act of 1933;
(5) Uniform Application to Register Securities (Form U-1);
(6) Uniform Consent to Service of Process (Form U-2 and U-2A);
(7) The Foregoing documentation is limited to that required for
registration in one state only, each additional state costs an
additional $750 (See Section 3"Disbursement 3" for further details);
and
(8) Coordination for other required documents not to include
documents unrelated to #'s 1-6 of this paragraph.
(b) "Form 10-SB Development" - the preparation and filing of all the
required documents with regards to the full registration under
Section 12(d) or 12(g) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") with the Securities and Exchange
Commission ("SEC") for Client. Included under this subparagraph are
the following documents:
(1) Form 10-SB Registration Statement;
(2) XXXXX Federal SEC Electronic Submission;
(3) Form F-X (if applicable);
(4) Form 10-QSB and Form 10-KSB (if contracted for); and
(5) Additional Regulatory Filings (if contracted for).
(c) "Form 211 Development" - the preparation of the Form 211 to be
filed with the NASD, by the appropriate licensed market maker, as the
original application for the listing of the securities of the Client
on the NASD "Over-the-Counter" Bulletin Board ("NASDOTCBB").
Included under this subparagraph are the following documents and
services:
(1) Form 211 Disclosure Document;
(2) Appropriate Exhibits;
(3) Application and point of contact work with a transfer agent;
and
(4) Financial Statement audit coordination.
(d) "Market Maker Introduction"- assist the Client with locating and
negotiating a contract with a licensed level three market maker who
will file the Client's Form 211 with the NASD for the listing of the
Client's securities on the NASDOTCBB;
(e) "NASD and SEC Comment Letter Support"- assist the Client in
answering any and all comment letters from the NASD incident to the
filing of the Client's Form 211 and with the SEC incident to the
filing of the Client's Form 10SB as outlined above.
2.Client to Provide Information: Client agrees to provide GPT with
any information and documents as may be requested by GPT in
connection with the services to be performed for Client. Client
shall be solely responsible for the accuracy of the information and
representations contained in any documents to be prepared by GPT on
behalf of Client.
3.Compensation: Client shall provide $45,000 (U.S.D.) as
compensation to GPT for the services provided as fully delineated in
paragraph 1 of this Agreement. The Compensation shall consist of and
be disbursed as follows: The Compensation shall consist of and be
disbursed as follows: Note: This contract is delivered in payments
over time structure as a courtesy to client. This contract is a non-
refundable due and payable contract.
Disbursement 1: Client disburses and GPT collects payment of
a non-refundable retainer of $10,000 USD upon the
execution of this Agreement;
Disbursement 2: Client disburses and GPT collects payment of
an additional $10,000 USD upon file for permit by the
State of Nevada pursuant to NRS 90.490; and $10,000
when the offering closes.
NOTE: Client delivers to GPT 150,000 shares of the Common
Stock to be sold in the Regulation D, Rule 504
offering;
Disbursement 3: Client disburses and GPT collects payment of
an additional $5,000 USD upon filing of the Form 10SB
with the Securities and Exchange Commission;
Disbursement 4: Client disburses and GPT collects payment
of an additional $5,000 USD upon filing of the Form
211 with the NASD clearance of the Client for
quotation and trading on the NASDOTCBB; and
Disbursement 5: Client disburses and GPT collects payment of
an additional $5,000 USD upon notification by the
NASD of the Company's clearance for quotation on the
NASDOTCBB.
4.Other Expenses: GPT's compensation does not include any direct
filing fees required to be submitted with any registration, filings,
membership applications, self-regulatory agency fees, bonding,
fingerprinting, or testing expenses, all of which must be paid
directly by the Client. GPT will list such fees in a cover letter
included with the submission of the aforementioned documents to
Client for its review and execution. Client must issue checks in
full payment of these fees, payable to the appropriate payee, in the
appropriate amount, and return the checks to GPT along with the
executed documents. GPT will submit these checks to the appropriate
payees along with the associated documents. Similarly, GPT is not
responsible for certain printing or overnight mail costs or
accounting expenses (Client is responsible for obtaining its own
audited financial statements) associated with the documentation
described above. GPT will list such expenses in the aforementioned
cover letter (if applicable). Client will issue a check for these
costs and expenses and return the check to GPT along with the
executed documents for their submission to the appropriate
authorities.
5.TIMELY REVIEW BY CLIENT: IF DOCUMENTS ARE NOT RETURNED TO GPT,
CORRECTLY EXECUTED AND WITH PROPER PAYMENT AS INDICATED BY THE COVER
LETTER REFERRED TO IN ITEM 4 HEREIN, WITHIN 21 DAYS OF SUBMISSION OF
SUCH DOCUMENTS TO THE CLIENT, GPT WILL NOT GUARANTEE THAT THE
DOCUMENTS WILL BE ACCEPTED BY GPT OR RECEIVE PRORITY TREATMENT UPON
THEIR RETURN. DOCUMENTS WHICH ARE HELD BY THE CLIENT FOR 30 DAYS OR
LONGER MAY REQUIRE REVISIONS WHICH WILL BE BILLED TO THE CLIENT AT
GPT'S THEN CURRENT HOURLY RATE OF $300.00 PER HOUR. FURTHERMORE, SOME
STATE AGENCIES DO NOT ACCEPT DOCUMENTS WHICH HAVE BEEN
SIGNED/NOTARIZED MORE THAN 30 DAYS PRIOR TO RECEIPT BY SUCH AGENCY OF
SAID DOCUMENT. ANY DOCUMENT THAT REQUIRES REVISION DUE TO THE
CLIENT'S FAILURE TO RETURN THE AFOREMENTIONED DOCUMENTS TO GPT WITHIN
THE TIMEFRAME FIRST INDICATED ABOVE WILL BE BILLED TO THE CLIENT AT
GPT'S THEN CURRENT HOURLY RATE. FINALLY, ANY DOCUMENTS WHICH ARE NOT
RETURNED TO GPT WITHIN 30 DAYS MAY, AT GPT'S SOLE DISCRETION, BE
CONSIDERED NULL AND VOID, IN WHICH CASE FULL PAYMENT IS DUE GPT
PURSUANT TO ITEM 3 HEREIN.
6.Certain Circumstances: GPT assumes no responsibility for any
occurrences beyond its control, including but not limited to Federal
and State filing backlogs or agency computer breakdowns, which may
result in processing delays. GPT will use its best efforts to secure
registration for Client but cannot guarantee that any registration
will be granted; however, in the event that the failure to obtain a
registration is directly attributable to an error or oversight on the
part of GPT, GPT will use its best efforts to resolve the problem at
no additional expense to Client. In no event will GPT be liable for
actual, incidental, consequential, related or any other type of
damages, in any amount, attributable to such error or oversight on
the part of GPT.
7.Indemnification: Client hereby agrees to indemnify and hold
harmless GPT, its partners, employees, agents, representatives,
assigns, and controlling persons (and other officers, directors,
employees, agents, representatives, assigns and controlling persons)
from any and all losses, claims, damages, liabilities, costs, and
expenses (and all other actions, suits, proceedings, or claims in
respect thereof) and any legal or other expenses in giving testimony
or furnishing documents in response to a subpoena or otherwise
(including, without limitation, the cost of investigating, preparing
or defending any such action, suit, proceeding, or claim, whether or
not in connection with any action, suit, proceeding or claim for
which it is a party), as and when incurred, directly or indirectly,
caused by, relating to, based upon or arising out of the services
pursuant to this agreement so long as GPT has not committed
intentional or willful misconduct, nor acted with gross negligence,
in connection with the services which form the basis of the claim for
indemnification. Client further agrees that GPT shall incur no
liability on account of this agreement or any acts or omissions
arising out of or relating to this agreement except for such
intentional or willful misconduct. This paragraph shall survive the
expiration or termination of this agreement.
Please Initial: ___________ Client also expressly indemnifies GPT
for any future liabilities, either administrative, civil, or criminal
related to the improper use by Client or its assigns of any and all
documentation that is provided to Client by GPT pursuant to this
Agreement.
Please Initial: ___________ Client hereby further agrees to
indemnify GPT against any action, suit, claim or proceeding, whether
civil, criminal or administrative, and against any fine, cost, levy,
expense, judgment or award arising therefrom (collectively a
"Claim"), in which GPT may be involved (whether as a witness or a
party) as a result of any application or document filed or processed
by GPT, on the Client's behalf, which contains any false or
misleading statement or omission of material fact or which, other
than through gross negligence of GPT, violates any statute, rule or
order of any Federal, state or self-regulatory authority. Client
agrees that GPT shall have no responsibility to verify the accuracy
or adequacy of any statement, document, fact or information provided
to GPT by Client or Client's attorney, accountant, representative or
agents.
8.Independent Contractor Status: GPT shall perform its services
under this contract as an independent contractor and not as an
employee of Client or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that GPT shall have no
authority to act for, represent or bind Client or any affiliate
thereof in any manner, except as provided for expressly in this
Agreement or in writing by Client.
9.Additional Services: Client understands and acknowledges by the
acceptance of this Agreement that any and all services outside the
direct scope of the documents listed in Section 1 above shall be
billed to Client by GPT at GPT's then current hourly rates. Such
services specifically include, but are not limited to, services
required as a result of Client's strategic reconfigurations of its
offering subsequent to the execution of this Agreement and subsequent
to initial information provided to GPT by Client.
10. Late Fees: Any GPT invoice not paid within thirty (30) days of
such billing is subject to a 1.5% monthly interest charge. GPT
reserves the right to use any and all means of collection available
under applicable law to collect any amount past due.
11. Amendment and Modification: Subject to applicable law, this
Agreement may be amended, modified or supplemented only by a written
agreement signed by both parties. No oral modifications to this
Agreement may be made.
12. Entire Agreement: This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject
matter of this Agreement. The failure by GPT to insist on strict
performance of any term or condition contained in this Agreement
shall not be construed by Client as a waiver, at any time, of any
rights, remedies or indemnifications, all of which shall remain in
full force and effect from time of execution through eternity.
13. Agreement Binding: This Agreement shall be binding upon the
heirs, executors, administrators, successors and permitted assigns of
the parties hereto. Client shall not assign its rights or delegate
its duties under any term or condition set forth in this Agreement
without the prior written consent of GPT.
14. Attorney's Fees: In the event an arbitration, mediation, suit
or action is brought by any party under this Agreement to enforce any
of its terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorney's fees to
be fixed by the arbitrator, mediator, trial court and/or appellate
court.
15. Severability: If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision never comprised a
part hereof; and the remaining provisions hereof shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Furthermore,
in lieu of such illegal, invalid and unenforceable provision, there
shall be added automatically as part of this Agreement a provision as
similar in nature in its terms to such illegal, invalid or
unenforceable provision as may be legal, valid and enforceable.
16. Governing Law: This Agreement shall be governed by the laws of
the State of Nevada, and the venue for the resolution of any dispute
arising thereof shall be in Xxxxx County, State of Nevada.
17. No Legal Advice: Client further agrees and understands that
although documents and filings prepared by GPT are reviewed by its
General Counsel, GPT has not and does not render legal advise or
offer legal assistance. All requests for legal advice by Client will
be referred to legal counsel for a proper legal opinion.
Accordingly, no statements or representations by GPT should be
construed to be legal advice, and GPT advises Client to always
consult with own its attorney regarding the legalities of all
investment offerings, registrations and filings.
18. Post-Registration Responsibilities: Client understands and
acknowledges by the acceptance of this Agreement that all post-
registration periodic or special reports are the responsibility of
the Client unless otherwise agreed to in writing by GPT.
IN WITNESS THEREOF, the parties above have caused this Agreement to
be duly executed, as of the day and year set out below.
XxXxxxxxXxxxx.xxx, Inc.
By: /s/ Xxxxxxx Xxxxx, President
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Xxxxxxx.xxx
By: /s/ Xx. Xxxxx Xxxx
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