EXHIBIT 10.12
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 1st day of
November, 1999 by and between: PLATINUM AND GOLD RECORDING & PUBLISHING CORP.
located at 00000 X.X. 00xx Xxxxx, Xxxxxxx, XX., 00000 (herein referred to as the
"COMPANY") and XXXXX RESEARCH GROUP, INC. 0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000 engaged in providing financial public relations
services (hereinafter referred to as "CONSULTANT").
WITNESSETH THAT:
WHEREAS, the COMPANY requires financial public relations services and
desires to employ CONSULTANT to provide such services as an independent
contractor consultant, and CONSULTANT is agreeable to such employment, and the
parties desire a written document formalizing and defining their relationship
and evidencing the terms of their agreement;
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT. The COMPANY hereby appoints CONSULTANT as its financial
public relations counsel and hereby retains and employs CONSULTANT, on the terms
and conditions of this Agreement. CONSULTANT accepts such appointment and agrees
to perform the services upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on Monday, November 1, 1999
and shall terminate on November 1, 2000.
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3. SERVICES.
(a) CONSULTANT shall act, generally, as financial public
relations counsel, essentially acting (1) as liaison between the COMPANY and is
database of approx. 60,000 retail buying stockbrokers; (2) as advisor to the
COMPANY with respect to existing and potential market makers, broker-dealers,
and investors as well as being the liaison between the COMPANY and such persons;
and (3) as advisor to the COMPANY with respect to communications and information
(e.g., interviews, press releases, financial media, etc.) As well as planning,
designing, developing, organizing, writing and distributing such communications
and information with the exception of Due Diligence Packages.
(b) CONSULTANT shall seek to make the COMPANY, its management,
its products, and its financial situation and prospects, known to the financial
press, publications and TV financial news programs, financial talk shows,
broker-dealers, institutional investors, market makers, investment advisors, and
other members of the financial community as well as the Internet financial media
and the public generally.
(c) CONSULTANT, in providing the foregoing services, shall be
responsible for all costs of providing the services.
4. LIMITATIONS ON SERVICES. The parties recognize that certain
responsibilities and obligations are imposed by federal and state securities
laws and by the applicable rules and regulations of stock exchanges, the
National Association of Securities Dealers, in-house "due diligence" or
"compliance" departments of brokerage houses, etc. Accordingly, CONSULTANT
agrees:
(a) CONSULTANT shall NOT release any financial or other information
or data about the COMPANY without the consent, approval and signature of the
COMPANY, signatures on press releases are necessary.
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(b) CONSULTANT shall NOT conduct any meetings with financial investors
without informing the COMPANY in advance of the proposed meeting and the format
or agenda of such meeting and the COMPANY may elect to have a representative of
the COMPANY attend at such meeting.
(c) CONSULTANT shall NOT release any information or data about the
COMPANY to any selected or limited person(s), entity, or group if CONSULTANT is
aware that such information or data has not been generally released or
promulgated.
(d) After notice by the COMPANY of filing for a proposed public
offering of securities of the COMPANY, and during any period of restriction on
publicity, CONSULTANT shall not engage in any public relations efforts not in
the normal course without approval of counsel for the COMPANY and of counsel for
the underwriter(s), if any.
5. DUTIES OF COMPANY
(a) COMPANY shall supply CONSULTANT, on a regular and timely basis with
all approved data and information about the COMPANY, its managements, its
products, and its operations and COMPANY shall be responsible for advising
CONSULTANT of any facts which would affect the accuracy of any prior data and
information previously supplied to CONSULTANT so that CONSULTANT may take
corrective action.
(b) COMPANY shall promptly supply CONSULTANT: with full and complete
copies of all findings with all federal and state securities agencies; with full
and complete copies of all shareholder reports and communications whether or not
prepared with CONSULTANT's assistance; with all data and information supplied to
any analyst, broker-dealer, market maker, or
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other member of the financial community; and with all product/services
brochures, sales materials, etc. (This is usually a due diligence package),
as/if information is needed.
(c) COMPANY shall promptly notify CONSULTANT of the filing of any
registration statement for the sale of securities and of any other event which
triggers any restrictions on publicity.
(d) COMPANY shall contemporaneously notify CONSULTANT if any
information or data being supplied to CONSULTANT has not been generally released
or promulgated. A signature on material will do - CONSULTANT does deliver
minimum disclosure.
6. REPRESENTATION AND INDEMNIFICATION
(a) The COMPANY shall be deemed to make a continuing representation of
the accuracy of any and all material facts, material, information, and data
which it supplies to CONSULTANT and the COMPANY acknowledges its awareness that
CONSULTANT will rely on such continuing representation in disseminating such
information and otherwise performing its public relations functions.
(b) CONSULTANT, in the absence of notice in writing from COMPANY, will
rely on the continuing accuracy of material, information, and data supplied by
the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from, any claims, demands, suits, loss, damages, and etc.
arising out of CONSULTANTS reliance upon the accuracy and continuing accuracy of
such facts, material, information, and data.
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7. COMPENSATION.
(a) Xxxxx Research Group, Inc., in providing the foregoing services,
shall be responsible for all costs incurred except company will be responsible
for mailing of due diligence requests (or expenses for preparation and mailing
of due diligence packages by Xxxxx Research Group, Inc.).
(b) Four cost in expense fees will be as follows: $50,000 shares of
free-trading common stock or cash or a combination of both upon signing
contract. $50,000 shares of free trading common stock or cash or a combination
of both on 2nd contract month and $50,000 shares of free trading common stock or
cash or a combination of both 3rd contract month. Months 4, 5, and 6, will be
$25,000 shares of free-trading common stock or cash or a combination of both
paid each month plus an option contract will be put into place for the remaining
contract year.
8. BILLING AND PAYMENT. The monthly basic fee provided for in Paragraph
7(a) shall be due and payable without billing. Xxxxxxxx and payments for special
services (Paragraph 7) shall be as agreed.
9. RELATIONSHIP OF PARTIES. CONSULTANT is a Florida Corporation,
responsible for compensation of its agents, employees and representatives, as
well as all applicable withholding therefrom and taxes thereon (including
unemployment compensation) and all xxxxxxx'x compensation insurance. This
Agreement does not establish any partnership, joint venture, or other business
entity or association between the parties and neither party is intended to have
any interest in the business or property of the other.
10. TERMINATION. This agreement may be terminated by either party
prior to the expiration of the term provided in Paragraph 2 above only in
writing at least five business days prior to the expiration of current contract
month. If this should happen, Company is responsible for all expenses to that
date. All stock left in JRG's account upon any cancellation date, will be
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returned to Company minus expenses to that date.
11. ATTORNEY'S FEES. Should either party default in the terms or
conditions of this Agreement and suit be filed as a result of such default, the
prevailing party shall be entitled to recover all costs incurred as a result of
such default including all costs and reasonable attorney's fees, expenses and
court costs through trial and appeal.
12. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the other party.
13. ASSIGNMENT. The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the parties.
14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail,
return receipt requested, to the principal office of the party being notified.
15. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties and may be modified only by agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement shall be governed for all purposes by the
laws of the State of Florida. If any provision of this Agreement is declared
void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement.
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XXXXX RESEARCH GROUP, INC.
by: /s/Xxxxx Xxxxx Xxxxxxx Date: 11/1/99
Xxxxx Xxxxx Xxxxxxx, President/CEO
Xxxxx Research Group, Inc.
by: /s/Xxxxx Xxxx Date: 11/1/99
Xxxxx Xxxx, President/CEO
Platinum & Gold Publishing & Recording Corp.
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