INVESTOR RELATIONS SERVICES AGREEMENT
Exhibit 10.10
This
AGREEMENT (the “Agreement”) made and entered into the 23rd day
of May, 2008, by Midwest
Stock Consulting LLC. and along with any corporation, partnership,
proprietorship, joint venture, division, subsidiary, employee, consultant,
agent, associate, assignees, family member, or any other third party under their
direct or indirect control (hereinafter referred to as “Consultants“) and Aultra
Gold Inc. Involved (hereinafter referred to as the
“Company”).
RECITALS
WHEREAS, the Consultant is an
independent contractor engaged in the business of investor relations
services;
WHEREAS, the Company desires
to increase investor awareness for its clients of its common stock;
For and
in consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
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ARTICLE
1. SERVICES PROVIDED
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1.0
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The
Company hereby agrees to engage Consultants, and Consultants hereby agree
to provide the following investor relations
services:
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(a)
Profiles Aultra
Gold Inc. on Consultants’ website;
(b) Daily
contact with market participants via optin e-mail, instant messages, conference
calls, and posts to investor forums with use of disclaimers
(c)
Customers and Shareholders having access to my phone number and email
addresses.
(d) Use
of Midwest Stock Consulting LLC. in PR's under contact us section is
approved.
ARTICLE
2. TERM OF ENGAGEMENT
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2.0
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This
Agreement is to be in effect for the period from 23rd
day of May, 2008 up to and including 23rd
day of July, 2008, and is to be applied to any subsequent renewals
or extensions.
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2
ARTICLE
3. PAYMENT FOR SERVICES
As
payment for Consultants’ services, 100,000
restricted shares bearing the following restrictive SEC 144legend “THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.”
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3.0
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(a) Payment
Instructions
Stock
payment shall be sent in the form of a stock certificate, according to the
following instructions:
Midwest Stock Consulting
LLC
000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
ARTICLE
4. NONDISCLOSURE AND NON-CIRCUMVENTION
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4.0
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Except
as may be required by law, or in the course of the Company’s normal
business, the Company shall not disclose the contents and
provisions of this Agreement to any individual or entity without
Consultants’ prior written consent. Company shall instruct its
officers, directors, employees, agents, and affiliates of this obligation.
If the Company shall provide any information to Consultants for background
or other purposes which it shall identify as confidential or non-public
information, Consultants shall not disclose such information to any party,
except as may be required by law pursuant to a written opinion of
competent counsel, during the term of this Agreement and for a period of
one year thereafter. Consultants shall inform its employees,
agents, officers, directors, and affiliates of this
obligation.
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4.1
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The
Parties to this Agreement further agree that no effort shall be made to
circumvent this Agreement or the terms thereof in an effort to gain fees,
commissions, remuneration, or considerations to the benefit of one Party
to this Agreement or to exclude the other Party to this Agreement of such
a benefit.
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4.2
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It
is understood that this Agreement is a reciprocal and mutual one between
the Parties concerning their privileged information and
contacts. The Parties further promise, warrant and covenant
that they will act in good faith towards each other and in the performance
of this Agreement or otherwise.
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3
ARTICLE
5. DISPUTE RESOLUTION AND OTHER REMEDIES
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5.0
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Any controversy, claim or dispute
arising out of the provisions of this Agreement, or the breach thereof,
shall be resolved by arbitration to take place in accordance with the
rules of the American Arbitration Association, with any proceedings or
hearings to take place in Xxxxx Xxx, XX 00000 unless another location is
mutually agreed upon; and any judgment upon the award rendered by
arbitration may be entered in any Court of competent
jurisdiction. Such award shall also include, but shall not be
limited to, any and all court or arbitration costs, attorney fees and any
other costs or charges reasonably necessary to adjudicate the controversy,
in addition to any and all damages deemed fair by the Arbitrator(s).
Nothing contained herein shall deprive any Party of his or her right to
obtain injunctive or other equitable
relief.
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ARTICLE
6. MISCELLANEOUS
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6.0
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Notices. Any
notice or other communication required or permitted to be given hereunder
shall be in writing, and shall be deemed to have been duly
given when delivered personally or sent by registered or
certified mail, return receipt request, postage prepaid to the parties
hereto at their addresses indicated hereinafter. Either party may change
his or its address for the purpose of this paragraph by written notice
similarly given.
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6.1
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Entire Agreement. This
Agreement represents the entire agreement between the Parties in relation
to its subject matter and supersedes and voids all prior agreements
between such Parties relation to such subject
matter.
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6.2
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Amendment of Agreement.
This Agreement may be altered or amended, in whole or in part, only in
writing signed by both Parties.
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6.3
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Waiver. No waiver of
any breach or condition of its Agreement shall be deemed to be a waiver of
any other subsequent breach or condition, whether or a like or different
nature, unless such shall be signed by the person making such waivers
and/or which so provides by its
terms.
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6.4
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Captions. The captions
appearing in this Agreement are inserted as matter of convenience and for
reference and in no way affect this Agreement, define, limit or describe
its scope or any of is provisions.
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6.5
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Situs. This
Agreement shall be governed by and construed in accordance with the laws
of the State of Wisconsin, without reference to the conflict of laws
provisions thereof.
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6.6
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Benefits;
Assignment. This Agreement shall inure to the benefit of
and be binding upon the Parties hereto, their successors and permitted
assigns. This Agreement may not be assigned by either Party
without the written consent of the other
Party.
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6.7
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Counterparts. This
Agreement may be executed in counterpart and by fax transmission, each
counterpart being deemed an
original.
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IN
WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written
Authorized
person x___________________ Title_______________ Date________
I hereby
certify that I agree to the terms of the consulting agreement above and am
authorized to enter into this consulting agreement.
Midwest Stock Consulting
LLC
Authorized
person x___________________ Title_______________ Date________
I hereby
certify that I agree to the terms of the consulting agreement above and am
authorized to enter into this consulting agreement.
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