EXHIBIT 99.3
Public Relations Engagement Letter
This Agreement (the "Agreement") is entered into this 18th day of May 2003,
by and between AuGrid Corp. (the "Company") , and Xxxxxx Xxxxxxxx of Lexington
Management Corporation (the "Consultant").
Whereas, the Company has expressed a need to obtain the services of an
experienced consultant on a non-exclusive basis to provide service to the
Company.
Whereas, the Consultant has professional knowledge and experience in the
area of expanding the Public relations of public companies in the investment
community through various types of traditional Public Relations.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Scope. The Consultant shall promptly provide, as requested by the
Company, assistance to the Company, by acting as a public relations Consultant
that will provide information on the Company to the financial community in order
to enhance the Company's public exposure throughout the term (as hereinafter
defined)(such services shall hereinafter be collectively referred to as the
"Public Relations").
2. Term. The Term of this agreement shall begin on the date hereof and
will expire (6) six months from the date hereof.
3. Assignment & Termination. This Agreement shall be considered unique
and personal as to the Consultant's services. Therefore, the Consultant may not
assign all or any part of the lead Consultant's obligations undertaken pursuant
to the Agreement without the written consent of the Company having been first
obtained. It is specifically understood and agreed that the Company may deny
such authority to assign and any such denial shall not be deemed as an abuse of
discretion. This Agreement may be terminated by either party for any reason
whatsoever within 45 days after signing of this contract by written notice from
either party. If the contract is not terminated within the 45 day period then
the contract shall endure for the term set forth in Paragraph 2 above.
4. Compensation. The Company agrees to retain the Consultant on a
non-exclusive basis as its Public Relations Consultant. In consideration for its
services, the Company agrees to compensate the Consultant in the following
manner upon signing of this engagement letter:
The Company will deliver to Consultant 2,000,000 shares of common stock
of AGRD upon signing of this contract or within an appropriate time frame
(determined by both parties), these shares will be will be registered on the
Company's next S8 and or SB-2 registration the Company whichever is initiated
first. Consultant acknowledges that upon acceptance of the registered shares,
this contract is paid in full.
5. Relationship. Nothing herein shall constitute the Consultant as an
employee or agent of the Company expect to such an extent as might hereafter be
agreed upon for a particular purpose. Except as expressly agreed, the Consultant
shall have no authority to obligate or commit the Company in any manner
whatsoever.
6. Independence of Consultant. CONSULTANT will work independently of
all other consultants. Nothing herein shall link, tie, or bond CONSULTANT with
any other consultant or company providing service or advice to, or under
contract with, AGRD. Opinions and statements rendered by CONSULTANT shall be
deemed to be that solely of CONSULTANT.
7. Advice & Opinions. The Company acknowledges that all opinions and
advice, whether written or oral, rendered in conjunction with this agreement
shall be used solely for the benefit of the Company and/or the Company's
clients, and the Company agrees that no such opinion or advice shall be used for
any other purpose and that the Company will not reproduce, disseminate, quote or
refer to at any time, in any manner or form for whatever purpose, nor may the
Company make public references to CONSULTANT and/or use CONSULTANT's name in any
reports, releases, correspondence, or communications to third parties without
the prior written consent of CONSULTANT unless obligated under law.
8. Indemnity. The parties agree to indemnify and hold each other
harmless from any and all claims, liabilities and expenses incurred by or
threatened against the indemnified party arising from this Agreement and its
performance due to the indemnifying party's intentional misconduct or gross and
wanton negligence, as determined by a court of proper Jurisdiction.
9. Notice. All notice to be given under this Agreement shall be in
writing, and may be given, served or made by depositing the same in the U.S.
mail addressed to the party to be notified at the address herein set forth,
post-paid and registered or certified with return receipt requested, or by
recognized overnight delivery service, or by delivering the same in person to
such party. The addresses of each Party is as follows:
If to AuGrid Corp.:
XX Xxxxxxx
0000 Xxxx 00xx Xx.
Xxxxxxxxx Xxxx
If to Xxxxxx Xxxxxxxx
Lexington Management Corp.:
Xxxxxx Xxxxxxxx
000 Xxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxxxx, XX
9. Governing Law. This Agreement shall be governed, interpreted and
construed under the laws of the State of Ohio.
Facsimile signatures on counterparts of the Agreement are hereby authorized and
shall be acknowledged as if such facsimile signatures were an original
execution, and this Agreement shall be deemed as executed when an executed
facsimile hereof is transmitted by a party to any other party.
IN WITNESS:
Xxxxxx Xxxxxxxx AuGrid Corp.
BY: /s/ Xxxxxx Xxxxxxxx BY: /s/ XX Xxxxxxx
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Xxxxxx Xxxxxxxx XX Xxxxxxx
President President
AUGRID CORPORATION
Confidentiality Agreement
The undersigned has recently entered into a consulting agreement (the
"Agreement") with AuGrid Corporation, a Nevada corporation, (the "Company").
During the period of the undersigned's services under the Agreement,
and all time thereafter, the undersigned agrees that, because of the valuable
nature of the Confidential Information, it shall use its best efforts to
maintain and protect the secrecy of the Confidential Information. Without in any
manner limiting the generality of the foregoing obligation, the undersigned
agrees that it shall not, and shall cause its officers, directors, employee,
agents and affiliates to not, directly or indirectly, without the prior written
consent of the Company, disclose any Confidential Information to any other
person or entity or use any Confidential Information for its or their own
purposes.
As used in this Agreement, the term "Confidential Information" means
any knowledge, information or property relating to, or used or possessed by, the
Company and its subsidiaries, and includes, without limitation, the following:
trade secrets; patents, copyrights, software (including all programs,
specifications, applications, routines, subroutines, techniques and idea for
formulae); concepts, data, drawings, designs and documents; names of clients,
customers, employees, agents, contractors, and suppliers; marketing information;
financial information and other business records; and all copies of any of the
foregoing.
Lexington Management Corporation.
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx- President
