1
EXHIBIT 99.1
Fee Agreement
THIS FEE AGREEMENT (this "Agreement") dated the 18th day of April,
2001, is entered into by and between Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), and
Infotopia Inc., a Nevada corporation (and its successors and assigns) with
principal offices in Raynham, Massachusetts ("Client").
FOR AND IN CONSIDERATION of the mutual promises and covenants set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
1. An annual non-refundable retainer of Five Million Shares (5,000,000)
of Client's common stock shall be paid by Client to Xxxxxxx for advice and
consulting on strategic issues. The retainer shall be paid in common stock of
the Client registered through an S-8 registration. The retainer shall be deemed
to have been earned upon signing of this agreement.
2. Client is authorized to disclose Xxxxxxx'x status as a consultant
under the terms of this Agreement to such persons and in such manner as may be
deemed necessary to Client or its counsel.
3. Xxxxxxx shall not be responsible for any representation or warranty
made by any person or entity who or which Xxxxxxx may introduce to Client or for
any undertaking, representation, or warranty made by Client. Client further
agrees to indemnify Xxxxxxx and hold Xxxxxxx harmless from any and all
liabilities that Xxxxxxx may incur as a result of any transaction entered into
or as a result of any misrepresentation or material omission by Client.
4. Xxxxxxx shall not be liable thereunder for any matter connected with
this Agreement, except for a lack of good faith and for obligations expressly
assumed by it in this Agreement. Xxxxxxx'x sole obligation is as set forth in
paragraph 1, and Xxxxxxx shall not have any obligation or any responsibility for
assisting in any negotiations between Client or any other person. At Xxxxxxx'x
request, its representatives shall have the right to participate in discussions
between Client and parties introduced by Xxxxxxx.
5. Client represents to Xxxxxxx, and agrees to represent to Xxxxxxx at
closing of any transaction contemplated hereby, as follows:
(a) Client is a corporation duly authorized, validly existing, and in
good standing under the laws of the state of its incorporation and has the
corporate power and authority to enter into and perform this Agreement;
(b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by Client's
board of directors; and
(c) This Agreement constitutes a valid and binding agreement of Client,
enforceable in accordance with its terms.
6. This Agreement shall terminate and be of no further force and effect
and the liability of the parties hereto shall cease at any time after April 30,
2002.
7. From time to time and at the request of Xxxxxxx, but not more
frequently than monthly, Client shall provide to Xxxxxxx a written report of
2
the status of negotiations between Client and any party introduced to Client by
Xxxxxxx.
8. All notices, demands, requests, or other communications required or
authorized hereunder shall be deemed given sufficiently if in writing and if
personally delivered; if sent by facsimile transmission, confirmed with a
written copy thereof sent overnight express delivery; if sent by registered mail
or certified mail, return receipt requested and postage prepaid; or if sent by
overnight express delivery:
If to Xxxxxxx, to:
Xxxx Xxxxxxx
XX Xxx 0000
Xxxxxx, Xxxx 00000
Fax No. (000) 000-0000000-0000
If to Client, to:
Xxxxxx Xxxxx
Infotopia, Inc.
000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
or other such addresses and facsimile numbers as shall be furnished by any party
in the manner for giving notices hereunder, and any such notice, demand,
request, or other communication shall be deemed to have been given as of the
date so delivered or sent by facsimile transmission, three days after the date
so mailed, or one day after the date so sent by overnight delivery.
9. In the event legal action is brought to enforce any provision of
this Agreement, the defaulting party agrees to pay all reasonable costs and
attorneys' fees incurred by the non-defaulting party in enforcing any remedy
under this Agreement or in seeking any other remedy, whether by law or equity.
10. This Agreement shall be governed by and interpreted in accordance
with the laws of the state of Utah.
DATED as of the date first above written.
BY: ___________________
Xxxxxxx X. Xxxxxxx
Infotopia Inc.
BY:___________________
Xxxxxx Xxxxx
ITS: CEO
