Exhibit 4.6
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of March, 1997
between INTERNATIONAL CORPORATE DEVELOPMENT, INC., hereinafter sometimes
referred to as "ICD," and CLASSIC RESTAURANTS INTERNATIONAL, INC.,
hereinafter sometimes referred to as the "COMPANY").
WITNESSETH:
WHEREAS, ICD is a public relations firm specializing in shareholder
and public relations, financing, intermediary client service negotiations
for publicly traded companies, and
WHEREAS, the COMPANY is publicly held with its common stock trading in
the over the counter market, and
WHEREAS, the COMPANY desires to publicize itself with the intention of
making its name and business better known to its shareholders, investors,
and brokerage houses, and
WHEREAS, ICD is willing to accept the COMPANY as a client.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. ENGAGEMENT: The COMPANY hereby engages ICD to publicize the COMPANY to
brokers, prospective investors and shareholders, to advise the company on
increasing its public awareness and to advise and consult with the COMPANY
on strategic oppurtunities, mergers and acquisitions.
2. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue for a period
of one year, subject to the COMPANY'S right to terminate this Agreement
after six months.
3. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by ICD, the COMPANY agrees to pay compensation to ICD as follows:
(A) 125,000 shares of Class A Common Stock of the COMPANY upon execution of
this Agreement, which shares shall be issued in the name of Xxxxxx X.
Xxxxxxxx, the sole shareholder of the Company, and registered by the
COMPANY with the Securities and Exchange Commission on Form S-8
immediately; plus
(B) 125,000 shares of Class A Common Stock six months from the date of this
Agreement in the event the COMPANY decides not to terminate the Agreement
at such time, which shares shall also be issued in the name of Xxxxxx X.
Xxxxxxxx and registered with the Securities and Exchange Commission on Form
S-8 immediately immediately.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The COMPANY represents
and warrants to ICD, each such representation and warranty being deemed to
be material that:
(A) The COMPANY will cooperate with ICD to enable ICD to perform its
obligations under this Agreement.
(B) The execution and performance of this Agreement by the COMPANY has been
duly authorized by the Board of Directors of the COMPANY in accordance with
applicable law, and, to the extent required, by the requisite number of
shareholders of the COMPANY;
(C) The performance by the COMPANY of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the COMPANY or any
contractual obligation by which the COMPANY may be bound.
(D) The COMPANY will promptly deliver to ICD a complete due diligence
package to include the latest 10K, latest 10Q, last 6 months of press
releases and all other relevant materials, including but not limited to
corporate reports, brochures, etc.
(E) The COMPANY will promptly deliver to ICD a list of names and addresses
of all shareholders of the COMPANY which it is aware.
(F) The COMPANY will promptly deliver to ICD a list of brokers and market
makers of the COMPANY's securities which have been following the COMPANY.
(G) Because ICD will rely on such information to be supplied it by the
COMPANY, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The COMPANY will act diligently and promptly in reviewing materials
submitted to it by ICD to enhance timely distribution of the materials and
will inform ICD in writing of any inaccuracies contained therein prior to
the projected publication date.
5. DISCLAIMER BY ICD: ICD WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. ICD MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT IN
ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY
TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN
THE COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH
THE COMPANY.
6. LIMITATION OF ICD LIABILITY: If ICD fails to perform its services
hereunder, its entire liability to the COMPANY shall not exceed the value
of the shares which it is to receive under this Agreement.
7. OWNERSHIP OF MATERIALS: All right, title and interest in and to
materials to be produced by ICD in connection with the contract and other
services to be rendered under this Agreement shall be and remain the sole
and exclusive property of ICD, except that if the COMPANY pays the
Compensation, as defined in Section 4 of this Agreement, it shall be
entitled to receive upon written request, one (1) copy of all such
materials.
8. CONFIDENTIALITY: Until such time as the same may become publicly known,
ICD agrees that any confidential information will not be revealed or
disclosed to any person or entity, except in the performance of this
Agreement, and upon completion of its services and upon written request of
the COMPANY all materials, original documentation provided by the COMPANY
will be returned to it. ICD will, however, require Confidentiality
Agreements from its own employees and from contractors ICD reasonably
believes will come in contact with confidential material.
9. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given, and shall be given by
personal delivery, by certified mail, express mail or by national overnight
courier services. Notices will be deemed given upon the earlier of actual
receipt or three (3) business days after being mailed or delivered to such
courier service.
Notices shall be addressed to ICD at:
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
and to the COMPANY at:
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Any notices to be given hereunder will be effective if executed by and sent
by the attorneys for the parties giving such notice, and in connection
therewith the parties and their respective counsel agree that in giving
such notice such counsel may communicate directly in writing with such
parties to the extent necessary to give such notice.
10. SEPARABILITY: If one or more of the provisions of this Agreement shall
be held invalid, illegal, or unenforceable in any respect, such provision,
to the extent invalid, illegal, or unenforceable, and provided that such
provision is not essential to the transaction provided for by this
Agreement, shall not affect any other provision hereof, and the Agreement
shall be construed as if such provision had never been contained herein.
11. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the commercial arbitration rules of the American
Arbitration Association, and judgement upon the award rendered by the
arbitrators(s) may be entered in any court having jurisdiction thereof.
13. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date ICD
is prepared to distribute letters and/or brochures pursuant to the
contract.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Georgia.
(C) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
AGREED TO ON THE 27TH DAY OF MARCH, 1997.
INTERNATIONAL CORPORATE DEVELOPMENT, INC.
By:/s/Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx, President
CLASSIC RESTAURANTS INTERNATIONAL, INC.
By:/s/Xxxxx Xxxxxx Xxxx
Xxxxx Xxxxxx Xxxx, President
