AGREEMENT
Exhibit
10.10
AGREEMENT
This
Agreement cancels and supersedes the agreement made on June 30, 2008 and is made
and entered into by and between Waterville Investment Research, Inc. (the
“Consultant”) and Powersafe Technology, Inc. (the “Client”) on March 12,
2009.
W
I T N E S S E T H:
WHEREAS, the Consultant
through its operating division Waterville Investment Research (the “Division”)
(the Consultant and the Division collectively referred to as the “Consultant”)
located at 0000 Xxxxx Xxxxxx, 00X, Xxx Xxxx, XX 00000 operates a research and
public relations firm with a web sitge located at xxx.XxxxxxxxxxXxxxxxxx.xxx
(the “Web Site”) for; and WHEREAS, Client is a public
company whose common shares are listed for trading on the Bulletin Board under
the trading symbol PSFT and WHEREAS, Client desires to
utilize the services of the Consultant in connection with its business
operations. NOW,
THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth the parties hereto agree as follow:
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1)
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The
Consultant shall provide to the Client the following services (the
“Consulting Services”):
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a. posting
certain information concerning the Client on its Web Site in a format similar to
other public companies now listed thereon;
b. production
of a 8-10 page summary research report (the “Report”) providing data and
research on the Client which shall include the following:
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o Description of
Client’s business;
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o Prospects
for the Client’s future;
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o
Management’s view on the
above
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o History of
trading of the Client’s stock.
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c. In
addition to the above, Consultant will:
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o Provide
Quarterly updates of the Client for one
year;
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o Make the
Client information available to its opt in e-mail base and
newsletter;
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o Consultant
will send at least 472,000 email versions of the Report and updates
(expecting any opt-outs after sending of Report) as seen fit to retail
investors, investment houses, brokerage firms and the research centers;
consultant represents that it has an “opt-in” list requesting its research
of at least 450,000 e-mail addresses. Consultant will comply
with any “anti-spam” regulations.
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2) Effective
as of the date hereof the Client hereby engages the Consultant to provide to it
the Services for a period of one (1) year commencing on March 11, 2009j and
terminating as of the close of business on March 15, 2010. Client
understands this is not a monthly contract.
3) As
consideration for the Consulting Services to be rendered by the Consultant to
the Client during the Term of this Agreement the Client shall pay to the
Consultant the following compensation (the “Compensation”) as full and final
payment thereof and the shares will deemed fully paid for upon the signing of
this agreement.
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a.
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Concurrently
here, Client with pay Consultant $500 in
cash.
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b.
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In
consideration of $25 from Consultant, Client will issue 80,000 shares of
Rule 144 Restricted Common Stock (“Shares”). Client will issue
the shares as soon as possible to the following
parties;
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o 30,000
Shares issued i/n/o “The Xxxxx Family Revocable
Trust”
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o 30,000
Shares issued i/n/o “The Xxxxxxx Family Revocable
Trust”
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o 20,000
Shares issued i/n/o “Xxxxx Xxxxx”
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The
shares will be sent to Xxxxx Xxxxx & Associates, PLLC to be held in escrow
until such time that said legal counsel to Client approves the Report for
distribution.
4) The
Client agrees to the following:
(a) it
will fully disclose to the Consultant any and all information that is deemed
material and necessary to the Consulting Services to be performed
hereunder.
(b) the
information supplied by it to the Consultant from parties other than the Client
will be from dependable and reliable services, and specific price targets will
not be posted.
(c) After
six months from the date of this Agreement, the Client shall furnish the
shareholders indicated above with an opinion of legal counsel to remove the
restrictive legend on all the Shares at no cost to Consultant, provided that
such shareholders provide legal counsel with all requested
documentation. Said shareholders and their respective designees will
be able to sell the shares pursuit to Rule 144 after the six month required
holding period provided they and the Client are in compliance with all
applicable securities laws.
Each of
the three shareholders indicated above shall execute and deliver to the Client a
no-showing covenant agreement prior to the Client issuing them their respective
shares. Said agreement shall provide that the shareholder shall not
directly or indirectly engage in any “short sales” as defined in Rule 200 of
Regulation SHO under the Exchange Act or any other hedging transaction in
connection with the securities of the Client and its affiliates.
5) (a) The
parties hereto have agreed to hold private and confidential all information and
not to circumvent the disclosing party with regard to any and all contracts,
customers, clients and related persons or entities.
(b) Neither
party, without the prior written consent of the other, shall divulge,
disseminate, communicate or otherwise disclose any confidential or proprietary
information provided as a result of the business between the parties except to
the reasonable extent required to accomplish the purpose contemplated by said
business arrangements between the parties.
(c) The
parties agree that neither, without prior written consent of the other
party(ies), shall circumvent the disclosing party with regard to the contacts,
customers and/or related persons or entities identified by the identifying
party.
(d) Confidential
includes, but is not limited to, any information not obtainable by the general
public and which contains information which would be considered owned by the
owner and proprietary in nature and which would be considered as a trade secret
except so far as it already exists in the public domain.
(e) It
is the intention of the parties to use the confidential or proprietary
information and to use the contacts, customers or related persons or entities to
the advantage of the receiving party and for like benefit to the providing party
in accordance with the terms and conditions of this business
transaction.
For the
avoidance of doubt, Consultant agrees that any person who contacts Client as a
result of the services provided by Consultant hereunder shall become a contact
of Client and Consultant shall not be entitled to any additional compensation as
a result thereof.
6) Each
party agrees to indemnify and hold harmless the other party and its affiliates
against any legal action arising from written warranties and representations
provided by the indemnifying party. Such indemnification shall
include payment of judgments, if any, and costs legal representation and court
costs, if any.
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7)
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Representations
and Warranties of Client are as
follows:
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(a) The
execution and delivery of this Agreement, and the consummation by Client of the
transactions contemplated hereby, will be duly and validly authorized by the
Board of Directors of Client which authorization will remain in full force and
effect, and no other corporate proceedings on the part of Client will be
necessary to authorize this Agreement and the transactions contemplated hereby;
and This Agreement constitutes the legal, valid and binding act of the Client
and is enforceable with respect to the Client in accordance with its
terms.
8)
Representations and Warranties of the Consultant are as follows:
(a) The
execution and delivery of this Agreement, and the consummation by Consultant of
the transactions contemplated hereby, will be duly and validly authorized by the
Board of Directors of Consultant which authorization will remain in full force
and effect, and no other corporate proceedings on the part of the Consultant
will be necessary to authorize this Agreement and the transactions contemplated
hereby. This Agreement constitutes the legal, valid and binding act
of the Consultant and is enforceable with respect to the Consultant in
accordance with its terms.
9) All
prior understandings and agreements of the parties relating to the subject
matter hereof have been merged into this Agreement. No
representations or warranties as to the subject matter hereof have been made,
except as expressly set forth herein. No modifications, changes or
alterations of this Agreement shall be binding upon any party hereto unless the
same shall be in writing signed by all of the parties hereto.
10) This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to conflicts of law
principles. Any dispute between or, action or proceeding against any
of the parties hereto under, arising out of or in any manner relating to, this
Agreement and the transactions contemplated herein shall be submitted to and
adjudicated by binding arbitration under the rules of the American Arbitration
Association (“AAA”). Such arbitration shall be in New York, New
York. If there is any litigation regarding the arbitration or
otherwise relating to this and of any federal court located in such State in
connection with any action or proceeding arising out of simultaneously with this
Agreement, or a breach of the Agreement or any such document or
instrument. In any such action or proceeding, each party hereto
waives personal service of any summons, compliant or other process and agrees
that service thereof may be made by mailing to the address of the party
indicated on the signature page hereof. Within 30 days after such
service or such other time as may be mutually agreed upon in writing by the
attorneys for the parties to such action or proceeding, the party so served
shall appear or answer such summons, complaint or other process.
EACH
PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT
OF THIS AGREEMENT OR ANY BREACH OR ALLEGED BREACH HEREOF.
11) If
any paragraph, term or provisions of this Agreement shall be held or determined
to be unenforceable, the balance of this Agreement shall nevertheless continue
in full force and effect unaffected by such holding or
determination.
IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement on the day and year first above
written.
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Waterville
Investment Research, Inc.
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By.
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
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Powersafe
Technology, Inc.
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By.
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/s/
Xxxx X. Xxxxx
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Name:
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Xxxx
X. Xxxxx
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Title:
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President
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