Consulting Agreement
This is
an agreement dated and effective this ______th day of March 2009 by and between
International Investment Consulting Company S.A. (hereinafter referred to as
The Company), whose
address is 00, xxx Xxxxxxx Xxx, X-0000 Xxxxxxxxxx and Edgewater Foods
International, Inc. (OTCBB: EDWT), whose address is 000 Xxxxxxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxxxx, XX 00000 (hereinafter referred to as The Client).
Recitals
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I.
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The Client desires to
obtain consulting services from The Company as more
particularly described herein (“Scope of Services and Manner of
Performance”).
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II.
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The Company is in the
business of providing such consulting services and has agreed to provide
the services on the terms and conditions set forth in this
agreement.
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Now,
therefore, in consideration of the faithful performance of the obligations set
forth herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, The Company and The Client hereby agree as
follows.
Terms
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1.
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Scope of
Services. The Company will
perform consulting for and on behalf of The Client in relation
to interactions with the press, institutions, broker-dealers, shareholders
and members of the public, subject to the covenants set forth in Section 8
herein, and will consult with The Client on matters
pertaining to public relations, corporate exposure/investor awareness,
business modeling and development and can perform services in Canada and
Europe including:
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A.
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Telephone
marketing/advertising campaigns
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B.
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web
based dissemination of Corporate Profile, business idea and corporate news
to target groups
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C.
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Newspaper
and media interviews
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D.
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Road-show
presentations
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E.
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Investor
conference calls
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Subject
to the covenants set forth in Section 8 herein, it is intended that The Company will distribute
company material to institutions, portfolio managers, broker-dealers, financial
advisors and other persons whom The Company determines in its
sole discretion, are capable of disseminating such information to the general
public. The
Company will also advise The Client concerning
marketing and promotional matters relating to its business. Subject
to the covenants set forth in Section 8 herein, The Company will act upon
The Client’s behalf in
the investment community, with existing shareholders, and the
public. It is expressly agreed and acknowledged that The Company will not be
expected to provide investment advice or recommendations regarding EDWT to
anyone. The
Company will focus on contacting persons, generally through conventional
communications in order to familiarize them with information concerning
EDWT. Additionally, The Company shall be
available for advice and counsel to the officers and directors of EDWT at such
reasonable and convenient times and places as may be mutually agreed
upon. Except as aforesaid, the time, place and manner of performance
of the services hereunder, including the amount of time allocated by The Company, shall be
determined at the sole discretion of The Company.
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2.
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Compensation. As
compensation for The
Company’s services, EDWT shall issue options to purchase common
stock of EDWT exercisable at the following strike prices and vesting
schedule.
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Amount Strike
Price Vesting
Schedule
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50,000
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$ 0.15
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Vests
immediately
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50,000
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$ 0.20
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Vests
immediately
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50,000
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$ 0.25
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Vests
immediately
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50,000
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$ 0.30
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Vests
immediately
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75,000
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$ 0.35
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Vests
immediately
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75,000
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$ 0.40
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Vests
immediately
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75,000
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$ 0.45
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Vests
immediately
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75,000
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$ 0.50
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Vests
immediately
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200,000
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$ 0.55
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Vests
immediately
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200,000
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$ 0.60
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Vests
immediately
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500,000
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$ 0.80
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Vests
immediately
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800,000
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$ 1.00
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Vests
immediately
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1,000,000
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$ 1.20
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Vests
immediately
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EDWT
agrees to grant piggy back registration rights on the underlying share of common
stock for the warrants. The options shall be exerciseable for a
period of three years from the date of vesting.
In the
event of termination of unexercised vested options expire 45 days from
termination.
Upon
execution of this agreement, EDWT shall immediately issue the Company 200,000 restricted
shares of common stock. The full 200,000 shares shall be deemed
earned by the Company
upon issuance, however will vest 50,000 per quarter. EDWT agrees to grant piggy
back registration rights on the shares of common stock. The
filing of the registration statement shall have no bearing on the Vesting Period
requirements hereunder for the shares.
Beginning
120 days from the date of this agreement and the exercise of at least
175,000 of the $.55 options, EDWT will pay $10,000 per month on the first day of
the month to The
Company until the end of the term of the agreement or until the agreement
is otherwise terminated pursuant to Section 12.
If the
Client receives
financing, whether debt, equity or otherwise, from a funding source introduced
to it by the Company in
consultation with the Company, the Company agrees
to pay a Finder’s Fee to the Company as follows: five (5%)
percent of the first $2,000,000, four (4%) of the next $2,000,000three (3%)
percent of the next $2,000,000, two (2%) percent of the next two million and one
(1%) percent of the balance of such financing over $8,000,000, assuming such
financing occurs within twenty four (24) months of the
introduction. Payment of the Finder’s Fee is due and payable at the
time of closing of any such funding transaction.
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3.
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Expenses. EDWT
shall pay all reasonable costs and expenses incurred by The Company, its
officers, employees and agents, in carrying out its duties and obligations
pursuant to the provision of this Agreement, excluding The Company’s general
and administrative expenses and costs, but including and not limited to
the following costs and expenses; provided all costs and expense items in
excess of $100.00 (One Hundred U.S. Dollars) must be approved by the
Company in writing prior to the Company’s
incurrence of the same
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4.
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Status of
Consultant. The Company shall act
as an independent Consultant and not as an agent or employee of The Client and The Company shall make
no representation as an agent or employee of The
Client. The Company shall
furnish insurance and be responsible for all taxes as an independent
Consultant. The Company shall have
no authority to bind The
Client or incur other obligations on behalf of The
Client. Likewise, The Client shall have
no authority to bind or incur obligations on behalf of The
Company.
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5.
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Sub
Contractors. The Company shall hire
sub contractors to assist in the completion of the performance of this
agreement. The
Company shall be responsible for all payments to any sub
contractors. The Company will
provide a written list of sub contractors in advance of any hiring for
Client
approval. An initial list of sub contractors is indicated in
Schedule A
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6.
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Disclosure of Material
Events. The Client agrees to
promptly disclose to The
Company those events/discoveries which are known and/or anticipated
that may or conceivably may have an impact on the stock, business
operations, future business, or public perception of EDWT, as this has
material impact on the ability and effectiveness of The Company and service
rendered. It shall be understood that excluded from this
disclosure shall be information deemed to be non-public or “inside”
information.
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7.
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Confidentiality
Agreement. In the event The Client discloses
information to The
Company that The
Client considers to be secret, proprietary or non-public and so
notifies The Company,
The Company agrees to hold said information in
confidence. Proprietary information shall be used by The Company only in
connection with services rendered under this
Agreement. Proprietary information shall not be deemed to
include information that a) is in or becomes in the public domain without
violation of this Agreement by The Client, or b) is
rightfully received from a third entity having no obligation to The Client and without
violation of the Agreement. In reciprocal, The Client agrees to
hold confidential all trade secrets of and methods employed by The Company in
fulfillment of services rendered.
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8.
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Indemnification. The Client agrees to
indemnify and hold harmless The Company against any
losses, claims, damages, liabilities and/or expenses (including any legal
or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) to which The Company may become
subject, because of the actions of The Client or its
agents. Likewise, The Company agrees to
indemnify and hold harmless The Client against any
losses, claims, damages, liabilities and/or expenses (including any legal
or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) to which The Client may become
subject, because of the actions of The Company or its
agents (including the subcontractors listed on Schedule A, as amended from
time to time). The Company is willing
and capable of providing services of a “Best Efforts”
basis. Payment by The Client to The Company is
irrevocable and irreversible.
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9.
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The
Company’s
Responsibilities, Representations and Warranties. The Company agrees that
it will only communicate regarding The Client to licensed
brokerage professionals and will not engage in any solicitation of the
public with regard to The Client or its
securities. Notwithstanding the foregoing, The Company may provide
approved information regarding The Client (i) in
response to unsolicited inquiries by The Client’s
shareholders; (ii) to valid trade and industry publications, newspapers
and periodicals; and (iii) otherwise engage in communications which are
normal and customary for an investor relations firm and which do not
involve solicitation of investors in connection with its role as an
investor relations firm for The
Client. The Company further
agrees that it will only disclose information specifically provided to it
by The Client
regarding The
Client for dissemination and will keep confidential any information
marked as such by The
Client. The Company agrees that
it will not make any undisclosed payments to brokers or others and will
generally act within the letter and the spirit of U.S. securities laws,
rules and regulations at all times.
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Neither The
Company nor any of its
principals is subject to any sanction or restriction imposed by the SEC, FINRA,
any state securities commission or department, or any other regulatory or
governmental body or agency, which would prohibit, limit or curtail The
Company’s execution of
this Agreement or the performance of its obligations
hereunder. Likewise, neither The Company nor any of its
principals is aware of any action or contemplated action by any regulatory or
governmental body or agency that may in the future limit or curtail The
Company’s execution of
this Agreement or the performance of its obligations
hereunder.
The Company shall provide a
detailed written report regarding its activities to The Client on a quarterly
basis. Such written report shall contain a written affirmation from
The Company that it is
in compliance with the terms of this Agreement on the date of such
report.
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10.
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Conflict of
Interest. The
Company shall be free to perform services for other
persons. The
Company will notify The Client of its
performance of consulting services for any other Client that could
conflict with its obligations under this
agreement.
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11.
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Severability. This
agreement may be dissolved at any time at the express consent of both
parties subject to Section 12. In the event any part of this
agreement shall be held to be invalid by any competent court or
arbitration panel, this agreement shall be interpreted as if only that
part is invalid and that the parties to this agreement will continue to
execute the rest of this agreement to the best of their abilities unless
both parties mutually consent to the dissolution of this
agreement.
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This
agreement shall be interpreted in accordance with the laws of the State of New
York. This agreement and attached schedules constitutes the entire
contract of the parties with respect to the matters addressed herein and no
modifications of this agreement shall be enforceable unless in writing signed by
both The Company and
The
Client. This agreement is not assignable by either party
without the consent of the other.
In
witness whereof The
Company and The
Client have caused this agreement to be executed on the
date.
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12.
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Term. The
term of this agreement is twenty four months. Either party hereto
may terminate this engagement as
follows:
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Either
party hereto may terminate this agreement at the conclusion of initial three
months from the execution date of the agreement by providing the other party a
30-day written notification.
Edgewater
Foods International, Inc..
Authorized
person x__________________________ Title__________________
Date________
I hereby
certify that I agree to the terms of the contract above and am authorized to
enter into a binding contract.
Xxxx
Capital
Authorized
person x__________________________ Title__________________
Date________
I hereby
certify that I agree to the terms of the contract above and am authorized to
enter into a binding contract.
