PUBLIC RELATIONS AGREEMENT
THIS PUBLIC RELATIONS AGREEMENT (the "Agreement") is made and entered
into effective the 31st day of January, 2004 by and between PMR and Associates,
LLC, a Colorado corporation (the "Consultant"), whose principal place of
business is 0000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxxxx, Xxxxxxxxxx, 00000
and Eternal Technologies Group, Inc. corporation (together with its
subsidiaries, the "Client"), whose principal place of business is A 2806
Xxxxxxxx Xxxxx, 000 Xxxxxxx Xxxx, Xxxxxxx 000000, Xxxxx.
WHEREAS, Consultant is in the business of providing services to public
companies relating to disseminating information to shareholders, investors,
potential investors and public relations ("Services"); and
WHEREAS, the Client deems it to be in its best interest to retain
Consultant to render to the Client such services as may be needed; and
WHEREAS, Consultant is ready, willing and able to render such
consulting and advisory services to Client. NOW THEREFORE, in
consideration of the mutual promises and covenants set forth in this
Agreement, the receipt and sufficiency of which are hereby acknowledged
the parties hereto agree as follows:
1. Consulting Services. The Client hereby retains the Consultant
as an independent consultant to
the Client to provide the Services and the Consultant hereby accepts and agrees
to such retention. The Services to be provided by the Consultant include but are
not limited to the creation and dissemination of public relations materials to
publicize news and information about the Client which would be of interest to
shareholders, broker-dealer, the investment community and current and potential
investors.
The Services include, but are not limited to:
(a) Assistance in the creation of an investor relations package.
(b) Respond to all investor inquiries to the Client.
(c) Assistance in the creation of investor relations web site.
(d) Introduction of the Company to qualified investment entities including
brokers, institutional investors, analysts, market makers, investment forums and
investment newsletters.
(e) Assistance in the drafting and dissemination of press releases through
appropriate wire services.
(f) Track competitive environment and provide management with reports
involving business trends in the industry sector.
(g) Assistance to management in the creation of internal investor relations
department and coordination of investor relations activities within the various
divisions of the Company.
(h) Advise management on the role of investor relations within public
companies and how to integrate investor relations strategies into the day to day
operations of the Company.
It is acknowledged and agreed by the Client that Consultant is not
rendering legal advice or performing accounting services, nor acting as an
investment advisor or broker/dealer within the meaning of the applicable state
and federal securities laws.
2. Independent Contractor. Consultant agrees to perform its consulting
duties hereto as an independent contractor. Nothing contained herein shall be
considered to as creating an employer-employee relationship between the parties
to this Agreement. The Client shall not make social security, worker's
compensation or unemployment insurance payments on behalf of Consultant. The
parties hereto acknowledge and agree that Consultant cannot guarantee the
results or effectiveness of any of the services rendered or to be rendered by
Consultant. Rather, Consultant shall conduct its operations and provide its
services in a professional manner and in accordance with good industry practice.
3. Time, Place and Manner of Performance. The Consultant shall be
available for advice and counsel to the officers and directors of the Client as
such reasonable and convenient times and places as may be mutually agreed upon.
4. Term of Agreement. The term of this Agreement shall be six (6)
months, commencing January 31, 2004, subject to prior termination as hereinafter
provided. Client may extend the term of this Agreement on the same terms and
conditions for two additional periods of three calendar months each. Notice of
such extension must be given prior to ten days preceding the first day of a
renewal period.
5. Compensation. (a) In providing the foregoing services, Consultant shall
be responsible for all costs incurred except that the Client will be responsible
for mailing out responses to due diligence requests. Client shall pay Consultant
for the services hereunder the equivalent of $90,000 in shares subject to Rule
144.
6. Consultant Representations.
(a) Consultant will comply with all federal and state
regulatory and exchange disclosure requirements relating to compensation
received by Consultant. Consultant must include an appropriate legend on all
distributed material describing the compensation received and receivable by
Consultant from Client. Consultant will fully disclose on all distributable
material any interest it has in Client. Consultant represents and warrants that
it will not violate any state or federal laws in connection with its work for
the Client under this Agreement. Consultant will not violate any federal or
state laws relating to delivery of unsolicited information by any means
including, but not limited to fax, email, mail or telephonically.
(b) The Consultant has been furnished with or has obtained
from the XXXXX Website of the Securities and Exchange Commission all filings
made by the Client with the Commission available at the XXXXX website
(hereinafter referred to collectively as the "Reports"). In addition, the
Consultant has received from the Client such other information concerning its
operations, financial condition and other matters as the Consultant has
requested in writing, and considered all factors the Consultant deems material
in deciding on the advisability of accepting the Common Stock as compensation.
(c) The Consultant is an "accredited investor", as such term
is defined in Regulation D promulgated by the Commission under the Securities
Act of 1933, as amended (the "1933 Act"), is experienced in investments and
business matters, has made investments of a speculative nature and has purchased
securities of United States publicly-owned companies in private placements in
the past and, with its representatives, has such knowledge and experience in
financial, tax and other business matters as to enable the Consultant to utilize
the information made available by the Client to evaluate the merits and risks of
and to make an informed investment decision with respect to the Common Stock,
which represents a speculative investment. The Consultant has the authority and
is duly and legally qualified to purchase and own the Common Stock. The
Consultant is able to bear the risk of such investment for an indefinite period
and to afford a complete loss thereof. The issuance of the Common Stock to the
Consultant as contemplated in this Agreement complies with or is exempt from the
applicable securities legislation of the jurisdiction of the residence of the
Consultant.
(d) The Consultant is neither a registered broker-dealer nor an
affiliate of a registered broker-dealer.
7. Termination.
(a) Consultant's relationship with Client hereunder may be
terminated for any reason whatsoever, at any time, by Consultant upon sixty (60)
days prior written notice, and by Client upon two (2) days prior written notice.
Compensation will not be payable for any period after cancellation of this
Agreement except that Consultant may retain all compensation received prior to
cancellation by Client.
(b) This Agreement shall automatically terminate upon the
dissolution, bankruptcy or insolvency of the Client or Consultant.
(c) This Agreement may be terminated by either party upon
giving written notice to the other party if the other party is in default
hereunder and such default is not cured within fifteen (15) days of receipt of
written notice of such default.
(d) Consultant and Client shall have the right and discretion
to terminate this Agreement should the other party in performing its duties
hereunder, violate any law, ordinance, permit or regulation of any governmental
entity.
(e) In the event of any termination hereunder, Client shall be
responsible to make payments due to the Consultant hereunder, only through the
date of the termination.
8. Work Product. It is agreed that all information and materials
produced for the Client shall be the property of the Client, free and clear of
all claims thereto by the Consultant, and the Consultant shall retain no claim
of authorship therein.
9. Confidentiality. The Consultant recognizes and acknowledges that it
has and will have access to certain confidential information of the Client and
its affiliates that are valuable, special and unique assets and property of the
Client and such affiliates. The Consultant will not, during the term of this
Agreement, disclose, without the prior written consent or authorization of the
Client, any of such information to any person, for any reason or purpose
whatsoever. In this regard, the Consultant agrees that such authorization or
consent to disclose, if given, may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision of statute, rule,
regulation or procedure under which the confidentiality of the information is
maintained in the hands of the person to whom the information is to be disclosed
or in compliance with the terms of a judicial order or administrative process.
10. Conflict of Interest. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Client of its
performance of consultant services for any other person, which could conflict
with its obligations under the Agreement. Upon receiving such notice, the Client
may terminate this Agreement or consent to the Consultant's outside consulting
activities; failure to terminate, this Agreement within seven (7) business days
of receipt of written notice of conflict shall constitute the Client's ongoing
consent to the Consultant's other consulting services.
11. Indemnification.
(a) The Client shall protect, defend, indemnify and hold
Consultant and its assigns and attorneys, accountants, employees, officers and
directors harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs and expenses
(including reasonable attorneys' fees) of every kind and character resulting
from, relating to or arising out of (i) the inaccuracy, non-fulfillment or
breach of any representation, warranty, covenant or agreement made by the Client
herein, or (ii) negligent or willful misconduct, occurring during the term
thereof with respect to any of the decisions made by the Client, or (iii) a
violation of state or federal laws by Client.
(b) The Consultant shall protect, defend, indemnify and hold
Client and its assigns and attorneys, accountants, employees, officers and
directors harmless from and against all losses, liabilities, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs and expenses
(including reasonable attorneys' fees) of every kind and character resulting
from, relating to or arising out of (i) the inaccuracy, non-fulfillment or
breach of any representation, warranty, covenant or agreement made by the
Consultant herein, or (ii) negligent or willful misconduct, occurring during the
term thereof with respect to any of the decisions made by the Consultant, or
(iii) a violation of state or federal laws by Consultant.
12. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: if to Consultant: PMR and Associates, LLC, 0000 Xxxxx
Xx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxxxx X. Xxxx,
President, telecopier number: ____________; and if to Eternal Technologies,
Group, Inc. to Xxxx Xxxxxxxxx, Esq. Client:_____telecopier number: 000-000-0000.
13. Waiver of Breach. Any waiver by either party or a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by any party.
14. Assignment. This Agreement and the rights and obligations of the
Consultant hereunder shall not be assignable without the written consent of the
Client. Consultant may use third parties to provide services hereunder, provided
written approval is first obtained from Client. Such written approval may not be
requested unless and until Consultant provides Client a written agreement signed
by such proposed third party in favor of Client wherein such third party agrees,
as to itself, to be bound by Sections 2, 6(a), 8, 9, 11(b), 13, 14, and 15.
Under no circumstances will Client be obligated to make any payment to or
provide indemnification to such third party. Consultant shall not be relieved
from any of its obligations hereunder regardless of whether services are
provided by a third party and Consultant shall be responsible for all services
provided by a third party as if such services were provided directly by
Consultant.
15. Applicable Law. This Agreement shall be deemed to have been entered
into in the State of New York. It is the intention of the parties hereto that
this Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and pursuant to
the laws of the State of Texas and that in any action, special proceeding or
other proceedings that may be brought arising out of, in connection with or by
reason of this Agreement, the law of the State of Texas shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction on which any action or special proceeding may be instituted.
Both parties irrevocably consent to the exclusive jurisdiction of the state and
federal courts located in Houston, Xxxxxx County, Texas.
16. Severability. All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any
competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
17. Entire Agreement. This Agreement constitutes and embodies the
entire understanding and agreement of the parties and supersedes and replaces
all other or prior understandings, agreements and negotiations between the
parties.
18. Waiver and Modification. Any waiver, alteration, or modification of
any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, may waive any of its rights
hereunder without affecting a waiver with respect to any subsequent occurrences
or transactions hereof.
19. Counterparts and Facsimile Signature. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement.
PMR AND ASSOCIATES, LLC
By:____________________________________
Name: Xxxxxxx X. Xxxx
Title: President
Client: Eternal Technologies Group, Inc.
By:/S/ Xx XxXxx
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Name: Xx XxXxx, Chairman
