Exhibit 10.12
CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 25th day of April, 2001, between Pacific WebWorks,
Inc. (hereinafter referred to as "Corporation"), and Columbia Financial Group,
Inc. (hereinafter referred to as "Consultant"), (collectively referred to as
the "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting Parties
shall be for a period of twelve (12) months commencing on the date first
appearing above. This Agreement may be terminated by either parties only in
accordance with the terms and conditions set forth in Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relations" dealings with NASD broker/dealers and the
investing public. (At no time shall the Consultant provide services which
would require Consultant to be registered and licensed with any federal or
state regulatory body or self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited to the
following:
(a) Aiding the Corporation in developing a marketing plan
directed at informing the investing public as to the
business of the Corporation; and
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the marketing
campaign as set forth in (1) above; and
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(c) Advise the Corporation and provide assistance in dealing
with institutional investors as it pertains to the
Corporation's offerings of its securities; and
(d) Aid and assist the Corporation in the Corporation's
efforts to secure "market makers" which will trade the
Corporation's stock to the public by providing such
information as may be required; and
(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's
securities; and
(f) Aid and assist the Corporation in creating an
"institutional site program" to provide ongoing and
continuous information to fund managers; and
(g) Aid and consult with the Corporation in the preparation
and dissemination of press releases and news
announcements; and
(h) Aid and consult with the Corporation in the preparation
and dissemination of all "due diligence" packages
requested by and furnished to NASD registered
broker/dealers, the investing public, and/or other
institutional and/or fund mangers requesting such
information from the Corporation; and
(i) At the Corporation's direction, work with the
Corporations's Public Relations firm to Jointly support
the Corporation's overall public relations program.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation shall, on behalf of the Consultant cause to be
vested at the time of execution of this Agreement 25% of the warrants as set
forth in A)& B) below and shall cause an additional 25% of such warrants to
vest on July 1, 2001. The balance of the warrants, or an additional 50% of
the amounts set forth in A) & B) below, shall vest on November 1, 2001 if no
termination of this Agreement has taken place prior to that date. If a notice
of termination, as described in Section 8 Termination, has been issued by
either party then a pro rata number of the warrants to be vested in the final
50% amount shall be vested through the date of termination. At the option of
the Corporation vesting on all or any part of the warrants may be accelerated.
All warrants vested shall have a term of (5) years and all shares underlying
said warrants will be included in the next registration statement filed by the
Corporation. The warrants shall be issued at the following exercise price:
a) 500,000 warrants at $.50 a share
b) 500,000 warrants at $.75 a share
(Collectively referred to as "compensation")
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Compliance
4. At the time consultants give notice to the Company or execution of
the stock and Warrants referred to in #3, Compensation above, common shares
underlying the stock and warrants, delivered by Corporation to Consultant
will, at that particular time be fee trading, or if not, the shares shall be
incorporated in the next registration statement filed by the Corporation. The
warrants shall have "piggy back" registration rights and will, at the expense
of the Corporation, be included in said registration.
Representation of Corporation
5. (a). The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that to the best knowledge of the Officers
and Directors of the Corporation, all statements, either written or oral, made
by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. Consultant acknowledges that estimates of
performance made by Corporation are based upon the best information available
to Corporation officers at the time of said estimates of performance. The
Corporation acknowledges that the information it delivers to the Consultant
will be used by the Consultant in preparing materials regarding the Company's
business, including but not necessarily limited to, its financial condition,
for dissemination to the public. Therefore, in accordance with Paragraph 6,
below, the Corporation shall hold harmless the Consultant from any and all
errors, omissions, misstatements, except those made in a negligent or
intentionally misleading manner in connection with all information furnished
by Corporation to Consultant.
(b). Consultant shall agree to release information only with written
or verbal approval of the company.
6. Pacific WebWorks, Inc.
1. Authorized: 50 million shares
2. Issued: 18.3 million shares
3. Outstanding: 18.3 million shares
4. Free trading (float): 10 million shares (approx.)
5. Shares subject to Rule 144 restrictions: 4 million shares
(approx.)
Limited Liability
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, for any acts or omissions in the performance of services
on the part of the Consultant, except when said acts or omissions of the
Consultant are due to its willful misconduct or culpable negligence.
Termination
8. After July 1, 2001 this Agreement may be terminated by either party
upon the giving of not less than thirty (30) days written notice, delivered to
the parties at such address or addresses as set forth in Paragraph 9, below.
In the event of termination final compensation shall be treated as outlined in
Section 3, Compensation.
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Notices
9. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
Xxxxxxx X. Rieu Xxx X. Xxxx
Columbia Financial Group, Inc. Pacific WebWorks, Inc.
0000 Xxxx Xxxx, Xxx. 000 0000 Xxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000 Xxxx Xxxx Xxxx, XX 00000
Attorney's Fees
In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the Parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorney's
fees expenses and suit costs, including those associated within the appellate
or post judgement collections proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the Parties hereto agree that such controversy
shall be submitted to arbitration, in conformity with the Federal Arbitration
Act (Section 9 U.S. Code Section 901 et seq), and shall be conducted in
accordance with the Rules of the American Arbitration Association. Any
judgment rendered as a result of the arbitration of any dispute herein, shall
upon being rendered by the arbitrators be submitted to a Court of competent
jurisdiction with the state of Maryland, if initiated by Consultant, or in the
state of Utah if initiated by the Corporation.
Governing Law
11. This Agreement shall be construed under and in accordance with the
laws of the State of Utah, and all parties hereby consent to Utah as the
proper jurisdiction for said proceeding provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrators,
legal representatives, successors, and assigns when permitted by this
Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or unenforceability
shall not affect any other provision, and this Agreement shall be construed as
if the invalid, illegal, or unenforceable provision had never been contained
in it.
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Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties. Further, this Agreement may only be
modified or changed by written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. Further, this Agreement may be signed by the parties and
copies hereof delivered to each party by way of facsimile transmission, and
such facsimile copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and
costs approved in writing prior by the Corporation or its agents to commitment
that are unrelated to the agreement made between the Parties.
Headings
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of
this Agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
/s/ Xxxxxxx J Rieu
BY: ________________________________
Xxxxxxx X. Rieu, President
Columbia Financial Group, Inc.
/s/ Xxxxxxx X. Xxxx
BY: ________________________________
Xxxxxxx X. Xxxx, Chief Executive
Officer Pacific WebWorks, Inc.
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