CLIENT SERVICE AGREEMENT
THIS AGREEEMENT is made and entered into this 1st day of July, 1998, between
DOMINION CAPITAL SECURITIES, INC., located at 0000 Xxxx Xxxxxxx Xxxxx, Xxxxx
#000, Xxxxxxxxxx, XX 00000 hereinafter referred to as ("DCS") and SOLPOWER
CORPORATION, located at 0000 Xxxx. Xxxxxxx Xxxxx, Xxxxx #000, Xxxxxxxxxx, XX
00000, hereinafter referred to as (the "Company").
WITNESSETH:
WHEREAS, DCS is a public relations company and direct marketing advertising firm
specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the Company is publicly held with its common stock trading on one or
more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the Company desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, brokerage
houses, and
WHEREAS, DCS is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained it is
agreed that:
1. ENGAGEMENT: the Company hereby engages DCS to publicize the Company to
brokers, prospective investors and shareholders described in Section 2
of this Agreement, and subject to the further provisions of this
Agreement. DCS hereby accepts the Company as a client and agrees to
publicize it as described in Section 2 of this Agreement, but subject
to the further provisions of this Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(a) DCS will review and analyze all aspects of the Company's goals
and make recommendations on feasibility and achievement of
desired goals.
(b) DCS will review all of the general information and recent
filings from the Company and produce and mail a minimum 1,000
piece to a maximum 10,000 piece direct mail package to include
a self mailer and an ample number of corporate profiles so as
to allow for one profile for each respondent to the original
mailing. Profiles will be prepared in brokerage style format,
both items to be approved by the Company prior to circulation.
(c) DCS will provide through their network, firms and brokers
interested in participating and schedule and conduct the
necessary due diligence and obtain the required approvals
necessary for those firms to participate. DCS will also
interview and make determinations on any firms or brokers
referred by the Company with regard to their participation.
(d) DCS will be available to the Company to field any calls from
firms and brokers inquiring about the Company.
(e) DCS will use its best efforts to obtain the Company exposure
on radio programming, in independent financial newsletters,
and through on-line fax and Internet broadcast services.
(f) DCS will promote the Company on the Worldwide Internet via
DCS's home web site. Further DCS shall create banner ads for
placement on financial web sites with hyperlinks back to the
Company's feature page on DCS's home web site. The banner ads
shall run until such time as approximately 500,000 impressions
have been achieved.
(g) DCS shall write, produce and assist the Company in releasing
all press announcements. The Company shall be solely
responsible for paying all fees associated with the actual
release(s) through Business Wire, P.R. Newswire, or any other
comparable news dissemination source.
(h) DCS will obtain expressed written approval from the Company on
all material produced by DCS prior to disseminating the
information to the public.
3. TERM: Services to be performed under this Agreement shall commence upon
execution of this Agreement and shall continue until completion, which is
expected to occur within six months. This Agreement shall automatically renew
for successive six (6) month periods, on terms and conditions to be agreed upon
between the parties from time to time, subject to termination by either party on
thirty (30) days written notice and section 7 of this Agreement.
4. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by DCS, the Company agrees to pay compensation to DCS as follows:
(a) $275,000 payable as follows: $125,000 in cash and 50,000 free
trading shares. Cash and shares are due upon execution of this
Agreement.
(b) An Option to purchase 100,000 free trading shares valued at
$3.00 per share. The term of the option shall expire 24 months
from the day this Agreement is executed.
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5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents and
warrants to DCS each such representation and warranty being deemed to be
material that:
(a) The Company will co-operate fully and timely with DCS to
enable DCS 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 DCS a complete due
diligence package to include 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 DCS a list of names and
addresses of all shareholders of the Company of whom it is
aware;
(f) The Company will promptly deliver to DCS a list of brokers and
market makers of the Company's securities which have been
following the Company;
(g) DCS will rely on such information to be supplied by the
Company. All such information supplied by the Company 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 DCS to enhance timely
distribution of the materials and will inform DCS of any
inaccuracies contained therein prior to the projected
publication date.
6. DISCLAIMER BY DCS: DCS WILL BE THE PREPARER OF CERTAIN PROMOTIONAL MATERIALS.
DCS 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.
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7. EARLY TERMINATION: If the Company fails to cooperate with DCS or fails to
make timely payment of the compensation set forth in section 4 of this Agreement
DCS shall have the right to terminate any further performance under this
Agreement. In such event all compensation shall become immediately due and
payable and/or deliverable, and DCS shall be entitled to receive and retain the
same as liquidated damages, and not as a penalty, in lieu of all other remedies,
the parties acknowledging and agreeing that it would be too difficult currently
to determine the exact extent of DCS's damage, but that the receipt and
retention of such compensation is a reasonable present estimate of such damage.
8. LIMITATION OF DCS LIABILITY: If DCS fails to perform its services hereunder,
its entire liability to the Company shall not exceed the lessor of (a) the
amount of cash compensation DCS has received from the Company under section 4 of
this Agreement or (b) the actual damage to the Company as a result of such
non-performance. IN NO EVENT WILL DCS BE LIABLE FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY AN PERSON OR
ENTITIY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, UNLESS SUCH
DAMAGES RESULT FROM THE USE, BY DCS, OF INFORMATION NOT AUTHORIZED BY THE
COMPANY.
9. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to
be produced by DCS in connection with the contract and other services to be
rendered under this Agreement shall be and remain the sole and exclusive
property of DCS, except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request, one
hundred (100) copies of all such materials.
10. CONFIDENTIALITY: Until such time as the same may become publicly known, DCS
agrees that any confidential material 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. DCS will, however, require Confidentiality Agreements from its own employees
and from contractors DCS reasonably believes will come in contact with
confidential material.
11. 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.
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Notices shall be addressed to DCS at:
Suite #202, 0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
and to the Company at:
0000 Xxxx Xxxxxxx Xxxxx #000
Xxxxxxxxxx, XX 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.
12. 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.
13. ARBITRATION: Any controversy or claim arising out of or relating to this
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 arbitrator(s) may be entered in any
court having jurisdiction thereof.
(g) MISCELLANEOUS:
(a) EFFECTIVE DATE OF REPRENSATIONS: Shall be no later than the
date DCS is prepared to distribute letters and/or brochures
pursuant to this Agreement.
(b) GOVERNING LAW: This Agreement shall be governed by and
interpreted under the laws of the State of Arizona where DCS
has been organized and this Agreement has been accepted by
DCS.
(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.
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Executed as a sealed instrument as of the last day and year shown hereunder.
CONFIRMED AND AGREED ON THE 1ST DAY OF JULY, 1998.
DOMINION CAPITAL SECURITIES, INC.
By:
---------------------------------
A.S.O.
SOLPOWER CORPORATION
By:
---------------------------------
President & CEO
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