Exhibit 10.17 - Agreement between us and Palisades Financial Ltd.
CONTRACT FOR INVESTMENT BANKING SERVICES
THIS CONTRACT FOR INVESTMENT BANKING SERVICES AGREEMENT ("Agreement") is
made and entered into on this twenty eighth day of January, 2000, by and between
Power Direct, Inc., a Delaware corporation ("Client") and Palisades Financial
Ltd., a British Columbia corporation ("Contractor").
RECITALS
A. Client is in the business of advertising and selling products over the
computer global information network ("Internet").
B. Client and Contractor desire to enter into a relationship whereby
Contractor will provide essential information and contacts for the
Client.
ARTICLE I
TERM OF CONTRACT
1.1 TERM OF CONTRACT.
The term of this Agreement shall be five (5) years from the date set
forth above, unlessterminated earlier.
ARTICLE II
SERVICES TO BE PERFORMED BY CONTRACTOR
SPECIFIC SERVICES.
Contractor agrees to use his or her best efforts to provide essential
information and solicit contacts with individuals and/or companies interested in
providing financial services to the Client.
2.2. METHODS OF PERFORMING SERVICES.
Contractor shall determine the method, details, and means of performing
the services described in Section 2.1 of this Agreement.
2.3 STATUS OF CONTRACTOR.
Contractor is not an employee of Client for any purpose whatsoever, but
is an independent contractor. Client is interested only in the results obtained
by Contractor, who shall have the sole control of the manner and means of
performing under this Agreement. Client shall not have the right to require
Contractor to do anything which would jeopardize the relationship of independent
contractor between Contractor and Client. All expenses and disbursements,
including, but not limited to, those for travel and maintenance, entertainment,
office, clerical, and general expenses, that may be incurred by Contractor in
connection with this Agreement shall be borne wholly and completely by
Contractor, and Client shall not be responsible or liable therefore. Contractor
does not have, nor shall it hold itself out as having, any right, power or
authority to create any contractor obligation, either express or implied, on
behalf of, in the name of,or obligating Client, or to pledge Client's credit, or
to extend creditin Client's name unless Client shall consent thereto in advance
in writing. Client shall have the right to appoint or otherwise
designatesuitable representatives (herein collectively referred to as
"Contractor's Representatives"). Contractor shall be solely responsible for
Contractor's representatives and their acts. Contractor's Representatives shall
be at Contractor's own risk, expense, and supervision, and Contractor's
Representatives shall not have any claim against Client for salaries,
commissions, items of cost, or other form of compensation or reimbursement, and
Contractor represents, warrants, and covenants that Contractor's Representatives
shall be subordinate to Contractor and subject to each and all of the terms,
provisions and conditions applying to Contractor hereunder. Contractor agrees he
or she isnot entitled to the rights or benefits afforded to Client's
employees,including disability or unemployment insurance, workers' compensation,
medical insurance, sick leave, or any other employment benefit.Contractor is
responsible for providing, at his or her own expense, disability, unemployment,
and other insurance, workers' compensation, training, permits and licenses for
himself or herself and for his or her employees and subcontractors.
2.4 PAYMENT OF INCOME TAXES.
Contractor is responsible for paying when due all income taxes,
including estimatedtaxes, incurred as a result of the compensation paid by
Client to Contractor for services under this Agreement. On request, Contractor
will provide Client with proof of timely payment. Contractor agrees to
indemnifyClient for any claims, costs, losses, fees, penalties, interest, or
damages suffered by Client resulting from Contractor's failure to comply with
this provision.
2.5 USE OF EMPLOYEES ORSUBCONTRACTORS.
Contractor may, at Contractor's own expense, use any employees or
subcontractors as Contractor deems necessary to perform the services required of
Contractor by this Agreement. Client may not control, direct or
superviseContractor's employees or subcontractors in the performance of those
services.
ARTICLE III
COMPENSATION
3.1 COMPENSATION.
Three hundred fiftythousand (350,000) shares of the Client's US$0.0001
par value common stock with Rule 144 restrictions.
PAYMENT OF EXPENSES.
Contractor will be responsible for all expenses incurred in performing
services under this Agreement.
ARTICLE IV
OBLIGATIONS OF CONTRACTOR
4.1 MINIMUM AMOUNT OF SERVICE.
Contractor agrees to devote a minimum of one hundred (100) hours per
month to performingthe above-described services.
4.2 NON-EXCLUSIVE RELATIONSHIP.
Contractor may represent, perform services for, and contract with as
many additional clients, persons, or companies as Contractor, in his or her sole
discretion, sees fit.
4.3 TIME AND PLACE OF PERFORMING WORK.
Contractor may perform the services under this Agreement at any suitable
time and location he or she chooses.
4.4 WEB SITE INFORMATION.
Client will supply to Contractor, without cost, from time to time,
reasonable quantities of information and literature on the Web Site and related
activities which Agent, in its sole discretion, determines would be helpful to
Contractor to perform the services under this Agreement.
4.5 WORKERS' COMPENSATION.
Contractor agrees to provide workers' compensation insurance for
Contractor's employees and agents and agrees to hold harmless and indemnify
Client for any and all claims arising out of any injury, disability or deathof
any Contractor's employees or agents.
4.6 CONTRACTOR'S QUALIFICATIONS.
Contractor represents that he or she has the qualifications and skills
necessary to perform the services under this Agreement in a competent,
professional manner, without the advice or direction of Client. This means
Contractor isable to fulfill the requirements of this Agreement. Failure to
perform all the services required under this Agreement constitutes a material
breach of the Agreement. Contractor has complete and sole discretionfor the
manner in which the work under this Agreement will be performed.
ARTICLE V
OBLIGATIONS OF CLIENT
5.1 COOPERATION OF CLIENT.
Client agrees to comply with all reasonable requests of Contractor and
provide access to all documents reasonably necessary to the performance of
Contractor's duties under this Agreement.
PLACE OF WORK.
Contractor agrees that Client is not responsible for furnishing space on
Client's premises for use by Contractor while performing the services under this
Agreement.
ARTICLE VI
TERMINATION OF AGREEMENT
6.1 EXPIRATION OF AGREEMENT.
Unless otherwise terminated as provided in this Agreement, this
Agreement will continue in effect for a period of five (5) years and shall then
terminate unless renewed in writing by both parties.
6.2 TERMINATION ON NOTICE.
Notwithstanding anyother provision of this Agreement, either party may
terminate this Agreement atany time by giving thirty (30) days written notice to
the other party. Unlessotherwise terminated as provided in this Agreement, this
Agreement will continue in force for a period of five (5) years.
6.3 TERMINATION ON OCCURRENCE OF STATED EVENTS.
This Agreement will terminate automatically on the occurrence of any of
the following events:
(a) Bankruptcy or insolvency of either party;
(b) Sale of the business of either party;
(c) Death of Contractor; and/or
(d) Assignment of this Agreement by either party without the consent
of the other party.
6.4 TERMINATION FOR DEFAULT.
If either party defaults in the performance of this Agreement or
materially breaches any of its provisions, the non-breaching party may terminate
this Agreement by giving at least thirty (30) days written notification to the
breaching party. Termination will take effect immediately on receipt of notice
by the breaching party or five (5) days after mailing notice, whichever occurs
first. For the purposes of this Section 6.4, material breach of this Agreement
includes, but is not limited to, the following:
(a) Client's failure to pay Contractor any compensation due within
forty-five (45) days after written demand for payment.
(b) Contractor's failure to complete the services specified in
Section 2.1 of this Agreement.
(c) Contractor's material breach of any warranty, representation or
agreement contained in this Agreement.
ARTICLE VII
NON-DISCLOSURE OF PROPRIETARY INFORMATION;
NON-COMPETITION AND NON-CIRCUMVENTION
7.1 NEW DEVELOPMENTS.
Contractor agrees that all designs, plans, reports, specifications,
drawings, inventions, processes, and other information or items produced by
Contractor while performing services under this Agreement will be assigned to
Client as the sole and exclusive property of Client and Client's assigns,
nominees and successors, as will any copyrights, patents or trademarks obtained
by Contractor while performing services under this Agreement. On request and at
Client's expense, Contractor agrees to help Client obtain patents and copyrights
for any new developments. This includes providing data, plans, specifications,
descriptions, documentation , and other information, as well as assisting Client
in completing any required application or registration.
7.2 NON-DISCLOSURE OF PROPRIETARY AND CONFIDENTIAL INFORMATION BY
CONTRACTOR.
In consideration and recognition of the fact that during the term of
this Agreement, Contractor may have access to Proprietary Information (as used
in this Article VII "Proprietary Information" shall mean and include, without
limitation, any and all marketing and sales data, plans and strategies,
financial projections, Client lists, prospective Client lists, promotional
ideas, data concerning Client's services, designs, methods, inventions,
improvements, discoveries, designs whether or not patentable, "know-how",
training and sales techniques, and any other information of a similar nature
disclosed to Contractor or otherwise made known to Contractor as a consequence
of or through this Agreement during the term hereof. The term Proprietary
Information shall not include any information that (i) at the time of the
disclosure or thereafter is or becomes generally available to and known by the
public, other than as a result of a disclosure by Contractor or any agent or
representative of Contractor in violation of this Agreement, or (ii) was
available to Contractor on a non-confidential basis from a source other than
Client, or any of Client's officers, directors, employees, agents or other
representatives) or other information and data of a secret and proprietary
nature which Client desires to keep confidential, and that Client has furnished,
or during the term will furnish such information to Contractor, Contractor
agrees and acknowledges (as used in this Article VII, Contractor shall mean and
include, Contractor and any subsidiaries, affiliates, related entities,
officers, agents, shareholders, partners, principals and/or employees) that
Client has exclusive proprietary rights to all Proprietary Information, and
Contractor hereby assigns to Client all rights that he or she might otherwise
possess in any Proprietary Information. Except as required in the performance
of Contractor's duties to Client, Contractor will not at any time during or
after the term hereof, directly or indirectly use, communicate, disclose,
disseminate, lecture upon, publish articles or otherwise put in the public
domain, any Proprietary Information relating to Client or Client's services,
products or business. Contractor agrees to deliver to Client any and all copies
of Proprietary Information in the possession or control of Contractor upon the
expiration or termination of this Agreement, or at any other time upon request
by Client. The provisions of this section shall survive the termination of this
Agreement.
7.3 NON-COMPETITION AND NON-CIRCUMVENTION BY CONTRACTOR.
In consideration and recognition of the fact that Contractor has access
to Proprietary Information under the terms and provisions of this Agreement and
that Client will be introducing Contractor to various product manufacturers,
retailers and distributors, Contractor represents, warrants and covenants to
Client as follows:
(a) Contractor shall at no time disclose to any person, without
Client's prior written consent, any of the terms, conditions or
provisions specified in this Agreement unless such disclosure is
lawfully required by any federal governmental agency or is
otherwise required to be disclosed by law or is necessary in any
legal proceeding regarding the subject matter of this Agreement.
(b) During the term of this Agreement, Contractor shall not
circumvent Client for the purpose of transacting any business
with any person or entity which business shall interfere with
any relationship whatsoever between such person or entity and
Client, or use any Proprietary Information to compete with the
business of Client. Contractor shall not solicit any of Client's
employees, independent contractors or agents for employment.
Contractor shall not hire or engage in any way, any enterprise
or person that competes with, or is engaged in a business
substantially similar to, the business of Client.
(c) Contractor shall not for a period of two (2) years immediately
following the termination of this Agreement with Client, either
directly or indirectly (i) make known to any person, firm or
corporation the names or addresses of any of Client's clients or
any other information pertaining to them or Client's products or
services; (ii) call on, solicit, or take away, or attempt to
call on, solicit or take away any of Client's clients either on
Contractor's behalf or that of another person, firm or
corporation.
(d) Contractor shall not, during the term hereof or for a period of
two (2) years following such term, enter into an agreement or
contract directly with any manufacturer, retailer or distributor
introduced to Contractor by Client for any services provided by
Client herein or for any similar services.
(e) Contractor acknowledges and agrees that the representations,
warranties and covenants made by Contractor and set forth in
this section are material and that Client would not enter into
this Agreement without Contractor's making such representations,
warranties and covenants to Client.
(f) Contractor acknowledges and agrees that any breach by Contractor
of the representations, warranties and covenants contained
herein will cause irreparable harm and loss to Client, which
harm and loss cannot be reasonably or adequately compensated in
damages in an action at law. Therefore, Contractor expressly
agrees that, in addition to any other rights or remedies which
Client may possess, Client shall be entitled to injunctive and
other equitable relief to prevent or remedy a breach of the
representations, warranties and covenants made by Contractor
herein.
(g) The terms and provisions of this section shall survive the
termination of this Agreement for a period of two (2) years.
ARTICLE VIII
GENERAL PROVISIONS
8.1 NOTICES.
Unless otherwise provided in this Agreement, any notice required or
permitted by this Agreement to be given to either party shall be deemed to have
been duly given if in writing and delivered personally or mailed by first-class,
registered or certified mail, postage prepaid and addressed as follows:
If to Contractor: Palisades Financial Ltd.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
If to Client: Power Direct, Inc.
0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
8.2 ASSIGNMENT OF CONTRACT.
Contractor shall not assign or otherwise transfer its rights under this
Agreement, without the prior written consent of Client. Any attempt to make such
an assignment without Client's consent shall be void. Client's consent shall not
be reasonably withheld.
8.3 AMENDMENTS.
Contractor and Client agree that this Agreement shall be modified only
by a written agreement duly executed by persons authorized to execute agreements
on their behalf.
8.4 NONWAIVER.
Contractor and Client agree that no failure to exercise, and no delay in
exercising any right, power, or privilege hereunder on the part of either party
shall operate as a waiver of any right, power or privilege. Contractor and
Client further agree that no single or partial exercise of any right, power, or
privilege hereunder shall preclude its further exercise.
8.5 PAYMENT OF MONIES DUE DECEASED CONTRACTOR.
If Contractor dies before completing the services under this Agreement,
any monies due Contractor from Client under this Agreement as of the date of
death will be paid to Contractor's executors, administrators, heirs, personal
representatives, successors and assigns.
8.6 ATTORNEYS' FEES.
If any legal or equitable action is necessary to enforce the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees in addition to any other relief to which that party may be entitled. This
provision shall be construed as applicable to the entire Agreement.
8.7 SEVERABILITY.
If any part of this Agreement is adjudged by any court of competent
jurisdiction to be invalid, that judgment shall not affect or nullify the
remainder of this Agreement, and the effect shall be confined to the part
immediately involved in the controversy adjudged.
8.8 GOVERNING LAW.
This Agreement shall be deemed to have been made in, and shall be
construed pursuant to, the laws of the State of Delaware.
8.9 ENTIRE AGREEMENT.
Client and Contractor acknowledge and agree that this Agreement
including the Exhibits attached hereto, is the complete and exclusive statement
of the mutual understanding of the parties and that it supersedes and cancels
all previous written and oral agreements and communications relating to the
subject matter of this Agreement.
8.10 INDEMNIFICATION.
Contractor shall save Client and its agents, officers, directors,
shareholders, employees, attorneys, successors, predecessors, parent and
subsidiary corporations, affiliates, accountants, representatives, contractors,
and assigns and all persons acting by, through, under or in concert with any of
them, harmless from and against and shall indemnify Client and its agents,
officers, directors, shareholders, employees, attorneys, successors,
predecessors, parent and subsidiary corporations, affiliates, accountants,
representatives, contractors, and assigns and all persons acting by, through,
under or in concert with any of them, for any liability, loss, costs, expenses,
or damages howsoever caused by reason of any injury (whether to body, property,
or personal or business character or reputation) sustained by any person or to
property by reason of any act, neglect, default or omission of Contractor or any
of Contractor's agents, employees, or other representatives, and Contractor
shall pay all amounts to be paid or discharged in case of an action or any such
damages or injuries. If Client or its agents, officers, directors,
shareholders, employees, attorneys, successors, predecessors, parent and
subsidiary corporations, affiliates, accountants, representatives, contractors,
and assigns and all persons acting by, through, under or in concert with any of
them, is sued in any court for damages by reason of any of the acts of
Contractor, Contractor or such other party shall defend the resulting action (or
cause same to be defended) at Contractor's expense and shall pay and discharge
any judgment that may be rendered in any such action; if Contractor fails or
neglects to so defend in such action, Client may defend such action and any
expenses, including reasonable attorneys' fees, which Client may pay or incur in
defending such action and the amount of any judgment which Client may be
required to pay shall be promptly reimbursed by Contractor upon demand by
Client.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed on
the date first written above.
CONTRACTOR CLIENT
Palisades Financial Ltd. Power Direct, Inc.,
a British Columbia corporation a Delaware corporation
By: /s/ May Xxxx Xxx By: /s/ Xxxx Sha
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May Xxxx Xxx Xxxx Sha
Its: President Its: President
By: /s/ Ferdinand Marehard
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Marehard
Its: Secretary
