EXHIBIT 4
CLIENT SERVICE AGREEMENT
THIS MARKETING AGREEMENT is made by and between THE INVESTOR COMMUNICATION
GROUP, INC., a GEORGIA corporation, hereinafter sometimes referred to as (ICG or
Party) and CORONADO INDUSTRIES INC., a Nevada Corporation, hereinafter sometimes
referred to as (the Company or the Client; or CDIK or Party).
WITNESSETH:
WHEREAS, ICG is a financial public rotations and direct marketing advertising
and consulting firm, 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 intentions
of making its name and business better known to its shareholders, investors, and
brokerage houses, and NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed:
A. ENGAGEMENT: The Company hereby engages ICG to publicize the Company to
brokers, prospective investors and shareholders described in Section B of this
agreement, and subject to the further provisions of this agreement. ICG hereby
accepts the Company as a client and agrees to publicize it as described in
Section B of this agreement, but subject to the future provisions of this
agreement.
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CLIENT 1. ICG
B. SERVICE PROGRAM: Consists of the following components:
1. ICG will review and analyze all aspects of the company's goals,
including any proposed acquisitions, and make recommendations on feasibility and
achievement of desired goals.
2. ICG will review all of the general information and recent filings from
the Company and produce a 4-page, 2-color informative Corporate Overview about
the Company. 100 Will conduct & 65,000 piece direct mailing of the Corporate
Overview and an equal number of response cards, malted in increments of 15,000
in the first month and 10,000 in months 2-6. The Corporate Overviews will be
prepared in brokerage style format and will be submitted to the Company far
approval prior to printing and mailing.
3. ICG will distribute a Corporate Overview to each current shareholder of
the Company's common stock along with a letter highlighting our investor
relations campaign.
4. ICG will provide through their network, firms and brokers interested in
participating and schedule and conduct the necessary duo diligence and obtain
the required approvals necessary for those firms to participate. ICG will also
interview and make determinations on any firms or brokers referred by the
Company with regard to their participation.
5. ICG will be available to the Company to respond to all inquiries
received from firms and brokers inquiring about to Company.
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CLIENT 2. ICG
6. ICG will use its best efforts to obtain the Company exposure on national
and regional financial radio programming. in independent financial newsletters,
and various other financial related publications and media.
7. ICG will produce a Corporate Communications and Disclosure Policy for
the Company.
8. ICG will produce a Peer Group Analysis. identifying potential
institutional investors.
9. ICG will write and place up to 5 Corporate Announcements in Investors
Daily Newspaper, highlighting the Company's business.
10. ICG will write and produce a press release announcing our engagement.
Company shall be solely responsible for paying all fees associated wit all
actual release(s) through Business Wire, PR.. Newswire, or any other comparable
news dissemination source.
11. ICG may. at its own discretion, and with approval of the Client, at its
own expense pay for special reports that can be published in various financial
trade publications for both public relations and lead generating purposes.
C. TIME OF PERFORMANCE: Services to be performed under this agreement shall
commence upon' the execution o(this agreement and shall continue until
completion, which generally is expected to occur within six months.
D. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by ICG. the Company agrees to pay compensation. to ICG as follows:
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CLIENT 3. ICG
1. $120,000, payable in cash or free trading shares of the Company's Common
Stock based on the closing bid price on the day before the execution of this
agreement. Cash or free trading shares are due upon execution of this agreement.
Should the value of shares be less than $120,000 upon the delivery of said
shares to ICG, Client agrees to issue additional free trading shares or cash to
compensate the difference within 30 business days. ICG may transfer the Common
Stock issued to it to its officers, directors and employees: however, ICG will
not transfer the Common Stack issued to it except in sales through licensed NASD
members at prices no less than the highest bid price at the time of the sale and
ICG will require of its officers, directors and employees. Further, ICG, its
officers and employees will not use any of the Common Stock issued to it. or
allow a brokerage firm to use any of' the Common Stock issued to it, to sell the
Company's stock "short" or to `short the Company's stock against the box."
2. If during the term of this agreement the price of Client's common stack
trades at the price of $4.00 or higher, the Client shall issue warrants to EGG
allowing ICG, or its officers, directors or employee assignees to purchase
100,000 shares of Client's common stock at $4.00 per share. These warrants may
be exercised for a period of two years from the date of actual physical issuance
of the warrants. Client shall issue warrants within S days after the shares
trade at $4.00 or higher.
E. REPRESENTATIONS AND WARRANTIES OF COMPANY: The Company represents and
warrants to ICG, each such representation and warranty being deemed to be
material that:
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CLIENT 4. ICG
1. The Company will cooperate ful1y and timely with ICG to enable ICG to
perform its obligations under this agreement.
2. The execution end 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.
3. 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.
4. The Company will promptly deliver to ICG a complete due diligence
package to include the latest lOK, latest 10Q, last six months press releases,
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
5. The Company will promptly deliver to ICG a list of names and addresses
of all shareholders of the Company which it is aware.
6. The Company will promptly deliver to ICG a list of brokers and market
makers of the Company's securities which have been following the Company.
7. The Company will act diligently and promptly in reviewing materials
submitted to it by ICG to enhance timely distribution of the materials and will
inform ICG of any inaccuracies contained therein prior to the projected
publication date.
8. The Company represents that all information included in the information
package furnished to ICG shall disclose all material facts and not omit any
facts necessary to make statements made on behalf of the Company not misleading.
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CLIENT 5. ICG
F. FURNISHING OF INFORMATION BY CLIENT: The Company agrees to update the
information package on a continuous basis, The Company understands that the sole
purpose of the information package is for Investor Relations, ICG is not
obligated to assess the financial responsibility of the Company. ICG may rely on
and assume the accuracy of the information submitted to them by the Company.
G. COVENANTS OF THE COMPANY: The Company covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and regulations
and will not be submitted in connection with improper or illegal act or deed.
H. CLIENT RESPONSIBLE FOR INFORMATION PROVIDED TO ICG: Company assumes and
claims all responsibility and liability for the content of all information
disseminated on behalf of the Company which have been approved by the Company.
The Company shall indemnity and hold ICG, Its subsidiaries, officers and
employees harmless from and against all demands, claims or liability arising for
any reason due to the content of information disseminated on behalf of the
Company. This indemnity shall include any cost incurred by ICG including, but
not limited to, legal fees and expenses incurred both in administrative
proceedings at trial and appellate levels, in settlement of claims. and payment
of any judgment against ICG.
In order for the indemnity provisions of this paragraph to bind Client ICG
must within ten (10) business days of receipt notify Client in writing of any
demands, claims or liability for
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CLIENT 6. ICG
which ICG claims Client is responsible and Client shall be entitled, but shall
not be obligated, to assume and/or control defense and/or settlement of any
action, demand, claim or liability. Client shall not be required to indemnify
ICG for ICG's own negligent or intentional acts or omissions.
I. ASSIGNMENT AND DELEGATION: Neither Party may assign any rights or delegate
any duties hereunder without the Party's express written consent.
J. EARLY TERMINATION: If the Company fails to cooperate with ICG, at fails to
make timely payment of the compensation set forth in Section D of this agreement
ICG shall have the right to terminate any further performance wider this
agreement. In such event all compensation shall become immediately due and
payable and/or deliverable, and ICG shall be entitled to receive and retain the
same as liquid 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 ICG's damage, but that the. receipt and retention
of such compensation is reasonable present estimate of such damage.
K. LIMITATION OF ICG LIABILITY: If ICG fails to perform its services hereunder,
its entire liability to the Company shall no: exceed the lesser of (a) the
amount of each compensation ICG has received from the Company under Section D of
this agreement or (1,) the actual damage to the Company as a result of such
nonperformance. In no event will ICG be liable for any indirect, special or
consequential damages nor for any claim against the Company by any person or
entity arising from or in any way related to this agreement, unless such damages
result from the use, by ICG, of information not authorized by the Company, or
from ICG's violation of federal or state securities laws
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CLIENT 7. ICG
L. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to
be produced by ICG in connection with the agreement and other services to be
rendered under this agreement shall be and remain the sole and exclusive
property of ICG. except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request, two
hundred fifty (250) copies of all such materials.
M. CONFIDENTIALITY: Until such time as the same may become publicly known. ICG
agrees that any confidential nature 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. ICG will, however, require Confidentiality Agreements from its own employees
and from contractors ICG reasonably believes will come in contact with
confidential material.
N. ENTIRE AGREEMENT: This writing contains the entire agreement of the Parties.
No representations were made or relied upon by either Xxxxx, other than those
expressly set forth. Furthermore, the Company understands that ICG makes no
guarantees, assurances or representations in regard to the results of its
services. No agent, employee or other representative of either Party is
empowered to alter any terms, unless done in wilting and signed by an executive
officer of the respective Parties.
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CLIENT 8. ICG
O. CONTROLLING LAW AND VENUE: This agreement's validity, interpretation and
performance shall be controlled under the laws of the State of Georgia.
P. SEPARABILITY: If one or inure of the provisions of this agreement shall be
held invalid, illegal, or unenforceable in any respect, sack provision, to the
extent invalid, illegal, or unenforceable, and provided that such provisions 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.
Q. ARBITRATION: Any controversy or claim arising out of or relating to the
agreement or the breach thereof, shall be settled by arbitration in accordance
with commercial arbitration rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
R. PREVAILING PARTY: In the event of the institution of any legal proceedings or
litigation, at the trial level or appellate level, with regard to this
agreement, the prevailing Party shall be entitled to receive from the
non-prevailing Parry all costs, reasonable attorney fees and expenses.
S. FAILURE TO OBJECT NOT A WAIVER: The failure of either Party to this agreement
to object to, or to take affirmative action with respect to any conduct of the
other which is in violation of the terms of the agreement shall not be construed
as a waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
T. NOTICES: All notices or other documents under this agreement shall be in
writing and delivered personally or mailed by certified mail or overnight
service, postage prepaid and addressed to the representative or company as
follows:
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CLIENT 9. ICG
The Investor Communication Group, Inc. AND Coronado Industries, Inc.
I730 Mt. Xxxxxx Road 00000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxx X Xxxxx 000
Xxxxxxx, Xxxxxxx 00000 Xxxxxxxx Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
U. HEADINGS: Headings in this agreement are for convenience only and shall not
be used to interpret or construe its provisions.
V. MISCELLANEOUS:
1. EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date ICG
is prepared to distribute letters and/or Corporate Overviews pursuant to the
agreement.
2. CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
3. MULTIPLE COUNTERPARTS: This agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
4. SIGNATURES; All Parties agree that signatures sent by facsimile
transmission are legally binding and acceptable by each Party.
EXECUTED this 25th day of November, 1997.
The Investor Communications Group. Inc. Coronado Industries, Inc.
By /s/ Xxxx X. Xxxxxx By /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxxx, CEO Xxxx X. Xxxxx, CEO/PRES
