CLIENT SERVICE AGREEMENT
AGREEMENT
(the “Agreement”) made as of the 10th day of October, 2007 by and between Clear
Skies Group. (“the Client”) and PR Financial Marketing, LLC
(“PRF”).
WITNESSETH
THAT:
WHEREAS,
PRF is a management, financial and marketing consulting firm specializing
in
assisting publicly traded companies design, implement and monitor strategies
to
increase investor awareness, and
WHEREAS,
the Client is publicly held, with their common stock trading on one or more
stock exchanges and/or “over the counter”, and
WHEREAS,
the Client desires to publicize themselves with the intention of making their
name and business better known to investors, brokerage houses and industry
professionals, and
WHEREAS,
PRF is willing to accept the Client as a client.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, it
is
agreed:
Engagement.
The
Client hereby engages PRF, commencing October 10, 2007 to create publicity
to
brokers, prospective investors and shareholders under the Investor Awareness
Program (“IAP”),
the
activities of which are described below. PRF hereby accepts the Client as
a
client from and after October 10, 2007 for a period of 36
months.
PRF
agrees to work with the Client under the IAP, but subject to the further
provisions of this Agreement. The Client has the option to cancel this Agreement
at any time during the contract period with 90 days written notice to PRF.
All
fees and expenses due at cancellation and through the 90 days notice in
accordance with this Agreement will be paid to PRF by Client.
lnvestor
Awareness Program. The
IAP
will commence with PRFs preparation of a comprehensive
milestone schedule reviewed with, and subject to the approval of, the
Client.
This specific schedule, subject to change, will be provided within 1 week
of
the
date
hereof.
PRF
will,
on a daily basis, be in contact with investors, brokers and fund managers
in
constant effort to generate investors.
PRF
will
conduct meetings and presentations with its in-house database of financial
professionals that will feature the Client as an investment
opportunity.
PRF
will
consult with the Client’s in-house IR/PR staff as to coordination of efforts
during the IAP.
PRF
will
help design, develop and write all future financial marketing material to
be
used with this campaign, subject to the approval of Client.
Compensation
and Expenses.
In
consideration of the services to be performed
by PRF in connection with the services provided, and as may otherwise
be herein provided, the Client agrees to pay PRF the following compensation:
(A)
For
services, the Client agrees to pay a monthly fee in accordance with the
schedule below:
1)
$ 6500
/Per Month
· ►Payment
is due the first day of every month
(B)
The
Client will also issue to PRF, 325,000 stock options at 25 cents on date
of
signing of this Agreement per option schedule listed below.
· 25%
of
the options will vest on contract signing.
·
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75%
of the options will vest quarterly (25% of the options shall vest
at 91
days; 25% of the options shall vest at 181 days; The remaining
25% shall
vest at 271 days)
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· The
options will be exercisable for five years.
· All
options will be priced at the opening bid of the contract date.
·
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Option
paperwork is due on the 90th
day of contract work. All options must be guaranteed registered
in the
name of PR Financial Marketing,
LLC.
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(C)
Any
extraordinary or out of pocket expenses by PRF will be reimbursed by
the
Client, however, any out of pocket expense above $500 per month will
first
be
approved in writing by the Client.
Representations
and Warranties of the Client.
The
Client represents and warrants to PRF, each such representation and warranty
being deemed to be material, that:
1.
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The
execution and performance of this Agreement by the Client has been
duly authorized
by the Client;
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Representations
and Warranties of PRF. PRF
represents and warrants to the Client, each such representation and warranty
being deemed to be material, that:
1.
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PRF
will cooperate fully and timely with the
Client;
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2.
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the
performance by PRF of this Agreement will not violate any applicable
court
decree, law or regulation, nor will it violate any provision of
the
organizational documents of PRF or any contractual obligation by
which PRF
may be bound;
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3.
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PRF
will not disseminate any written communication to the public about
the
Client without the Client’s review and written approval of each
communication. Additionally, Client shall have prior approval over
all
oral statements made to the public about Client. In order to comply
with
the prior sentence, PRF, as part of the IAP, will disclose to,
and receive
prior approval from, Client concerning the oral presentation or
strategic
approach PRF intends to take with respect to oral statements about
Client.
PRF will be liable for any written or oral information about the
Client
that is not approved by the Client.
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4.
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PRF
will not misrepresent any information which it disseminates about
the
Client, provided, however, that PRF shall not be liable for inaccuracies
in any information provided to PRF by the Client,
and;
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5.
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PRF
believes that the Client’s performance under this Agreement will not
constitute any violation of the laws or regulations of the State
of Texas
wherein PRF is organized and operates, and hereby undertakes to
notify the
Client immediately if PRF is notified in writing at any time while
it is
rendering services under this Agreement that such performance by
the
Client under this Agreement would constitute a violation of the
laws or
regulations of the State of Texas.
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6.
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Confidentiality.
Until such time as the same may become publicly known, PRF agrees
that any
information provided to it by Client of a confidential nature will
not be
revealed or disclosed to any person or entity for any reason, and
upon
completion of its services and upon the written request of the
Client, any
original documentation provided by the Client will be returned
to
it.
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DISCLAIMER
BY PRF.
PRF MAY
BE THE PREPARER OR DISTRIBUTOR OF CERTAIN ADVERTISING MATERIALS. PRF MAKES
NO
REPRESENTATION THAT (A) ITS SERVICES WILL RESULT IN ANY ENHANCEMENT TO THE
CLIENT, (B) THE PRICE OF THE CLIENT’S PUBLICLY TRADED SECURITIES WILL INCREASE,
(C) ANY PERSON WILL PURCHASE SECURITIES IN THE CLIENT OR (D) ANY INVESTOR
WILL
LEND MONEY TO OR INVEST IN OR WITH THE CLIENT.
Miscellaneous
1.
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Governing
Law.
This Agreement shall be governed by and interpreted under the laws
of the
State of Texas where PRF has been organized and this Agreement
has been
deemed accepted by PRF.
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2.
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Currency.
References to dollars shall be deemed to be United States Dollars
unless
otherwise specified.
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3.
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Separability.
If
any 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 this Agreement shall be
construed
as if such provision had never been contained
herein.
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Executed
as a sealed instrument as of October 10, 2007.
PR
Financial Marketing, LLC.
By:
/s/ Xxxx
Xxxxx
Clear
Skies Group
Duly
Authorized
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By:
/s/
Xxx
Xxxxxxxx
PR
Financial Marketing, LLC
Duly
Authorized
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