Exhibit 4.2
Form of Marketing Services Agreement
with B. Xxxx Associates, Inc.
MARKETING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 3rd day of April, 1997 by and between B.
Xxxx Associates, Inc., a Florida corporation and Xxxxx X. Xxxxxxx, as its
President (hereinafter collectively referred to as the "Consultant") and
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Company is desirous of engaging the Consultant to provide
certain marketing services as herein after described.
WHEREAS, the Consultant has performed similar services in the past for
other public and private companies and agrees to be engaged and retained by the
Company to provide such services upon the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct.
2. Consulting Services. The Consultant is hereby engaged to provide the
Company with a variety of corporate communications, financial public relations
and investor relations services (collectively, the "Services") including, but
not limited to:
(i) preparation and dissemination of corporate news releases;
(ii) design and preparation of slide presentations and other
presentations materials, including outline scripts for management's comments to
be used in the course of meeting with investment professionals;
(iii) preparation of letters to shareholders and other formal
corporate communications to shareholders and/or investment professionals;
(iv) preparation of corporate fact sheets, background reports and
other similar materials used for the purpose of introducing the Company and/or
providing an update on the Company to investment professionals;
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(v) speak directly with investment professionals and individual
shareholders when necessary to provide an update on the Company's activities,
recent news, financial status, etc;
(vi) provide consulting services when necessary regarding all
strategic issues concerning the Company including, but not limited to, corporate
communications; and
(vii) to facilitate the accomplishment of the foregoing contemplated
activities, Xxxxx X. Xxxxxxx, President of the Consultant, will act in the role
of Director of Corporate Communications on the Company's behalf, though he will
not be deemed to be an officer of the Company.
3. Duties of the Company. The Company shall provide Consultant, on a
regular and timely basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its operations as
shall be reasonably requested by the Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all filings
with all federal and state securities agencies, with full and complete copies of
any stockholder reports, with all data and information supplied by the financial
analyst and with all brochures or other sales materials relating to its products
or services.
4. Term. Subject to the terms of this Agreement, the Company hereby
engages and retains the Consultant, and the Consultant hereby agrees to render
the Services to the Company commencing upon the date hereof and ending at on the
first anniversary thereof (the "Term").
5. Compensation. As full and complete compensation for the Services,
the Company shall grant the Consultant an option for a period of one (1) year
from the date hereof to purchase 25,000 shares of the Company's Common Stock at
an exercise price of $2.50 per share, which such stock shall be fully
registered.
6. No Expense Reimbursement. In providing the Services to the Company,
the Consultant shall be responsible for any out-of-pocket costs, including
without limitation, travel, lodging, telephone, postage and overnight mail.
7. Relationship of Parties. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that
Consultant be an independent contractor and not an employee of the Company.
Consultant shall not have the authority to act as the agent of the Company and
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cannot bind the Company in any manner; however, the manner and means utilized by
Consultant in the performance of the Services shall be under the sole control of
the Consultant.
8. Confidentiality of Information. In connection with the rendering of
the Services by the Consultant, the Consultant will become privy to certain
non-public information concerning the Company and the Candidates (the
"Confidential Information"). The term "Confidential Information" does not
include information (i) which is already in the Consultant's possession, (ii)
which becomes generally available to the public other than as a direct or
indirect result of disclosure to the Consultant, his affiliates, its officers,
directors, agents and advisors (collectively, the "Representatives") or (iii)
which becomes available to the Consultant on a non- confidential basis from a
source other than the Company.
The Consultant agrees that the Confidential Information will be used
solely for the purpose of rendering the Services and that such information will
be kept confidential by it and the Representatives. The Consultant acknowledges
that the terms of this Agreement as they specifically relate to the
nondisclosure of the Confidential Information shall be in perpetuity. The
Consultant acknowledges and agrees that any threatened or actual breach by it of
the representations, warranties and covenants contained herein would result in
continuing and irreparable damage to the Company and that monetary damages would
not adequately compensate the Company for any such breach. In the event or any
actual or threatened breach, the Company shall be entitled to all legal and
equitable remedies, including preliminary and permanent injunctive relief, and
may in addition to any or all forms of relief recover from the Consultant all
reasonable costs and attorney's fees should it prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.
9. Miscellaneous.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by the Consultant.
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(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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Xxxx Xxxxxxxx Xxxxxxxx,
President
B. Xxxx Associates, Inc.
By:
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Xxxxx X. Xxxxxxx, President
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