EXHIBIT 10.14
INNOVATIVE FINANCIAL STRATEGIES
A Private Business Development Corp.
A Division of Xxxxxxx Investments, Inc.
Xxxx Xxxxxx Xxxx., Xxxxx 000X
Xxxxxx Xxxxx, XX 00000
Telephone; (000)000-0000 Fax: (000)000-0000
CONSULTING AGREEMENT
FINANCIAL PUBLIC RELATIONS
A Financial Public Relations Consulting Agreement, made this 21st day of
August 1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 000
Xxxxxxx Xxxxxxx Xx. #000, Xxxxxxx, XX 00000 hereafter referred to as
"COMPANY" and INNOVATIVE FINANCIAL STRATEGIES located at 000 X. Xxxxxx Xxxx.,
Xxxxx 000X, Xxxxxx Xxxxx, Xxxxxxx 00000 providing financial public relations
services hereafter referred to as "CONSULTANT."
WITNESS THAT: Whereas, the COMPANY requires financial public relations
services and desires to employ CONSULTANT to provide such services as an
independent contractor consultant, and CONSULTANT is agreeable to such
employment, and the parties desire a written document formalizing and
defining their relationship and evidencing the terms of their agreement. Now,
therefore, intending to be legally bound and in consideration of the mutual
promises and covenants, the parties have agreed as follows:
1. APPOINTMENT: The COMPANY hereby appoints CONSULTANT as its financial public
relations counsel and hereby retains and employs CONSULTANT, on the terms
and conditions of this Agreement. CONSULTANT accepts such appointment and
agrees to perform the services upon the terms and conditions of this
Agreement.
2. TERM: The term of this Agreement shall begin on August 21, 1998 and
terminate on August 20, 1999.
3. SERVICES:
(a) CONSULTANT shall act, generally, as financial public relations
counsel, essentially acting (1) as liaison between the COMPANY and its
shareholders; (2) as advisor to the COMPANY with respect to existing
and potential market makers, broker-dealers, underwriters and
investors as well as being the liaison between the COMPANY and such
persons; and (3) as advisor to the COMPANY with respect to
communications and information (e.g. interviews, press releases,
shareholder reports, etc.) as well as planning, designed, developing,
organizing, writing and distributing such communications and
information.
(b) CONSULTANT shall seek to make the COMPANY, its management, its
products and its financial situation and prospects known to the
financial press and publications, broker-dealers, mutual funds,
institutional investors, market makers, analysts,
investment advisors and other members of the financial community as
well as the financial media and the public generally. CONSULTANT, in
providing the foregoing services, shall be responsible for all costs
of providing the services, not including out-of-pocket expenses for
postage, delivery service (e.g. Airborne Express) and preparation of
all Due Diligence Packages.
4. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by federal and state
securities laws and by applicable rules and regulations of stock exchanges,
National Association of Securities Dealers, in-house "due diligence" or
"compliance" departments of brokerage houses, etc. Accordingly, CONSULTANT
agrees:
(a) CONSULTANT shall NOT release any financial or other information or
data about the COMPANY without the consent and approval of the COMPANY
(signatures on press releases are necessary).
(b) CONSULTANT shall NOT conduct any meetings with financial analysts
without informing the COMPANY in advance of the proposed meeting and
format or agenda of such meeting, and the COMPANY may elect to have a
representative of the COMPANY attend such meeting.
(c) CONSULTANT shall NOT release any information or data about the COMPANY
to any selected or limited person(s), entity or group if CONSULTANT is
aware that such information or data has not been generally released or
promulgated.
(d) After notice by the COMPANY of filing for a proposed public offering
of securities of the COMPANY and during any period of restriction on
publicity CONSULTANT shall not engage in any public relations efforts,
not in the normal course without approval of counsel for the COMPANY
and of counsel for the underwriter(s), if any.
5. DUTIES OF COMPANY:
(a) COMPANY shall supply CONSULTANT on a regular and timely basis with
all approved data and information about the COMPANY, its
management, its products and its operations, and COMPANY shall be
responsible for advising CONSULTANT of any facts which would
affect the accuracy of any prior data and information previously
supplied to CONSULTANT so that CONSULTANT may take corrective
action.
(b) COMPANY shall promptly supply consultant: with full and complete
copies of all filings with all federal and state securities
agencies; with full and complete copies of all shareholder reports
and communications whether or not prepared with CONSULTANT'S
assistance; with all data and information supplied to any analyst,
broker-dealer, market maker or other member of the financial
community; and with all product/services, brochures, sales
materials, etc.
(c) COMPANY shall promptly notify CONSULTANT of the filing of any
registration statement for the sale of securities and of any other
event which triggers any restrictions on publicity.
(d) COMPANY shall contemporaneously notify CONSULTANT if any
information or data being supplied to CONSULTANT has not been
generally released or promulgated.
6. REPRESENTATION AND INDEMNIFICATION:
(a) The COMPANY shall be deemed to make a continuing representation of
the accuracy of any and all material facts, material information
and data which it supplies to CONSULTANT and the COMPANY
acknowledges its awareness that CONSULTANT will rely on such
continuing representation in disseminating such information and
otherwise performing its public relations functions.
(b) CONSULTANT, in the absence of notice in writing from COMPANY, will
rely on the continuing accuracy of material, information and data
supplied by the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from any claims, demands, suits, loss,
damages, etc. arising out of CONSULTANT'S reliance upon the
accuracy and continuing accuracy of such facts, material, data and
information unless CONSULTANT has been negligent in fulfilling the
duties and obligations hereunder.
(d) COMPANY hereby authorizes CONSULTANT to issue, in CONSULTANT'S
sole discretion, corrective, amendatory, supplemental or
explanatory press releases, shareholder communications and reports
or data supplied to analysts, broker-dealers, market makers or
other members of the financial community.
7. COMPENSATION: As compensation for his services hereunder, COMPANY shall:
Issue to CONSULTANT 100,000 shares of its Common Stock for services
provided, as follows: (i) promptly following the execution of this
Agreement, COMPANY shall file a Form S-8 registering such 100,000 shares;
(ii) promptly following effectiveness of such S-8 Registration Statement
cause the stock transfer agent to issue such shares in the name of
CONSULTANT without a restrictive legend, and (iii) promptly deliver to
CONSULTANT the certificate. For purposes of computing the compensation due
CONSULTANT and reporting to the Internal Revenue Service the COMPANY'S
shares are valued at $0.50 per share.
8. RELATIONSHIP OF PARTIES: CONSULTANT is an independent contractor and is
responsible for all federal, state, and local income and self-employment
taxes. This Agreement does not establish any partnership, joint venture or
other business entity or association between the parties and neither party
is intended to have any interest in the business or property of the other.
9. TERMINATION: This Agreement may be terminated by either party prior to the
expiration of the term provided in Paragraph 2 only in writing and at least
3 business days prior to the expiration of the current contract month.
10. ATTORNEY FEES: Should either party default in the terms or conditions of
this Agreement and suit be filed as a result of such default, the
prevailing party shall be entitled to recover all costs incurred as a
result of such default including all costs and reasonable attorney fees,
expenses and court costs through trial and appeal.
11. WAIVER OF BREACH: The waiver by either party of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
12. ASSIGNMENT: CONSULTANT may not assign this contract.
13. NOTICES: Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by certified mail return
receipt requested to the principal office of the party being notified.
14. ENTIRE AGREEMENT: This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharge is sought. This Agreement shall be governed for all
purposes by the laws of the state of Texas. If any provision of this
Agreement is declared void, such provision shall be deemed severed from
this Agreement, which shall otherwise remain in full force and effect.
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
executed this Agreement.
INNOVATIVE FINANCIAL STRATEGIES
/s/Xxxxxxx Xxxxxxx Date: August 21, 1998
-------------------------- -------------------
Xxxxxxx Xxxxxxx
ARXA INTERNATIONAL ENERGY, INC.
/s/L. Xxxxx Xxxx Date: August 21, 1998
-------------------------- -------------------
L. Xxxxx Xxxx, President
