THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this
March 22, 2001, by and between InsynQ Inc., whose business address is:
0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 (the "Company"), and Metromedia Research
Group LLC, whose business address is 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx,
XX, 00000 (the "Consultant").
WHEREAS, InsynQ Inc. desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, brokerage
houses, potential investors or shareholders and various media; and
WHEREAS, InsynQ Inc. which is publicly held with its common stock trading on
the Over the Counter Bulletin Board Exchange (symbol - "ISNQ"); and
WHEREAS, CONSULTANT is willing to accept COMPANY as a client.
WHEREAS, CONSULTANT is an investor relations, direct marketing, publishing,
public relations and advertising firm with expertise in the dissemination of
information about private and publicly traded companies; and is in the business
of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, marketing of business
formats and opportunities, financing arrangements, private placements and other
related programs, services and products; and
WHEREAS, COMPANY requires investor relations services and desires to employ
and/or retain CONSULTANT to provide such services as an independent contractor,
and CONSULTANT is agreeable to such a relationship and/or arrangement, and the
parties desire a written document formalizing and defining their relationship
and evidencing the terms of their agreement;
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, it is agreed as follows:
1. CONSULTING SERVICES: CONSULTANT shall seek to make COMPANY, its management,
its products, and its financial situation and prospects, known to the financial
media, financial publications, broker-dealers, mutual funds, institutional
investors, market makers, analysts, investment advisors, and other members of
the financial community as well as the public generally.
It is expressly acknowledged by both parties that the entire objective of the
service performed by the Company is to gain exposure of ISNQ through the
course of this agreement, and not to artificially inflate share prices, trading
volume or any other prohibited activity.
2. ACTIVITIES NOT WITHIN THIS AGREEMENT. It is acknowledged and agreed by the
Client that the Company is not rendering legal advice or performing accounting
services. It is also acknowledged that the Company is not acting in place of an
investment advisor or broker-dealer within the meaning of applicable state and
federal securities laws.
3. TERM OF AGREEMENT. This agreement shall become effective upon execution
hereof and shall continue thereafter and remain in effect for a period of
( 90 days ) and must be renewed in writing by both COMPANY and CONSULTANT if
desired. It is expressly acknowledged and agreed by and between the parties
hereto that CONSULTANT shall not be obligated to provide any services and/or
perform any work related to this Consulting Agreement until such time any
agreed and/or specified retainer (deposit, initial fee, down-payment) in
U.S. funds, and/or other specified and/or agreed valuable consideration, has
been received by CONSULTANT.
4. COMPENSATION. In full consideration of the services to be provided
hereunder, the Company agrees to compensate the Consultant by payment in the
amount of 200,000 144 restricted shares of ISNQ stock. Payment will be made
prior to onset of the campaign.
5. EARLY TERMINATION. In the event COMPANY fails or refuses to cooperate with
CONSULTANT, or fails or refuses to make timely payment of the compensation set
forth above, CONSULTANT shall have the right to terminate any further
performance under this Agreement. In such event, and upon notification thereof,
all compensation shall become immediately due and payable and/or deliverable,
and CONSULTANT shall be entitled to receive and retain the same as liquidated
damages and not as a penalty, in lieu of all other remedies the parties hereby
acknowledge and agree that it would be too difficult currently to determine the
exact extent of CONSULTANT 's damages, but that the receipt and retention of
such compensation is a reasonable present estimate of such damage.
6. REPRESENTATIONS: The Company hereby represents that all documents, news and
other information produced or distributed by the Consultant and used in
conjunction with the Company Profile do not include any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which such statements were made,
not misleading. Further, the Company represents that neither it, nor any
person or entity acting on its behalf, has knowingly, negligently or recklessly
distributed or produced information relating to the Company that has violated
any local, state or federal law or statute. Further, the Company represents
that in the future all information provided by the Company, or any person or
entity acting on its behalf, will not include any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which such statements were made,
not misleading, and neither the Company or any person or entity acting on its
behalf, will knowingly, negligently or recklessly violate any local, state or
federal law or statute. In the event that the Company violates the above
representations then the Consultant, at its option, shall have the right to
cease performing services herein this Agreement. If said circumstances were to
occur the Consultant would not be obligated to return any portion of the
compensation package received hereunder.
7. PARENT AND SUBSIDIARY COMPANIES OR ENTITIES. This Consulting Agreement
applies to all parent or subsidiary companies or entities of COMPANY.
8. EXCLUSION WITH RESPECT TO PARTNERSHIP. The parties agree that, in no way,
shall this Consulting Agreement be construed as being an act of partnership
between the parties hereto and that no party hereto shall have, as a result of
the execution of this Consulting Agreement, any liability for the commitments
of any other party of any type, kind or sort.
9. NOTICES. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail or overnight courier to the principal office of each party.
10. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Delaware. Any action, special proceeding or other proceedings
that may be brought arising out of, in connection with or by reason of this
Agreement, shall be brought only in a court of competent jurisdiction within
the State of Delaware, and each party hereby irrevocably consents to the
jurisdiction of any such court.
11. ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties.
12. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
13. CONSULTANT - AS AN INDEPENDENT CONTRACTOR. CONSULTANT shall provide said
services as an independent contractor, and not as an employee of COMPANY or of
any company affiliated with COMPANY. CONSULTANT has no authority to bind
COMPANY or any affiliate of COMPANY to any legal action, contract, agreement,
or purchase, and such action can not be construed to be made in good faith or
with the acceptance of COMPANY; thereby becoming the sole responsibility of
CONSULTANT. CONSULTANT is not entitled to any medical coverage, life insurance,
savings plans, health insurance, or any and all other benefits afforded COMPANY
employees. CONSULTANT shall be solely responsible for any Federal, State, or
Local Taxes, and should COMPANY for any reason be required to pay taxes at a
later date, CONSULTANT shall reassure such payment is made by CONSULTANT, and
not by COMPANY. CONSULTANT shall be responsible for all workers compensation
payments and herein holds COMPANY harmless for any and all such payments and
responsibilities related hereto.
14. ATTORNEY'S FEES AND COSTS. In the event of any dispute arising out of the
subject matter of this Agreement the prevailing party shall recover, in
addition to any damages assessed, its attorneys fees and court costs incurred
in litigating or otherwise settling or resolving such dispute.
15. CONSULTANT - NOT TO ENGAGE IN CONFLICTING ACTIVITIES. During the term of
this agreement CONSULTANT shall not engage in any activities that directly
conflicts with the interests of COMPANY. COMPANY hereby acknowledges
notification by CONSULTANT and understands that CONSULTANT does, and shall,
represent and service other and multiple clients in the same manner as it does
COMPANY, and that COMPANY is not an exclusive client of CONSULTANT. CONSULTANT
may or may not work with companies that are in the same industry, before or
during the term of this agreement.
16. TRADE SECRETS AND INVENTIONS. CONSULTANT shall treat as proprietary any
and all information belonging to COMPANY, it's affiliates, or any third
parties, disclosed to CONSULTANT in the course of the performance of CONSULTANT
services. CONSULTANT assigns and agrees to assign to COMPANY or its nominee all
rights in invention and other proprietary information conceived by CONSULTANT
during the term of this agreement with respect to any work performed under said
agreement.
17. INSIDE INFORMATION -- SECURITIES VIOLATIONS. In the course of the
performance of this Agreement it is expected that specific sensitive
information concerning the operations of COMPANY, its business, and/or
affiliate companies shall come to the attention and knowledge of CONSULTANT.
In such event CONSULTANT will not divulge, discuss, or otherwise reveal such
information to any third parties.
18. DISCLAIMER. CONSULTANT is in the business of investor/public relations and
other related business, as previously stated above, and in no way proclaims to
be an investment advisor and/or stock or securities broker. CONSULTANT is not
licensed as a stock or securities broker and is not in the business of selling
such stocks or securities or advising as to the investment viability or worth
of such stocks or securities.
IN WITNESS WHEREOF, the parties hereto have set their hands in
execution of this Agreement.
For and in behalf of;
InsynQ Inc. (OTCBB: ISNQ)
By /s/ Xxxx X. Xxxxx
Title Chief Executive Officer
Date March 22, 2001
For and in behalf of;
Metromedia Research Group LLC
By /s/ Xxxxx Xxxxxxx
Title President
Date March 22, 2001
===============================================================================
Addendum
As per the agreement dated March 22, 2001, by and between InsynQ Inc., whose
business address is 0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 (the "COMPANY"), and
Metromedia Research Group LLC, whose business address is 000 Xxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, XX, 00000 (the "CONSULTANT"), the following modification
will be made:
Section 4 of the Agreement will now read as follows:
4. COMPENSATION. In full consideration of the services to be provided
hereunder, the Company agrees to compensate the Consultant by payment in the
amount of 200,000 144 restricted shares of ISNQ stock. Payment will be made
prior to onset of the campaign. In addition, as of April 9, 2001, the Company
has agreed to compensate Consultant by payment in the amount of 300,000
144 restricted shares of ISNQ stock.
Such additional compensation will be designated toward the hiring of Xxxx
Xxxxxxxxx, a consultant specializing in the small and micro-cap markets. Xxxx
maintains an established network of influential private investors, brokers, and
an email database of active investors.
The objective of this addendum will be to further assist InsynQ Inc. in the
company's efforts to maximize its exposure amongst the investment world.
Metromedia Research Group LLC believes that the efforts of Xxxx Xxxxxxxxx will
significantly impact the overall effectiveness of InsynQ's current Investor
Relations initiative.
All other sections from the March 22, 2001 contract will remain as previously
stated.
IN WITNESS WHEREOF, the parties hereto have set their hands in execution
of this Agreement.
For and in behalf of;
InsynQ Inc. (OTCBB: ISNQ)
By /s/ Xxxx X. Xxxxx
Title CEO
Date April 10, 2001
For and in behalf of;
Metromedia Research Group LLC
By /s/ Xxxxx Xxxxxxx
Title President
Date April 10, 2001
