EXHIBIT 4.4
SERVICES AGREEMENT
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THIS SERVICES AGREEMENT (the "Agreement") is made as of the 5th day of
September, 2003 by and between GENEREX BIOTECHNOLOGY CORPORATION (the
"Company"), a Delaware corporation, with offices at 00 Xxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxx X0X 0X0, and GLOBAL ADVISORY SERVICES, LLC (the "Service
Provider"), with an address at 0000 Xxxxxx Xxxx., Xxxxx 0000, Xxxxxxxx, Xxxxxxx,
XXX 00000.
The parties hereto agree as follows:
1. Scope of Services
The Company engages the Service Provider to provide the services
described in Exhibit A (the "Services"). The Service Provider shall be
responsible for ensuring that any individual retained by the Service Provider to
assist the Service Provider complies fully with the terms and conditions of this
Agreement, including all covenants set forth in this Agreement, and for ensuring
that the representations set forth are true with respect to any such individual
as of the date of this Agreement and during the Term (as defined below). The
Service Provider will be responsible and liable for any actions or omissions of
such individuals that give rise to a breach of any term or condition of this
Agreement. The Services being performed by the Service Provider shall be
performed at his offices, at the Company's offices or at such other location as
the Service Provider and the Company shall jointly deem appropriate. The Service
Provider shall report to the President and Chief Executive Officer of the
Company.
2. Compensation
In consideration for the Services, and under the terms and conditions
of this Services Agreement, the Company will pay the Service Provider the fees
specified in Exhibit B to this Agreement.
3. Expenses
The Service Provider will bear any costs or expenses that he (or any of
his employees or contractors) may incur in connection with performing the
Services, except where the Company gives its explicit written consent to
reimburse the Service Provider for an expense prior to the Service Provider
incurring the expense. The Company will have no responsibility or liability for
any such costs or expenses, except as provided in the previous sentence.
4. Term of Agreement
(a) The term (the "Term") of this Agreement shall be one (1) year from
the date hereof. The Term may be extended by mutual written agreement.
(b) The obligations set forth in Sections 8 and 9 below will survive
any termination of this Agreement.
5. Relationship
The parties affirm that the relationship between the Company and the
Service Provider established by this Agreement is that of independent
contractors, and not of servant and master or agent and principal. Neither the
Service Provider nor any of his employees or contractors will have any authority
to act on behalf of the Company and will not hold themselves out as employees,
agents, servants or partners of the Company.
6. Representations and Warranties
The following representations are true and correct as of the date
hereof and will continue to be true and correct during the Term, except as
explicitly disclosed to the Company in writing by the Service Provider prior to
execution of this agreement:
(a) None of the Service Provider or his employees, agents and
contractors (or any employee, affiliate or agent of such persons) is the subject
of any judgment, injunction, order, sentence or other condition or requirement
that would bar it or him, or otherwise constrain it or him, from conducting any
activities necessary to perform the Services or otherwise contemplated by this
Agreement.
(b) None of the Service Provider or his employees, agents and
contractors (or any employee, affiliate or agent of such persons) has ever been
charged with or held liable, either criminally or civilly, for any violation of
law or regulation relating to securities, commodities or financial
improprieties.
(c) None of the Service Provider or his employees, agents and
contractors (or any affiliate or agent of such individual) has ever been
sanctioned or suspended or otherwise penalized by the National Association of
Securities Dealers or any similar regulatory body for any violation of such
body's rules and regulations.
(d) The Service Provider is duly authorized to execute this Agreement
and provide the Services.
7. Covenants
The Service Provider makes the following covenants (and agrees that he
will be responsible for ensuring compliance with such covenants by any of his
employees, agents or contractors who may assist the Service Provider in
performing any of the Services):
(a) The Service Provider will perform the Services in accordance with
all applicable laws and regulations. The Service Provider will not undertake any
activities in connection with performing the Services that violate any laws or
regulations. The Service Provider will not undertake any activities in
connection with performing the Services that induce, aid or abet any violation
of any laws or regulations. The laws and regulations are intended to include,
without limitation, applicable U.S. federal securities laws and regulations,
state securities laws and regulations, and Nasdaq rules and regulations.
(b) The Service Provider understands the prohibitions under U.S.
federal securities laws and regulations against the misuse or miscommunication
of material non-public information about the Company, including without
limitation the prohibitions against trading on non-public information about the
Company (or aiding and abetting any such violations), and will comply with all
such laws and regulations.
(c) The Service Provider will take no action direct or indirect, nor
engage in any conduct, that could cause harm to the Company's public standing or
image or that could interfere or detrimentally affect the Company's pursuit of
its business interests in any way.
(d) The Service Provider will not make any payments of any nature
(whether in cash, by transfer of securities, or in kind) to any broker or dealer
in connection with performing the Services, without first advising the Company
of the circumstances under which the payment is proposed to be made and the
scope of disclosure that any such broker or dealer intends to make to his
employer and to his clients of any such payment. It is understood that no
payments may be made unless consented in advance in writing by the Company.
8. Protection of Proprietary and Confidential Data
The terms and provisions of the Confidential Disclosure Agreement
executed by the Service Provider on September 5, 2003, are incorporated herein
by reference.
9. Indemnity
If the Company is made a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (collectively, a "proceeding") arising
out of or in any way relating to any violation by the Service Provider (or, for
the avoidance of doubt, by any of his principals, directors, members, officers,
employees, agents, contractors and affiliates) of any of provisions of this
Agreement, the Service Provider shall indemnify the Company against all
expenses, liability and loss actually and reasonably incurred or suffered by the
Company in connection with such proceeding (including, without limitation, legal
fees and expenses of the Company).
10. Waiver
The failure by any party to object to any action or omission by the
other that may constitute a violation of the provisions hereof shall not be
deemed to constitute a waiver of such act or omission or any future action or
omission.
11. Entire Agreement
This Agreement constitutes the entire agreement and understanding of
the parties, superseding any and all prior written and prior and contemporaneous
oral agreement, understandings and letters of intent, and may not be modified or
amended nor may nay right be waived except by a writing which expressly refers
tot his Agreement, states that it is a modification, amendment or waiver and is
signed by both parties in the case of a modification or amendment or the party
to be charged in the case of a waiver. No course of conduct or dealing and not
trade custom or usage shall be construed to modify or amend any of the
provisions of this Agreement.
12. Applicable Law
This Agreement shall be governed by the laws of the State of Delaware
applicable to agreements made and to be performed within such jurisdiction.
13. Assignment
Neither this Agreement nor any rights or benefits hereunder may be
assigned by the either party (except that the Company may assign to an affiliate
or a successor), and any purported assignment of this Agreement or any rights,
obligations or benefits hereunder in violation of this Section will be void.
14. Counterparts
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original but all of which together shall constitute one
and the same instrument.
15. Captions
The captions of the paragraphs of this Agreement are for convenience of
reference only and will not be deemed to constitute a part of this Agreement or
to affect the meaning of any provision hereof.
16. Notices
Any notice required or permitted hereunder shall be given by personal
or hand delivery, or by certified or registered mail or overnight courier
service to a party at his/its address set forth in the first paragraph of this
Agreement or such other address as a party may specify by notice to the other.
Notices shall be considered to have been effectively given (i) in the case of
personal or hand delivery, on the date of such delivery, (ii) in the case of
certified or registered mail, on the third business day following the day on
which the notice was posted, and (iii) in the case of an overnight courier, on
the business day following the day on which the notice was sent.
IN WITNESS WHEREOF, the Company and the Service Provider have executed
this Agreement on the day and year first written above.
GENEREX BIOTECHNOLOGY CORPORATION
By:
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SERVICE PROVIDER:
GLOBAL ADVISORY SERVICES, LLC
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Exhibit A
Description of Services to be Provided by the Service Provider
The Service Provider will diligently pursue the following services, and review
status with the Company on a regular basis:
o Review and analyze the Company's business plan and financial and
capital raising strategies, and propose specific improvements to those
plans and strategies
o Develop strategies for the Company's growth and standing in the
business and financial communities
o Analyze financial instruments on behalf of the Company.
o Introduce the Company to financial professionals.
The Service Provider shall not release any report or provide any written
communication regarding the Company except in materials which have been approved
by the Company. Materials which have been approved by the Company through
communications with Service Provider may be released by Service Provider.
The Company and Service Provider will develop reasonable measures of successful
performance of these services from time to time.
Exhibit B
Description of Compensation
1. The fees payable to the Service Provider during the term of this
Agreement for performance of the Services in accordance with the
terms of this Agreement will be as follows:
a. US$15,000 for the first month of the Term;
b. thereafter, US$2,500 per month for each remaining month of the
Term; and
c. an aggregate of 150,000 unrestricted shares of the Company's
common stock.
