INVESTOR & PUBLIC RELATIONS CONSULTING AGREEMENT
This AGREEMENT made this 18th day of April, 2007 by and between SHEERVISION,
INC. (hereinafter "Client") and XXXX XXXXXXX, President of Wall Street Marketing
Group, Inc. (hereinafter "Consultant/Advisor").
WITNESSETH
In consideration of the mutual promises hereinafter made by each to the other,
Client and Advisor/Consultant agree as follows:
1. CONTRACT SERVICES
Client hereby retains Advisor/Consultant to represent, advise, counsel, and
assist Client in corporate development, investor and public relations, public
appearances, and the marketing of the Client. Advisor/Consultant shall render
Advisor/Consultant's services in a timely and professional manner, in accordance
with best industry practices and the instructions and suggestions as made by
Company from time to time.
Client additionally hereby retains Advisor/Consultant to disseminate information
from Client to financial professionals and licensed members of the securities
industry, private money managers, the media, and individual investors.
Services performed by Advisor/Consultant do not relate to NASD activities or
financing.
2. COMPENSATION FOR SERVICES
Client agrees to cause Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx to transfer at
par value to Advisor/Consultant an aggregate of three hundred and six thousand
(306,000) shares of restricted common stock of Client, par value $0.001 per
share. During the term of this Agreement, Client also agrees to pay
Advisor/Consultant five thousand dollars per month.
3. PAYMENT OF ADVISOR/CONSULTANT'S FEE
Advisor/Consultant shall receive all restricted shares upon signing of this
agreement. Client will pay Advisor/Consultant the five thousand dollars monthly
fee on the 5th of each month during the term of this Agreement.
4. DISCLAIMER OF LIABILITY
Advisor/Consultant makes no guarantees to any results including but not limited
to trading activity, volume, or stock price.
5. NOTICES
All notices hereunder shall be effective if sent by certified mail, postage
prepaid to the following addresses.
If to the Advisor/Consultant:
Xxxx Xxxxxxx
Wall Street Marketing Group, Inc.
XX Xxx 000000
Xxxxx Xxxx Xxxxxxx, XX 00000
If to Client:
SheerVision, Inc.
0000 Xxxxx Xxxxxx Xx. X.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
6. ENTIRE AGREEMENT
This Agreement, sets forth the entire agreement between the parties hereto and
cannot be amended, modified or changed orally. Client acknowledges that the
Board of Directors of SheerVision, Inc. has passed a resolution authorizing this
contract.
7. FILING
This contract is signed in duplicate. Advisor/Consultant agrees to deliver one
(1) copy to the Client within five (5) days of its execution by fax or mail; and
retain one (1) copy for their files.
8. TERM
The term of this Agreement is for 12 months and shall begin on the date hereof
and shall continue until April 18, 2008. The Company may terminate this
Agreement at any time without cause, which termination shall be effective
immediately, without liability or continuing obligation except for any earned
but unpaid fees payable pursuant to Section 2.
9. LAW
This agreement is governed and construed under the laws of the state of
California and any action brought by either party to enforce or interpret this
agreement shall be brought in an appropriate court in the state of California.
Both parties agree that any suit decided by the courts of California will result
in the prevailing party's legal fees being paid.
10. REPRESENTATIONS
Advisor/Consultant hereby represents, warrants and covenants that: (i)
Advisor/Consultant will not disparage the Company, its subsidiaries or
affiliates or their respective products, services, directors, officers or
employees; (ii) directly or indirectly make or cause to be made any oral or
written statement which, or is reasonably likely to be detrimental in any
material respect to the business, operations, activities or reputation of the
Company or any of its subsidiaries or affiliates or their respective directors,
officers, or employees; (iii) the securities being acquired by the
Advisor/Consultant hereunder are being acquired for the Advisor/Consultant's own
account and not with the view to, or for resale in connection with, any
distribution in violation of applicable securities laws; (iv) the
Advisor/Consultant is an accredited investor as defined under Regulation D of
the Securities Act of 1933 ("Securities Act"), as amended and Advisor/Consultant
acknowledges that neither the offer nor sale of the Securities has been
registered under the Securities Act or any state or foreign securities or "blue
sky" laws; (v) the Advisor/Consultant may not sell or otherwise dispose of the
securities being acquired hereunder except pursuant to either an effective
registration statement under the Securities Act and in compliance with
applicable state securities laws, or pursuant to exemptions from the
registration provisions of the Securities Act and applicable state securities
laws; (vi) all services provided hereunder will be performed by
Advisor/Consultant in accordance with all applicable laws and regulations,
including without limitation, all securities laws and regulations; and (vii)
Advisor/Consultant is not subject to any obligations or disability which will or
might prevent Advisor/Consultant from or interfering with the performance of
services hereunder.
Advisor/Consultant hereby indemnifies and holds Company and its successors and
assigns, and each of its and their respective directors, officers, employees,
stockholders and representatives (collectively, the "INDEMNITEES") harmless
against all loss, cost, claim, damage, tax, assessment, liability or expense
(including reasonable attorneys' and accountant's fees, costs of suit and costs
of appeal) incurred by any Indemnitee in connection with or arising out of any
breach of any representation, warranty, covenant or agreement made by
Advisor/Consultant.
11. CONFIDENTIALITY; WORK PRODUCT
Advisor/Consultant will not at any time during or after the term of this
Agreement divulge, furnish or make accessible to anyone any knowledge or
information with respect to confidential or secret aspects of the Company's
business including, without limitation, customer or potential customer lists,
intellectual property, business plans, financial statements, suppliers,
acquisition opportunities and strategic relationships ("Confidential
Information"). Any information, which (i) at or prior to the time of disclosure
by Advisor/Consultant was generally available to the public through no breach of
this covenant, (ii) was available to the public on a nonconfidential basis prior
to its disclosure by Advisor/Consulant or (iii) is subsequently lawfully
obtained by Advisor/Consultant from a third party or parties, shall not be
deemed Confidential Information for purposes hereof, and the undertaking in this
covenant with respect to Confidential Information shall not apply hereto.
Advisor/Consultant agrees that the Company will be the sole owner of any and all
of works made or conceived or reduced to practice by Advisor/Consultant made on
behalf of the Company during the term of this Agreement including, without
limitation, all intellectual property rights and Advisor/Consultant hereby
irrevocably assigns to the Company all right, title and interest in such works.
12. INDEPENDENT CONTRACTOR
The Advisor/Consultant is an independent contractor with respect to the services
hereunder and is not an employee or agent of the Company, and the Company shall
not be liable for or bound by, contractually or otherwise, any representation,
act or omission of the Advisor/Consultant in connection with the services
hereunder. The Advisor/Consultant agrees not to take any action which leads, or
could reasonably be expected to lead, a third party to believe that the
Advisor/Consultant has the power or authority to bind or otherwise obligate the
Company.
IN WITNESS WHEREOF, the parties hereto have hereunder signed their names as
hereinafter set forth.
SheerVision, Inc.
By: /s/ XXXX XXXXXXX By: /s/ XXXXXXX XXXXXXXXX
----------------------------- -----------------------------------
Xxxx Xxxxxxx - Advisor/Consultant Xxxxxxx Xxxxxxxxx - President / CEO
Wall Street Marketing Group, Inc.
4/18/07 4/18/07
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(Date) (Date)
