Nortia Capital Partners, Inc. Alpharetta, GA 30004
000
Xxxxxxx Xxxx Xx.
Xxxxxxxxxx,
XX 00000
000-000-0000
000-000-0000
(Fax)
xxx.xxxxxxxxxxxxx.xxx
PRIVILEGED
AND CONFIDENTIAL
This
transaction agreement (“Agreement”), entered into on the 1st day of March 2008
sets forth the terms and conditions of the Transaction Agreement by and
between:
Nortia
Capital Partners, Inc
000
Xxxxxxx Xxxx Xx.
Xxxxxxxxxx,
XX 00000
000-000-0000
000-000-0000
(Fax)
(hereinafter
referred to as the “Nortia”, “Nortia’s”) and,
Knight
Energy Corp.
000
Xxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
(hereinafter
referred to as “the Company” or “the Company’s”) to act as the Company’s planner
on the matter(s) set forth in this Agreement. In consideration of the mutual
covenants of the parties set forth in this Agreement, the parties agree to
the
following terms, intending to be legally bound:
1. Engagement.
The
Company has asked Nortia to represent the Company, as the Company’s planner with
respect to Nortia assisting the Company with management issues such as mergers
& acquisitions, capital markets strategies, public company issues and
introduction to Investment Banking firms of which the compensations will be
more
particularly described in section 4 of this agreement.
2. Our
Duties.
Under
the
terms of this Agreement and for consideration disclosed herein, Nortia agrees
to
use its best efforts to provide the Company consul with regards to management
issues such as mergers & acquisitions, capital markets strategies, public
company issues and introduction to Investment Banking firms.
3. The
Company’s Duties.
The
Company agrees to use the Company’s best efforts to cooperate with and assist
the Nortia in, rendering the duties, including but not limited to, taking such
actions and providing the Nortia with such documents, data, plans, and other
information requested by Nortia to perform such duties.
4. Compensation
and Expenses
The
Company agrees to pay and will be billed separately for expenses that the Nortia
may incur in its representation of the Company, including but not limited to,
meals, long distance telephone charges, copies, couriers, approved third-party
expenses, printing, and other reasonable expenses. The Company farther agrees
that in the event that travel and or lodging becomes necessary to Nortia, the
Company shall pay for theses expenses in advance. In addition to the Company’s
payment of Nortias expenses, the Company agrees to compensate Nortia with a
monthly cash payment of $20,000 for its services. Additionally, the Company
agrees to compensate Nortia for additional services provided on an individual
basis specifically related to investor presentations, trade shows,
etc..
5. Billing
and Statements
Nortia
will send the Company statements monthly for all expenses and duties performed
since the last statement. These invoices shall be due upon receipt. Finance
charges of one and one-half percent per month will be assessed on all balances
if payment on any invoice is not received within five (5) days after it is
invoiced. Performance Fees shall be due and payable at the closing of completed
transactions. Any Performance Fees not paid at such closing shall accrue
interest at one and one-half percent per month until paid.
6. Term
and Termination.
The
term
of this agreement is one year through February 28, 2009. Either party may
provide the other with a thirty day written notice of intention to terminate.
In
the event that the engagement is terminated, the Company will pay to Nortia
all
expenses incurred through the effective date of the termination, as well as
any
additional compensation payable under the terms of Section 4 above. Nortia
reserves the right to cease work on the Company’s behalf immediately upon notice
in the event that the Company should become delinquent in any of the Company’s
payment obligations. The provisions of Sections 4, 5, 6, 7, 8, and 9 shall
survive the termination or expiration of this Agreement.
7. Agency
and Indemnification.
Nortia
is
an independent contractor and not an employee, or partner of the Company.
Neither of the parties shall undertake to bind the other as a partner or
authorized agent. Nortia will use its best effort to represent the Company
to
others according to the information that the Company provided Nortia. Nortia
does this on the assumption that the information and documents that the Company
provided are complete and accurate. The Company shall undertake to make sure
that the information and documents that the Company give North are complete
and
accurate. The Company agrees to indemnify, defend and hold Nortia and its
owners, officers, employees and agents harmless from any liability, costs
(including attorneys fees and court costs), expenses and damages, relating
to
its engagement by or representation of the Company, or the Company’s breach of
the Company’s obligations contained in this Agreement. The Company will not have
to indemnify the Nortia for its gross negligence or bad faith.
8. Confidentiality.
The
terms
of this Agreement are confidential and shall not be disclosed by either party
without the written consent of the other party, except to each party’s lawyers
or accountants, who shall not disclose it either. Nortia is authorized to
disclose to others its engagement by the Company and to disclose to such parties
any information and documents which Xxxxxx xxxx necessary in order to fulfill
its duties. All documents and information that the Company give Nortia shall
only be used for these purposes. In the event that either of party has
information or documents that are not to be disclosed to any third parties,
such
information or documents shall be appropriately identified and marked
“confidential” and shall not be disclosed without authorization.
9. Jurisdiction
and Venue.
Each
of
the parties hereto waives trial by jury in any action or proceeding of any
kind
or nature in any court in which an action may be commenced by or against one
another which arises out of or relates to this Agreement or Nortias engagement
by or representation of the Company. In addition, each of the parties agrees
that any court located in Dallas County, Texas shall have exclusive jurisdiction
and proper venue to hear and determine any claims described in the preceding
sentence. Each of the parties expressly consents and submits in advance to
such
jurisdiction and venue in any action or preceding in such court. The exclusive
choice of jurisdiction and venue set forth in this Section 9 shall not be deemed
to preclude the bringing of any action for the enforcement of any judgment
obtained in such jurisdiction in any other appropriate enforcement
jurisdiction.
10. Miscellaneous.
Neither
party may assign its rights or obligations under this Agreement to any other
party. The terms of this Agreement shall bind the successors, assigns and
estates of the parties. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect its other provisions, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted. This Agreement constitutes the entire, complete and
definitive agreement between the Company and North. Any prior promises,
communications, warranties, discussions, and representations have been merged
into the terms of this Agreement and are canceled and superseded by it. No
amendment or waiver of the terms of this Agreement or any provision hereof
shall
be effective unless made in a writing signed by both parties. This Agreement
entered into in, and shall be governed by and construed under the laws of the
State of Texas. The headings and captions used in this Agreement are for
convenience of reference only, and shall in no way define, limit, expand or
otherwise affect the meaning or construction of any provision of this Agreement.
Any notice required or permitted to be given pursuant to this Agreement shall
be
deemed sufficiently given when delivered in person or three business days after
being deposited in the United States mail, registered or certified mail, postage
prepaid, addressed to the party to receive such notice using their address
as
set forth on the first page of this Agreement. Either of the parties may by
written notice to the other change the notice address. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be
an
original, but all of which together shall constitute one and the same
agreement.
To
signify the acceptance of these terms each party’s authorized agent executes and
delivers this Agreement as of the date first set forth above.
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By:
______________________________
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Xxxxxxx
X. Xxxxx
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Date:
_________________
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Knight
Energy Corp.
