N A T I O N A L F I N A N C I A L C O M M U N I C A T I O N S C O R P.
C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 1st day of February, 2000 by and between
Affordable Telecommunications Technology, maintaining its principal offices at
0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as "Client")
and National Financial Communications Corp. DBA/ OTC Financial Network, a
Commonwealth of Massachusetts corporation maintaining its principal offices at
0000 Xxxxx Xxxxx Xxx, Xxxxxxx, XX 00000 (hereinafter referred to as the
"Company").
W I T N E S S E T H :
WHEREAS, Company is engaged in the business of providing and rendering
public relations and communications services and has knowledge, expertise and
personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Company for the purpose of
obtaining public relations and corporate communications services so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Company. Client herewith engages
Company and Company agrees to render to Client public relations,
communications, advisory and consulting services.
A. The consulting services to be provided by the Company shall include,
but are not limited to, the development, implementation and maintenance of an
ongoing program to increase the investment community's awareness of Client's
activities and to stimulate the investment community's interest in Client.
Client acknowledges that Company's ability to relate information regarding
Client's activities is directly related to the information provided by Client to
the Company.
B. Client acknowledges that Company will devote such time as is
reasonably necessary to perform the services for Client, having due regard for
Company's commitments and obligations to other businesses for which it performs
consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay the Company, as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred by
Company on Client's behalf, in the manner set forth in Schedule A annexed to
this Agreement which Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement
referred to in Section 2(A) above, Company shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described below)
between Client and any other company, entity, person, group or persons or other
party which is introduced to, or put in contact with, Client by Company, or by
which Client has been introduced to, or has been put in contact with, by
Company. A "Transaction" shall mean merger, sale of stock, sale of assets,
consolidation or other similar transaction or series or combination of
transactions whereby Client or such other party transfer to the other, or both
transfer to a third entity or person, stock, assets, or any interest in its
business in exchange for stock, assets, securities, cash or other valuable
property or rights, or wherein they make a contribution of capital or services
to a joint venture, commonly owned enterprise or business opportunity with the
other for purposes of future business operations and opportunities. To be a
Transaction covered by this section, the transaction must occur during the term
of this Agreement or the one year period following the expiration of this
Agreement.
The calculation of a Transaction Fee shall be based upon the total value of the
consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to, the Client and shall equal 5% of the
dollar value of the Transaction. Such fee shall be paid by certified funds at
the closing of the Transaction.
Term and Termination. This Agreement shall be for a period of
nine months commencing February 1, 2000 and terminating November 1, 2000. If the
Client does not cancel the contract during the term, the contract will be
automatically extended for an three months. Either party hereto shall have the
right to terminate this Agreement upon 30 days prior written notice to the other
party after the first 90 days.
Treatment of Confidential Information. Company shall not
disclose, without the consent of Client, any financial and business information
concerning the business, affairs, plans and programs of Client which are
delivered by Client to Company in connection with Company's services hereunder,
provided such information is plainly and prominently marked in writing by Client
as being confidential (the "Confidential Information"). The Company will not be
bound by the foregoing limitation in the event (i) the Confidential Information
is otherwise disseminated and becomes public information or (ii) the Company is
required to disclose the Confidential Informational pursuant to a subpoena or
other judicial order.
Representation by Company of other clients. Client acknowledges
and consents to Company rendering public relations, consulting and/or
communications services to other clients of the Company engaged in the same or
similar business as that of Client.
Indemnification by Client as to Information Provided to Company.
Client acknowledges that Company, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information supplied to
it by Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Company.
Independent Contractor. It is expressly agreed that Company is
acting as an independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident
insurance on Company or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either
party without the written consent of the other party.
Notices. Any notice to be given by either party to the other
hereunder shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to such party at the address specified
on the first page of this Agreement or such other address as either party may
have given to the other in writing.
Entire Agreement. The within agreement contains the entire
agreement and understanding between the parties and supersedes all prior
negotiations, agreements and discussions concerning the subject matter hereof.
Modification and Waiver. This Agreement may not be altered or
modified except by writing signed by each of the respective parties hereof. No
breach or violation of this Agreement shall be waived except in writing executed
by the party granting such waiver.
Law to Govern; Forum for Disputes. The Company and the Client
agree that any legal disputes that may occur between the Company and the Client,
and that arise out of, or are related in any way to, the Company contract with
the Client and/or its performance of services under the Contract or the
termination of this contract, and which disputes cannot be resolved informally,
shall be resolved exclusively through final and binding private arbitration
before an arbitrator mutually selected by the Company and the Client with each
party to bear its own costs and attorney fees. If the Company and the Client are
unable to agree upon an arbitrator within twenty-one (21) days after either
party made a demand for arbitration, the matter will be submitted for
arbitration to the Boston office of the American Arbitration Association
pursuant to the rules governing contract dispute resolution in effect as of
December 1, 1998. Notwithstanding the foregoing, in no event shall a demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute, or other matter in question would be
barred by the applicable statutes of limitation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
National Financial Communications Corp.
By:
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Xxxxxxxx Xxxxx, President
Affordable Telecommunications Technology
By:
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Xxxxx Xxxxxx, Authorized Agent
SCHEDULE A-1
PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Company during the
term of the Agreement, Client shall pay to Company three installments of 150,000
free-trading shares for a total of 450,000 free-trading shares beginning with
the first installment upon the signing of this contract. The other two
installments with be paid after each 90 day period from the starting date of
this contract.
B. Client shall also reimburse Company for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in excess of
$250 either verbally or written except upon the prior approval of the Client.
Company agrees that any travel, entertainment or other expense which it may
incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred.
National Financial Communications Corp.
By:
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Xxxxxxxx Xxxxx, President
Affordable Telecommunications Technology
By:
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Xxxxx Xxxxxx, Authorized Agent
