Exhibit 10.15
NATIONAL FINANCIAL COMMUNICATIONS CORP.
CONSULTING AGREEMENT
AGREEMENT made as of the 9th day of May, 2006 by and Pediatric Prosthetics,
Inc., maintaining its principal offices at 00000 Xxxxxx Xxxxx Xx, 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 000 Xxxxxxxx Xx, Xxxxx 000,
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. IT IS EXPRESSLY AGREED THAT ANY WARRANTS ISSUED TO A THIRD
PARTY ARE NOT TO BE INCLUDED IN THE TRANSACTION FEE DUE TO THE
COMPANY.
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 to 3% TO 10% of the dollar value of a
given Transaction. Such fees shall be paid by certified funds
IMMEDIATELY UPON CLIENT'S RECEIPT OF FUNDS.
Term and Termination. This Agreement shall be for a period of one year
commencing May 9, 2006 and terminating May 8, 2006 . If the Client does not
cancel the contract during the term, the contract will be automatically extended
for an additional three months. Either party hereto shall have the right to
terminate this Agreement upon 15 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. This Agreement shall be governed by the
laws of the Commonwealth of Massachusetts without giving effect to the principle
of conflict of laws. Each party acknowledges to the other that courts within the
City of Boston, Massachusetts shall be the sole and exclusive forum to
adjudicate any disputes arising under this agreement. In the event of delinquent
fees owed to the Company, Client will be responsible for pay for all fees
associated with the collection of these fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
National Financial Communications Corp.
By: ------------------------- -------------------
Xxxxxxxx Xxxxx, President Date
Pediatric Prosthetics, Inc.
By: --------------------------- -------------------
Xxxxxxx Xxxx, VP Operations Date
SCHEDULE A-1 PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES.
SCHEDULE A-2 GRANT OF OPTIONS TO NATIONAL FINANCIAL COMMUNICATIONS CORP. IN
ADVANCE OF SERVICES RENDERED
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 the sum of $7,500 PER MONTH,
payable in cash and/or free-trading shares. If the Client decides to pay for the
entire base fee with 100% shares vs. cash, the Client must also issue three
months worth of base fees at the signing of this agreement in those shares. The
amount of shares will be determined by the bid price at the date of this
contract. The Company will keep an accounting of the sales of stock and deduct
those net proceeds from the base fee per month owed. If those net proceeds
exceed the monthly fee, the excess amount will be credited to the next month's
monthly fee. If there are not enough dollars to cover the monthly fee, the
Client will either pay additional shares or cover the deficit or the Client will
pay the deficit in cash for that particular month.
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. Shares will be accepted for payment of expenses in the same manner as
the base fee per month in Paragraph A above.
National Financial Communications Corp.
By: ------------------------- -------------------
Xxxxxxxx Xxxxx, President Date
Pediatric Prosthetics, Inc.
By: --------------------------- -------------------
Xxxxxxx Xxxx, VP Operations Date
SCHEDULE A-2
GRANT OF OPTIONS TO NATIONAL FINANCIAL COMMUNICATIONS CORP. IN ADVANCE OF
SERVICES RENDERED
X. Xxxxx of Options and Option Exercise Price. As compensation
for the services to be rendered by Company hereunder, Client herewith
issues and grants to Company stock options (the "Options") to purchase
an aggregate of 1,000,000 shares of Client's Common Stock at an
exercise price of $.10 per share, 1,000,000 shares of Client's Common
Stock at an exercise price of $.20 per share, and 1,000,000 shares of
Client's Common Stock at an exercise price of $.30 per share. The
Options are exercisable during the period commencing on the date
hereof and ending three years subsequent to the termination date of
this Agreement. These restricted shares will be issued to the Company
upon the signing of this Agreement and held by the Client until
payment is made.
B. Manner of Exercise. Exercise of any of the Options by Company
shall be by written notice to Client accompanied by Company's
certified or bank check for the purchase price of the shares being
purchased. Upon receipt of such notice and payment, Client shall
promptly cause to be issued, without transfer or issue tax to the
option holder or other person entitled to exercise the option, the
number of shares for which the Option has been exercised, registered
in the name of Company. Such shares, when issued, shall be fully paid
and non-assessable.
C. Option Shares. Company acknowledges that any shares which it
may acquire from Client pursuant to the exercise of the Options
provided for herein will not have been registered pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and
therefore may not be sold or transferred by Company except in the
event that such shares are the subject of a registration statement or
any future sale or transfer is, in the opinion of counsel for Client,
exempt from such registration provisions. Company acknowledges that
any shares which it may acquire pursuant to the exercise of the
Options will be for its own account and for investment purposes only
and not with a view to the resale or
redistribution of same. Company further consents that the
following legend be placed upon all certificates for shares of Common
Stock which may be issued to Company upon the exercise of the Options:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION
IS NOT REQUIRED."
Company further consents that no stop transfer instructions being placed against
all certificates may not be issued to it upon the exercise of the Options.
(i) If the Client executes a Registration during the term of
the contract, then the Company's shares will be added to this
Registration at no cost to the Company. The Client shall bear all
costs and expenses attributable to such registration, excluding
fees and expenses of Company's counsel and any underwriting or
selling commission. Client shall maintain the effectiveness of
such registration throughout the term of this Agreement and for a
120 day period thereafter.
(ii) Notwithstanding the foregoing, if the Shares issuable
upon exercise of the Options are not otherwise registered under
the Securities Act and the Client shall at any time after the
date hereof propose to file a registration statement under the
Securities Act, which registration statement shall include shares
of Common Stock of Client or any selling shareholder, Client
shall give written notice to Company of such proposed
registration and will permit Company to include in such
registration all Shares which it has acquired as of the date of
such notice. The Client shall bear all costs and expenses
attributable to such registration, excluding fees and expenses of
Company's counsel and any underwriting or selling commission.
D.Adjustments in Option Shares.
(i) In the event that Client shall at any time sub-divide
its outstanding shares of Common Stock into a greater number of
shares, the Option purchase price in effect prior to such
sub-division shall be proportionately reduced and the number of
shares of Common Stock purchasable shall be proportionately
increased. In case the outstanding shares of Common Stock of
Client shall be combined into a smaller number of shares, the
Option purchase price in effect immediately prior to such
combination shall be proportionately increased and the number of
shares of Common Stock purchasable shall be proportionately
reduced.
(ii) In case of any reclassification or change of
outstanding shares of Common Stock issuable upon exercise of this
Option (other than change in par value, or from par value to no
par value, or from no par value to par value, or as a result or a
subdivision or combination), or in case of any consolidation or
merger of the Client with or into another corporation (other than
a merger in which the Client is the continuing corporation and
which does not result in any
reclassification or change of outstanding shares of Common
Stock, other than a change in number of the shares issuable upon
exercise of the Option) or in case of any sale or conveyance to
another corporation of the property of the Client as an entirety
or substantially as an entirety, the Holder of this Option shall
have the right thereafter to exercise this Option into the kind
and amount of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of
Common Stock of the Client for which the Option might have been
exercised immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. The above provisions
shall similarly apply to successive reclassifications and changes
of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.
(iii) The Company reserves the right to assign these options
to a third party at its own discretion,BUT AS A COURTESY TO THE
CLIENT, THE COMPANY WILL ADVISE CLIENT OF SUCH ASSIGNMENT PRIOR
TO EXECUTION.
National Financial Communications Corp.
By: ------------------------- --------------------
Xxxxxxxx Xxxxx, President Date
Pediatric Prosthetics, Inc.
By: ---------------------------- --------------------
Xxxxxxx Xxxx, VP Operations Date
