Newsletter Distribution Agreement
This agreement ("Agreement") is made as of January 23, 2006 ("the Effective
Date") by and between the two companies below:
BT Publishing LLC (BT) and Bloodhound Search Technologies, Inc. (the Company)
00000 Xxxx 000xx Xxxxxx 00000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000 Xxxxx Xxxx, XX 00000
In consideration of the mutual covenants contained herein and on the terms and
conditions set forth below, the Company and BT agree as follows:
1. Provision of Services:
BT agrees to use best efforts in providing services, as described herein, to the
Company, to place at the disposal of the Company, as determined by BT, its
personnel, services, contacts and experience, and to consistently provide
service to the Company as and for the term described herein, to:
a. become familiar with the Company's website, media kits, press
releases and the filings with the U.S. Securities and Exchange
Commission (SEC) as provided to BT by the company in writing;
and
b. BT will prepare and publish a 12-page investment newsletter
focusing primarily on the Company. BT will distribute it under
its own brand name to 500,000 investment newsletter
subscribers. The turnkey project includes the following:
writing and editing the copy, designing the layout, obtaining
necessary recipient lists and coordinating the logistical
process (printing, database merge/purge, mailing).
2. Compensation
Company and BT agree to the following as the compensation or expense
reimbursement for the performance of the services outlined above.
The newsletter discussing the Company will be a sponsored advertisement for
subscriptions. BT's compensation includes the expense reimbursement (see below)
and $15,000. BT expects to generate new subscriber revenue, the amount of which
is unknown at this time, to BT's newsletter through the distribution of the
mailing piece described in this document.
Expense reimbursement: The Company will cover all expenses associated with the
publication. All expense must be pre-approved by the Company and either a) be
paid directly to the corresponding service providers whenever logistically
feasible, or b) to BT. BT estimates these expenses will be approximately
$315,000 for approximately 500,000 copies. However, the final cost will depend
on various issues, including but not limited to the price of paper, printing
costs, graphic design, bulk mail permit, business reply mail permit, mailbox
fees, copies, overnight delivery charges, writing fees, databases rental charges
and postage costs. Both parties understand that the final costs and the final
number of copies mailed may both differ from the original estimate. The printing
company cannot guarantee an exact amount to be printed, the final number of
printed newsletters may be slightly higher or lower. Furthermore, since BT will
rent several investment newsletter subscriber databases, these databases often
have duplicate recipients which will be purged at the time newsletters are
merged, causing the final number of available names to potentially differ from
the original estimate.
3. Liability of BT:
In furnishing the Company the services, as herein provided, neither BT, nor any
officer, director or agent thereof, shall be liable to the Company for errors in
judgment or for anything except willful malfeasance, reckless disregard or bad
faith in the performance of its duties under this Agreement; but in all cases no
liability will extend beyond BT. Company will indemnify and hold harmless BT,
and any related entity, officers, directors, affiliates, attorney, writer,
graphic designer or any other agent retained by BT against any liability, loss,
claim, damage or expense resulting from any violation of law or any regulation
or any agreement by Company or action or inaction by Company, or misstatement of
a material fact or omission of a material fact from information furnished by
Company.
It is further understood and agreed that BT (and others engaged by BT) may rely
upon the information furnished to BT by the Company. The Company represents,
warrants and covenants that such information will be accurate and reliable in
all material respects. The Company and its affiliates represent, warrant and
covenant that it or they shall not fail to disclose any material fact or
information to BT. BT shall not be liable for any loss suffered by the Company
by reasons of the Company's action or non-action on the basis of any advice,
recommendation or approval of any persons, firms, BT or its management,
employees or agents or because of any of the services. In no event shall any
liability of BT exceed the compensation (excluding reimbursed expenses) made by
the Company to BT.
It is also understood and agreed by both parties, that in order to maintain its
independence, BT will be responsible for its own opinions or views regarding the
Company, its future potential, its industry or other related issues. Therefore,
by approving the distribution of the newsletter, the Company simply confirms
that all material information regarding the company or all other information in
the newsletters provided by the Company, are factually correct. Approving the
document for accuracy does not mean that the Company agrees on the views,
opinions or predictions of the newsletter.
Both parties understand that the newsletter is for information, educational and
entertainment purposes only and can not be considered investment advice or a
solicitation to buy or sell securities.
4. Status of BT
BT shall be deemed to be an independent contractor and, except as expressly
provided or authorized in this Agreement, shall have no authority to act for or
represent the Company.
5. Term
The term of this agreement shall be one year from the Effective Date, or until
all newsletters have been mailed out.
6. Indemnification
The Company agrees to indemnify and hold harmless BT, each of its officers,
shareholders, directors, employees, contractors, lawyers, accountants and agents
against any liability, loss, costs, expenses or damages, including but not
limited to, any and all expenses reasonably incurred in investigating, preparing
or defending against any litigation or arbitration, commenced or threatened, or
any claim whatsoever or howsoever caused by reason of any loss or injury
(whether to body, property, personal or business, character or reputation or
otherwise) sustained by any person or entity, or to any person, entity or
property by reason of any act, neglect, default or omission, or any untrue or
alleged untrue statement of a material fact, or any misrepresentation of any
material fact or any breach of any material warranty or covenant of the Company
or any of its agents, employees, or other representatives or affiliates arising
out of, or in relation to, this Agreement, the services to be provided hereunder
and any documents or materials provided to BT in connection with this Agreement.
In the event that BT, however, is held liable, by a court of competent
jurisdiction, for the transactions relating hereto, or otherwise, the Company
agrees and represents that BT's liability is limited to the total compensation,
excluding reimbursed expenses, actually received by BT pursuant to this
Agreement. In no event shall BT be liable for any punitive, incidental or
consequential or other damages to the Company, its stockholders, creditors, or
any other person or entity, even if advised of the possibility thereof.
7. Confidentiality
The Company agrees to provide reasonable security measures to keep all
information of or relating to BT, confidential, though it may and should
disclose this Agreement if and as required by law.
8. Representations
a. Each party agrees that all actions, direct and indirect, taken
by it and its respective agents, employees and affiliates in
connection with the Agreement shall, by best efforts, conform
to all applicable U.S. federal and state security laws, and
the applicable rules and regulations of the SEC or any
self-governing body and all other governmental agencies which
may have jurisdiction over the party taking such actions.
b. Neither BT nor the Company shall make or issue, or cause to be
made or issued, any announcement or written statement
concerning this Agreement without the prior written consent of
the other party.
c. Company understand and agrees that BT makes no representations
or warranties whatsoever regarding (i) the level or likelihood
of success of BT's efforts, (ii) the completeness or accuracy
of any services by BT, or (iii) the results or impact of BT's
performance of any of the services.
d. Company hereby releases BT and all affiliated persons and
firms including officers, directors, shareholders, agents,
representatives and its lawyers and accountants, from any and
all obligations and liabilities whatsoever to the Company
except for the express obligations BT under this Agreement.
e. Company represents that: Company shall never supply BT or any
affiliate with material inside (non-public) information;
Company is not using BT to provide any stock sale offer or
solicitation nor market buy recommendation; Company is a
corporation duly organized, validly existing and in good
requisite power and authority to enter into this Agreement and
carry on its business as now conducted and as proposed to be
done; the capital stock of the Company is authorized for
issue, and issued, and the beneficial ownership of the shares
of each class and series and of the securities in the Articles
of Incorporation or Bylaws of Company or any amendments to
those documents in no way limits or effects this Agreement or
is in contradiction to the terms hereof; all corporate action
on the part of Company, its officers, directors and
shareholders is legal; no consent, approval, order or
authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state, or local
governmental authority on the part of Company is required in
connection with this Agreement; and, there are no actions,
suits, claims, investigations or legal or administrative
proceedings pending to the best of Company's knowledge and
belief, threatened against Company or its directors and
officers, and there are no judgment, decrees or orders of any
court, or government department, commission or agency entered
or existing against Company or its directors and officers or
any of the company's assets and properties.
f. BT represents that its officers, directors, shareholders and
employees have not and will not invest in, purchase, sell or
trade in the securities of the Company.
9. Miscellaneous
a. Gender. Wherever the context shall require, all words herein
in the masculine gender shall be deemed to include the
feminine or neuter gender, all singular word shall include the
plural, and all plural shall include the singular.
b. Severability. If any provision hereof is deemed unenforceable
by a court of competent jurisdiction, the remainder of this
Agreement, and the application of such provision in other
circumstances shall not be affected thereby.
c. Further Cooperation. From and after the date of this
Agreement, each of the parties hereto agrees to execute
whatever additional documentation or instruments as are
necessary to carry out the intent and purposes of this
Agreement or to comply with any law.
d. Waiver. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the waiving party.
e. Expenses. Except as otherwise provided herein, each party
hereto shall bear all expenses incurred by each such party in
connection with this Agreement and in the consummation of the
transaction contemplated hereby and in preparation thereof.
f. Amendment. This Agreement may only be amended or modified at
any time, and from time to time in writing, executed by the
parties hereto.
g. Notices. Any notice, communication, request, reply or advice
(hereinafter severally and collectively called `Notice') in
this Agreement provided or permitted to be given, shall be
made or be served by delivering same by facsimile or by
delivering the same by hand-delivery service, such Notice
shall be deemed given when so delivered. For all purposes of
Notice, the addresses of the parties shall be the last known
address of the party.
h. Captions. Captions herein are for the convenience of the
parties and shall not affect the interpretation of this
Agreement.
i. Counterpart Execution. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument and may be signed by fax.
j. Assignment. This Agreement is not assignable, without the
written consent of the parties.
k. Parties in Interest. Provisions of this Agreement shall be and
inure to the benefit of and be enforceable by the parties and
their heirs, executors, administrators, other permitted
successors and assigns, if any.
l. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties on the subject
matter hereof and supersedes all prior agreements and
understandings.
m. Construction. This Agreement shall be governed by the laws of
Nevada. The parties agree and acknowledge that each party has
reviewed this Agreement and the normal rule of construction
that agreements are to be construed against the drafting party
shall not apply in respect of this Agreement given the parties
have mutually negotiated and drafted this Agreement.
n. Independent Legal Counsel. The parties hereto agree that (i)
each has retained independent legal counsel in connection with
the preparation of this Agreement, (ii) each has been advised
of the importance of retaining legal counsel, and (iii) by the
execution of this Agreement, each party who has not retained
independent legal counsel acknowledges having waived such
right.
The parties have caused this Agreement to be signed by their respective officers
or representatives duly authorized the day and year first written above.
Bloodhound Search Technologies, Inc.
/s/ Xxxxx Xxxxxxxx
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BT Publishing LLC
/s/ Xxxxx X. Xxxxxxx
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