Exhibit 10.56
ROTARY POWER INTERNATIONAL, INC.
X.X. XXX 000
XXXX-XXXXX, XX 00000
November 1, 1999
Xx. Xxxxxx X. XxXxxxx
Londonderry Capital Structuring Ltd.
00 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Dear Xx. XxXxxxx:
RE: AGREEMENT FOR INVESTOR RELATIONS SERVICES
This letter will confirm that Rotary Power International, Inc. (the
"Corporation") wishes to retain your services as an investor relations
consultant on the following terms: This agreement is effective on the date
accepted by Londonderry Capital Structuring Ltd.
1. SERVICES Londonderry Capital Structuring Ltd. (the "Consultant")
will perform services for the Corporation in areas of
shareholder communications, investor relations and such
other matters as agreed on from time to time between the
Corporation and the Consultant as more specifically set
out in the description of Londonderry Capital
Structuring Ltd. Process, attached as Schedule A,
(collectively the "Services") and herein incorporated by
reference. The Consultant agrees to perform the Services
with the normal standard of care, skill and diligence
provided by a professional similar to that hereunder and
acknowledges that the Corporation will be relying on the
accuracy, competence and completeness of the Services as
so performed.
2. TERM This Agreement shall be effective from the date of
signing by both parties until December 31, 2000 and
shall be renewable upon written agreement by both
parties within 60 days prior to termination date.
3. FEE Two Thousand Dollars ($2,000 U.S.) for November and
December, 1999 and thereafter, Five Thousand Dollars
($5,000 U.S.) per month such Fee amounts, subject to any
necessary regulatory approvals, shall be payable
monthly, on the last day of each month.
4. CONFIDENTIALITY The Consultant agrees that it will not disclose to any
third party, without the prior written consent of the
Corporation, and consistent with confidentiality
obligations, any information obtained by the Consultant
in connection with performing the Services regarding the
Corporation or its affairs, provided that the Consultant
may disclose such information as reasonably necessary in
performing the Services hereunder, provided that such
disclosure be in accordance with the continuous
disclosure requirements of the securities regulatory
authorities applicable to the Corporation.
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5. CONFLICTS OF The Consultant agrees to be bound by all rules, policies
INTEREST and procedures as adopted from time to time by the
Corporation regarding conflicts of interest among the
Corporation and its directors and officers and agrees to
execute such other documents and do such other things as
may be necessary in accordance with such rules, policies
and procedures of the Corporation.
6. TERMINATION Services shall be terminable by the Corporation at any
time with a thirty (30) day period of notice in writing
to the Consultant. Excepting that termination may not be
exercised during any period during which the consultant
or any affiliate thereof has been retained by the
corporation to search for new investment funds except
for cause.
7. TAXES Londonderry Capital Structuring Ltd. shall be solely
responsible for all taxes and government fees relating
to Fees paid under this Agreement.
8. DISPUTE RESOLUTION This Agreement shall be, in all respects, subject to and
interpreted, construed, and enforced in accordance with
the laws of New Jersey. Any disputes arising under this
Agreement shall be negotiated in good faith by the
parties and failing resolution through such direct
negotiations by the parties, both parties hereby agree
to submit their dispute to arbitration through a
competent, mutually agreed upon arbitrator.
9. ENTIRETY The terms and provisions herein contained constitute the
entire agreement relating to the subject matter of this
Agreement between the parties and shall supersede all
previous and or written communications.
We sincerely look forward to your acceptance of the above-noted terms and to the
development of a long and successful relationship.
Yours very truly,
ROTARY POWER INTERNATIONAL, INC.
/s/Xxx Xxxxx
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Xxx Xxxxx
President
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The above terms and conditions of the AGREEMENT FOR INVESTOR RELATIONS SERVICES
are accepted and agreed to as of this ___ day of November, 1999.
LONDONDERRY CAPITAL STRUCTURING LTD.
Per:/s/Xxxxxx X. XxXxxxx
--------------------------------
Xxxxxx X. XxXxxxx
President
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SCHEDULE "A"
AGREEMENT FOR INVESTOR RELATIONS SERVICES
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LONDONDERRY CAPITAL STRUCTURING LTD. PROCESS
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LONDONDERRY CAPITAL STRUCTURING LTD. THREE-TIER PROCESS
Londonderry Capital Structuring Ltd. Three-Tier Process consists of the Primary
IR, the ongoing investors' communication group, in charge of positioning
funding, writing press releases and distributing them to the appropriate wire
sources. Primary IR will manage the Secondary and Tertiary IR, ensuring that
potential investors have all the information they require. The Secondary IR are
consultants that Londonderry Capital Structuring Ltd. is affiliated with that
will assist in positioning financings and supply Rotary Power International,
Inc. with qualified potential investors. The Tertiary IR is an electronic client
database of potential investors that Londonderry Capital Structuring Ltd. has
access to. The Secondary and Tertiary IR assist Londonderry Capital Structuring
Ltd. in expanding Rotary Power International, Inc.'s potential investor client
base.
I. PRIMARY INVESTOR RELATIONS
The IR team will be continually in contact with both present and potential
investors and receive all new leads and follow them up. Londonderry Capital
Structuring Ltd. will manage the Secondary and Tertiary IR.
Londonderry Capital Structuring Ltd. will provide the following services and
products:
A. Investment Community Contact
1. Regular calls, throughout each month, to analysts, brokers, fund
managers, and key investors
2. Conference calls
3. Investment conferences
4. Coordination of presentations by Rotary Power International, Inc.
to analysts, brokers and fund managers
B. Reporting to Management
1. Written guidelines and performance expectations / reporting
2. Regular meetings with management to maintain I.R. course and
information flow to investment community
C. Disclosure and Publicity
1. News Releases
a. Financial
b. New products, contracts, corporate development
c. Acquisitions
d. Executive and Capital changes
Initials: RMc RMc KB KB
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2. Story Placement
a. Newsletters
b. Wire services
c. Industry & financial media
D. Setting Rotary Power International, Inc.'s Strategy
1. Defining key messages (investor hot buttons)
2. Defining goals
3. Analyzing peer group
4. Analyzing industry
E. Corporate Communications Tools - design, writing, editing
1. Investor Kits
a. Fact Sheet
b. Folder or Cover
c. Company Profile
d. Annual Report
e. Product / Service brochures
2. Slide Shows, Presentations
3. Web Site design and maintenance subject to periodic Rotary Power
International, Inc. approval and coordination.
II. SECONDARY INVESTOR RELATIONS
The Secondary Investor Relation Groups are primarily consultants with loyal
client bases of varied investment experience. They control an important asset in
their large databases of potential investors that have previously profited from
their advice and judgement. Londonderry Capital Structuring Ltd. will coordinate
the movement of Rotary Power International, Inc.'s information to the IR
consultants and they in turn present Rotary Power International, Inc. to their
database of potential investors.
III. TERTIARY INVESTOR RELATIONS
The Tertiary Investor Relations is Londonderry Capital Structuring Ltd.'s access
to external electronic databases and also additional IR groups, promoters,
market makers and broker/dealers. Like the Secondary Investor Relations
Londonderry Capital Structuring Ltd. uses this to extend Rotary Power
International, Inc.'s investor base and to reinforce a higher trading level when
acquisitions or financings are imminent.
Initials: /s/ RMc /s/ KB
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