GOLDTECH MINING CORPORATION.
INVESTOR RELATIONS AGREEMENT
This INVESTOR RELATIONS AGREEMENT (the "Agreement") is made and entered
into as of the 22nd day of March, 2004, between INTERNATIONAL SPORTS AND MEDIA
GROUP, INC. dba PAN AMERICAN RELATIONS, with its principal office located at
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 ("PAR") and GOLDTECH
MINING CORPORATION., with its principal office located at 0000 000xx Xxx XX.,
Xxxxxxxx, XX 98004("Company").
W I T N E S S E T H
WHEREAS, subject to and upon the terms and conditions set forth herein,
the Company desires to engage PAR perform Public and Investor Relations
Services, as defined in Section 3 below, for the Company and PAR is willing to
perform such Public and Investor Relations Services.
WHEREAS, GOLDTECH MINING CORPORATION., a publicly traded company on the
OTC: Bulletin Board traded under GMNC and PAR desires to perform certain
services for GOLDTECH MINING CORPORATION. as defined herein on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE in consideration of the promises hereinafter made by the
parities hereto, and on the terms and conditions herein contained, the Company
and PAR agree as follows:
1. Appointment; Acceptance. The Company hereby appoints PAR to render the
Services to be Rendered, set forth in Section 3 below, and PAR accepts
such appointment.
2. Effectiveness and Termination. This Agreement shall be effective as of
the date first set forth above and continue in full force and effect,
on a month to month basis, unless sooner terminated as hereinafter
provided. In no case will this Agreement continue in effect beyondMarch
22nd , 2005.
a. Notwithstanding any other provision contained herein, this Agreement
may be terminated by either party at any time, with or without cause,
upon not less than ten (10) business days' prior written notice
specifying the date of the proposed termination. The notice period
shall be deemed to begin upon receipt of the notice in accordance with
provisions of Section 14 hereof.
b. Unless terminated pursuant to Subsection 2(a) above, the Agreement
shall automatically renew each month until March 22nd, 2005.
c. Upon the termination of this Agreement pursuant to this Section 2, this
Agreement shall become void and have no further effect, and no party
shall have any liability to any other party thereof, except for (i) the
obligation of the Company to pay PAR any due and payable fee(s)
pursuant to Section 5, (ii) the obligation of the Company to reimburse
expenses incurred by PAR pursuant to Section 6, (iii) the
confidentiality obligation of PAR contained in Section 7, and (iv) the
indemnification obligations contained in Section 13, all of which shall
survive such termination.
3. Consulting/Communication Services. Upon request of the Company, PAR
shall consult with and assist the Company with defining corporate
communication strategy, drafting press releases, shareholder
communications and investor relation services. Other services may be
provided that are deemed appropriate by both parties (the
"Consulting/Communication Services").
4. Nature of Relationship. PAR shall perform these services hereunder in
the capacity of an independent contractor and not as an employee or
agent of the Company. Any provision to the contrary in this Agreement
notwithstanding, PAR shall have no power or authority to execute or
otherwise enter into any agreement on behalf of, or in any way to bind,
the Company.
5. Compensation. a. The Company shall pay PAR 25,000 Restricted shares of
stock upon signing of this agreement.
6. Expenses. During the term of this Agreement, to the extent the Company
requests that PAR travel or otherwise incur expenses with respect to
providing services to the Company, the Company shall, when possible,
pay for any and all expenses directly and in advance of such expenses
being incurred. To the extent PAR incurs any such expenses that the
Company does not pay for directly and in advance, the Company shall
reimburse PAR within 15 days of receipt of documentation of such
expenses.
7. Confidentiality and Disclosure. PAR acknowledges that during the course of
performing the Consulting Public Relations Services hereunder, they will be
exposed to and given confidential information about the Company. PAR agrees
that they will not in any way, form or manner disclose such confidential
information to any entity or person for any reason except that PAR may
disclose such information to their agents and representatives as necessary
in order for PAR to render the Consulting Services described hereunder. Any
provision of this Agreement to the contrary notwithstanding, the foregoing
confidentiality obligation shall not apply to: (a) information which is or
becomes public information other than due to PAR's breach of his duty of
confidentiality hereunder; (b) information which has been or is obtained by
PAR from other persons or entities which to the best knowledge of PAR are
not thereby violating any duty of confidentiality to the Company; or (c)
information required to be disclosed by PAR under applicable law if PAR
determines in good faith that PAR is required to disclose such information
and, if practicable, PAR gives notice to the Company of such requirement
prior to disclosing such information. Furthermore, PAR agrees that the
remedy at law for any breach of this Section 7 would be inadequate and that
the Company shall be entitled to seek injunctive relief.
8. Non-Assignability. Neither party hereto shall assign any of its rights
nor delegate any of its obligations hereunder without the prior written
consent of the other party. Any assignment of this Agreement in
contravention of this Section 8 shall be null and void.
9. Entire Agreement. This Agreement constitutes and embodies the full and
complete understanding and agreement of the parties with respect to the
subject matter hereof, supersedes all prior understandings and
agreements, oral or written, and cannot be changed or amended except by
the written agreement of PAR and the Company. This Agreement is not
intended to confer benefits on any person other than the parties
hereto.
10. Parties Bound. The rights and obligations of the Company and PAR under
this Agreement shall inure to the benefit of and shall be binding upon
their respective successors and assigns.
11. Governing Law. The rights and obligations of the parties shall be
governed by, and this Agreement shall be construed and enforced in
accordance with, the laws of the State of California (without regard to
its principals of conflicts of law) as to all matters including but not
limited to matters of validity of construction, effect performance and
remedies.
12. Other Activities of GoldTech Mining Corporation, Inc. Nothing herein
contained shall prevent PAR from engaging in any other business or from
acting as a consultant on any matters for any other person.
13. Indemnification. The Company agrees to indemnify, defend and hold harmless
PAR from and against any and all claims, penalties, damages, losses,
liabilities, obligations, costs, expenses and disbursements (including,
without limitation, fees and disbursements of counsel) of any kind or
nature whatsoever, that may be imposed upon, incurred by or asserted or
awarded against PAR in any way relating to, arising out of or in connection
with any services provided by or to be provided by PAR or the performance
of such services or any other transaction contemplated by or arising from
or in connection with any such services provided by PAR, or any related
claim or investigation, litigation or proceeding, whether or not such
investigation, litigation or proceeding is brought by the Company or any of
its securityholders, creditors or affiliates or by PAR or PAR is otherwise
a party thereto, except to the extent such claim, penalty, damage, loss,
liability, obligation, cost, expense or disbursement is found in a final,
non-appealable judgment by a court of competent jurisdiction to have
resulted directly and primarily from PAR's gross negligence or willful
misconduct. The Company also agrees that PAR shall not have any liability
(whether direct or indirect, in contract or tort or otherwise) to the
Company or any of its securityholders, creditors or affiliates related to
or arising out of any services provided or to be provided by PAR or the
performance of such services or any other transaction contemplated by or
arising from of or in connection with such services provided by PAR, except
to the extent that such liability is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted directly and
primarily from PAR's gross negligence or willful misconduct; provided,
however, that in no event shall PAR be liable for the Company's loss of
profits, business or anticipated savings or for any special, indirect,
consequential or punitive damages whatsoever. The Company and PAR will
promptly notify the other party in writing of the assertion against it or
any other person of any claim or the commencement of any action, proceeding
or investigation relating to or arising out of any services provided or to
be provided by PAR; provided that PAR's failure to so notify will not
affect PAR's right to indemnification except to the extent the Company is
materially prejudiced thereby. The Company agrees that, without PAR's prior
written consent, it will not settle, compromise or consent to the entry of
any judgment in any commenced or threatened claim, action, proceeding or
investigation in respect of which indemnification could be sought under the
provisions of this agreement (whether or not PAR is an actual or potential
party to such claim, action, proceeding or investigation), unless (a) such
settlement, compromise or consent includes an unconditional release of the
PAR from, and holds PAR harmless against, all liability arising out of such
claim, action, proceeding or investigation and (b) the parties agree that
the terms of such settlement remain confidential.
14. Notices. All notices, statements, instructions or the documents
required to be given hereunder shall be in writing and shall be given
either personally, or by mailing the same in a sealed envelope,
first-class mail, postage pre-paid and either certified or registered,
return receipt requested, addressed to or sent by telegram, telex,
telecopy or similar form of telecommunication (with a copy to follow by
mail in the manner described above) to the parties at the addresses set
forth above or the numbers set forth below
if to the PAR at:
Attention: Xxx Xxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxx@xxxx.xxxx
if to GOLDTECH MINING CORPORATION. at:
Attention: Xxxxx X. Xxxxxxx
Phone: ()
Fax:
E-mail: xxxxxxxxxxxxxxxx@xxx.xxx
Any party hereto may from time to time change its address for
communications under this Section 14 by giving written notice of such
changed address to the other party hereto as provided herein.
15. Headings. The headings of the Sections of this Agreement are intended
for convenience of reference only and not to constitute a part hereof
or otherwise to be indicative of the scope or content of the Sections
of this Agreement.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
17. No Waivers. The failure of either party at any time to require
performance by the other party or any provision hereof shall not affect
either party's right to full performance thereof at any time
thereafter. Nor shall the waiver by either party of a breach of any
provision hereof be taken or held to be a waiver of a similar breach in
the future or of any other breach in the future or of any other breach
or nullify the effectiveness of such provision. No waiver shall be
effective unless in writing.
18. Severability. Any provision of this Agreement which is determined to be
invalid or unenforceable shall not affect the remainder of this
Agreement, which shall remain in effect unless the invalid or
unenforceable provision would substantially defeat the basic intent,
purpose or spirit of this Agreement.
IN WITNESS WHEREOF, the Company and PAR have caused this
Agreement to be executed and entered into as of the date first set
forth above.
Pan American Relations Goldtech Mining Corporation.
By: ____________________ ____________________
Name: Xxx Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: President Title: Corporate Secretary, Director and
Legal Counsel
Date: _______________ Date: _______________
