Exhibit 10.1
QUALIFIED COLLABORATION SOLUTIONS for RETAIL
August 12, 1997
Her Goede Paard b.v.
Wijchenseweg 112
6538 SX Nijmegen
P.O. Box 6641
6503 GC Nijmegen
The Netherlands
Dear Xxxxx Xxxxxxxxx:
The purpose of this letter is to establish an agreement between Het
Goede Paard (the "Finder") and QCS Corporation (the "Company") for the
purpose of arranging for prospective investors introduced to the Company by
the Finder to acquire equity interests in the Company with a value of $1.50
per share or greater (a "Placement") and to assist with the marketing of the
Company. The terms of this Agreement are as follows:
1. On the date of this Agreement, and from time to time thereafter,
the Finder shall submit a list of prospective investors to the Company.
Within five days after receipt of such list, the Company shall identify in
writing to the Finder the prospective investors which meet its approval and
which have not already been contacted by the Company regarding the Placement
(the "Prospects"). The Finder shall only be entitled to a fee hereunder with
respect to the Prospects which have been so approved by the Company.
2. Thereafter, the Finder shall a) contact the Prospects and
determine their interest in entered into discussions with the Company
regarding the Placement; b) inform such Prospects of the requirements of the
Company as to the Placement; c) ascertain, as to the Prospects interested in
entering into discussions with the Company regarding the Placement, the terms
and conditions under which such Prospects would proceed with negotiations and
inform the Company of such terms and conditions; d) fully inform the
Prospects of the Copy's technology and its business; and e) act as a liaison
between the Company and the interested Prospects to arrange all necessary
meetings between the parties and act as advisor to the Company at such
meetings.
3. a. During the term of this Agreement, upon the closing of the
Placement involving an equity investment made by one or more of the Prospects
in the Company, the Finder shall be entitled to a "finder's fee" of 5% of
aggregate amount of the equity investments in the Placement by the Prospects
to be paid in the following manner: 70% in the form of warrants to purchase
shares of capital stock of the Company on the same terms and conditions as
the Placement (the "Warrants") and 30% in cash.
[LETTERHEAD]
b. The Finder's reasonable travel and accommodation expenses
will be reimbursed by the Company.
c. The Warrants shall be issued to the Finder on the closing
date of the Placement and shall expire three years following such closing
date. The value of the Warrants shall be equal to the aggregate exercise
price of the Warrants. The cash portion of the finder's fee and expenses
shall be paid within 15 days of the closing date of the Placement
4. The Finder shall assist the Company with investor relations
including introducing the Company to investment bankers. The Finder shall
also assist the Company in preparing its financial presentations and
strategies for investors.
5. This Agreement shall be non-exclusive to the Finder. The Company
may employ other finders or seek an equity investment on its own initiative,
utilizing its own or their contacts and sources, without obligation to the
Finder hereunder.
6. This Agreement shall have a term of six months from the date it
is signed by both parties, unless extended by mutual written agreement of the
parties. Either party may terminate this Agreement at any time effective upon
delivery of written notice to the other party. Should the Company continue in
active discussions with the Prospects after any termination date, the
finder's fee shall be paid by the Company for any Placement that is completed
with a Prospect within six months of the termination date. The Finder shall
have no claim to any fee or override for any agreement entered into between
the Company and any Prospect more than six months after the date of
termination.
7. The Finder will treat all information which it receives from the
Company in a confidential manner (other than information that is or becomes
publicly available other than as a result of the wrongful or unlawful
disclosure by the Finder) and will use the same degree of care to prevent
inappropriate dissemination of such information as it would employ in the
protection and preservation of confidential information about its own
business. The Finder specifically agrees that it will not (except as required
by applicable law, regulation or legal process) disclose to any third party
any information received from the Company which is confidential and is not
publicly available. The Finder further agrees that monetary damages would not
be an adequate remedy for breach of the covenants contained in this paragraph
and that the Company will be entitled to injunctive relief for any such
breach.
8. This Agreement constitutes the final, complete and exclusive
understanding and agreement between the parties hereto with respect to the
subject matter hereof. This Agreement cannot be modified or amended except by
a writing executed by the party to be charged therewith.
[LETTERHEAD]
9. This Agreement shall be deemed to have been made in, and shall be
construed pursuant to, the substantive and procedural laws of the State of
California. The parries hereby consent to the judicial jurisdiction of the
court and arbitrators of the State of California, County of Santa Xxxxx, as
to any action instituted by either party arising out of or related to this
Agreement.
10. The Finder represents that he does not engage either for all or
part of his time, directly or indirectly, as agent, broker or principal, in
the business of offering, buying, selling, or otherwise dealing or trading in
securities issued by another person.
11. The Finder shall not provide any Prospect with any written
material related to the Company unless such written material has previously
been approved by the Company and shall not make any other representation on
behalf of the Company. Further, the Finder agrees to indemnify, defend and
hold the Company harmless for any claim based upon any representation by the
Finder or written material provided by the Finder which is not previously
approved by the Company.
If the terms of the engagement as set forth in this letter arc
satisfactory, please sign this letter agreement and return it to the
undersigned.
Sincerely yours,
QCS CORPORATION
Xxxxxx xxx Xxxxxxxxx
President & CEO
AGREED AND ACCEPTED THIS ___ DAY OF AUGUST, 1997:
Het Goede Paard b.v. QCS Corporation
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Represented by Xxxxx Xxxxxxxxx Xxxxxx xxx Xxxxxxxxx
[LETTERHEAD]
