EXHIBIT 10.3
------------
Consulting Agreement between Humana Trans Services Group, Ltd. and NBM
Information Technology, Inc.
NBM
----------------------------
INFORMATION TECHNOLOGY, INC.
EXCLUSIVE INVESTOR RELATIONS SERVICES PROVIDER AGREEMENT
AGREEMENT made this 17th day of December, 2001, by and between Humana Trans
Services Group, Inc. (hereinafter, CLIENT), a Delaware corporation, with
its principal place of business located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
XX 00000 and NBM INFORMATION TECHNOLOGY, INC. (hereinafter, NBM), a New
York corporation, with its principal place of business located at 000
Xxxxxxxxxxx Xxxx - Xxxxx 000, Xxxxxxxx, Xxx Xxxx ll747, upon terms and
conditions as follows:
NBM will provide to CLIENT investor and shareholder relations in the
following areas:
c. news releases
d. advertising
e. financial reporting - Xxxxx filings
f. web site development and hosting
g. shareholder contact
h. investment community and media contact
i. corporate development information
j. marketing
k. crisis communication management
NBM will be available to render all services represented during normal and
customary working hours.
NBM will at all times render the foregoing, and all other services, on a
"best efforts" basis.
It is understood and agreed to by CLIENT, its employees, agents, and
assignors, that during the term of this AGREEMENT, NBM shall be CLIENT'S
exclusive representative for all the services set forth hereinabove.
6. COMPENSATION
a. A non refundable initial client account set-up fee of $350.00 paid by
CLIENT to NBM, And; the following:
(II) $200.00 minimum monthly service fee payable the first day of each
month (pro rata payment for first month's fee), and then
consecutive monthly thereafter each and every month during the
term of, and any extension(s) of this AGREEMENT, terms are net 10
days;
(ii) fees for each CLIENT service required under terms of this
agreement are stipulated in the menu of services, attached hereto
and acknowledge received by CLIENT.
b. From time to time NBM will present for payment receipts for necessary
and reasonable business expenses for any and all tasks assigned by
CLIENT, or required to be rendered to CLIENT under the terms of this
agreement or undertaken by NBM in its discretion in furtherance of
CLIENT business goals and objectives, including but not limited to
travel and entertainment, material supplies, SEC filings, media
releases, and other professional fees. It is agreed that these
expenses, which represent "out of pocket" costs, if any, incurred by
NBM in behalf of CLIENT, will be reimbursed by CLIENT on a "forthwith"
basis. "Forthwith" is to be construed and interpreted as "without
delay", but is in no event, more than 5 business days from the date of
billing.
c. Failure by CLIENT to perform obligations as per the terms of this
paragraph and or for the terms of any clause pertaining to
reimbursement, may result in NBM withholding future services until
compensation is satisfied and current;
d. Except for "CLIENT set up fee", and pro rata first minimum monthly
service fee, which are acknowledged paid commensurate with the
execution of this AGREEMENT, all compensation required as per the
terms of paragraph 1b herein shall accrue as a primary and preferred
obligation of CLIENT to NBM and shall be paid to NBM by CLIENT at such
time as CLIENT is financially able, or commensurate with receipt of
funds from a private placement or public offering, or from any source
whatever, whichever event shall first occur
7. CONFIDENTIALITY
NBM agrees that it will not, without consent, communicate to any individual
or business entity information relating to any confidential material which
it might from time to time acquire with respect to the business of CLIENT,
its affiliates or subsidiaries. This clause shall survive for one year
after the termination of this AGREEMENT.
8. DEFENSE AND INDEMNIFICATION
CLIENT agrees, at its sole expense, to defend NBM, and to indemnify and
hold NBM harmless from any claims or suits by a third party against NBM or
from any liabilities or judgments based thereon, either arising from NBM
performance of services for CLIENT under this AGREEMENT, or arising from
any CLIENT products, or which result from NBM performance of general
services under this AGREEMENT.
9. TERMS AND TERMINATION
This AGREEMENT with all rights and privileges pertaining thereto shall be
for a term of not less than 18 months from the date hereof and shall be
deemed automatically renewed upon its same terms and conditions for an
additional 12 month period unless, not less than 60 days prior to
expiration, either party serves upon the other written notice to terminate.
Said notices shall be in conformance with paragraph "5c." set forth herein.
10. MISCELLANEOUS
a. Any and all work generated on behalf of CLIENT including but not
limited to: databases, models, charts and, presentations, will remain
the sole property of NBM.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and neither NBM nor CLIENT shall have
authority to bind or act as agent for the other or for their
respective employees for any purpose, except as to those NBM tasks,
duties & items enumerated in paragraph 1b herein, unless specifically
agreed to in writing and executed by an officer of each party.
c. Notice given by one party to the other hereunder shall be in writing
and deemed to have been properly given if deposited with the United
States Postal Service, registered or certified mail, addressed as
follows:
HUMANATRANS 000 XXXXXXXXXXX XXXX, XXXXXXXX, XX 00000
NBM 000 XXXXXXXXXXX XXXX - XXXXX 000, XXXXXXXX, XX 00000
d. This AGREEMENT replaces any previous AGREEMENT and the discussions
relating to the subject matters hereof and constitutes the entire
AGREEMENT between CLIENT and NBM with respect to the subject matters
of this AGREEMENT. This AGREEMENT may not be modified in any respect
by any verbal statement, representation, or writing made by any
employee, officer, or representative of CLIENT or NBM unless such
writing is in proper form and executed by an officer of each party.
6. This AGREEMENT is of immediate effect.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the
date first stated above. This AGREEMENT is bound under the Laws of the
State of New York and shall be construed and enforced in accordance with
those laws. Any remedies on breach of the AGREEMENT will be determined
exclusively through binding arbitration provided by the New York State
court system.
By: ___________________________ ________________
Xxx Xxxxxxxxxx- President Date
By: ___________________________ ________________
Xxxxx Xxxxxxx - President Date
MENU OF SERVICES AND PRICING
NEWS RELEASES
-------------
NEWS RELEASE METRO (FIRST 400 WORDS) $275.00
EACH ADDITIONAL 100 WORDS OR FRACTION THEREOF $100.00
NEWS RELEASE NATIONAL $675.00
EACH ADDITIONAL 100 WORDS OR FRACTION THEREOF $250.00
NEWS RELEASE REGIONAL $575.00
EACH ADDITIONAL 100 WORDS OR FRACTION THEREOF $200.00
INDIVIDUAL STATES (ADDITIONAL FEE FOR EACH) $250.00 - $ 500.00
INDUSTRIAL WIRES (ADDITIONAL FEE FOR EACH) $250.00 - $ 2,000.00
SEC REGULATORY FILINGS
----------------------
SEC XXXXX FILING FEE $250.00
CONVERSION OF WORD PROCESSING DOCUMENT **
MORE THAN 6 HOURS NOTICE TEXT PER PAGE $ 20.00
TABLES PER PAGE $ 35.00
LESS THAN 6 HOURS NOTICE TEXT PER PAGE $ 30.00
TABLES PER PAGE $ 55.00
EDITS TO FILING PER 15 MINUTES $ 35.00
** IN ADDITION TO ANY XXXXX FILING FEE
