[Letterhead of TransMedia Xxxxx.xxx]
Agreement
This is an Agreement between PMX Communities, Inc., ("Client") and
Madden Company, Inc., (d/b/a TransMedia Group), a Florida corporation
located at 000 Xxxx Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, XX
00000.
1. Governing Law. The laws of the state of Florida shall govern the
terms and conditions of this Agreement.
2. Consideration. In consideration of a pre-paid non-refundable
monthly retainer fee of $3,000.00 plus client-approved expenses, if
any, TransMedia will provide will provide Client with public relations,
promotional and/or marketing services.
3. Additional Consideration. In addition to the consideration
outlined in the Agreement, TransMedia shall be paid by the Client
during the term of this contract shares of PMX Communities, Inc.
"Restricted Shares" as follows:
Month 1: 50,000 shares.
Months 2-5: The greater of 5,000 shares or $3,000.00 of stock using
fifty (50%) percent of the average closing price of the stock on the
preceding 30 days of trading. For example:
i) If the average closing price of the stock on the preceding 30 days
of trading is $.10, then the client would pay TransMedia 60,000 shares.
ii) If the average closing price of the stock on the preceding 30 days
of trading is $.20, then the client would pay TransMedia 30,000 shares.
iii) If the average closing price of the stock on the preceding 30
days of trading is $2.00, then the client would pay TransMedia 5,000
shares.
Month 6: The greater of 5,000 shares or $3,000.00 of stock as
outlined above for months 2-5, plus an additional 150,000 shares.
This share compensation schedule may be modified at any time during the
contract period by mutual agreement of both the Consultant and the
Company.
Note: PMXO stock is expected to commence trading by Friday, December
17, 2010. PMXO must have commenced trading for a minimum of two (2
weeks) for the pricing formula to be used to calculate the amount of
shares due TransMedia. If PMXO is not trading by 12/31/10, the first
stock issuance calculation window will be extended until such time as
the company has been trading for 2 weeks.
The restricted shares are deemed earned in full at time of transfer.
TransMedia acknowledges that it is an accredited investor, as such
phase is defined under the Securities Act of 1933, as amended, and/or
has such knowledge and experience in financial and business to by the
parties hereto.
2
The undersigned understands that the Common Stock being acquired
hereunder has not been registered under the Securities Act of 1933, as
amended, or the securities laws of any state. The Corporation has
granted "Piggyback Registration Rights" to the subscriber of this
stock. The Corporation hereby warrants that if the common stock is not
registered within six months of its issuance, the Corporation will
instruct corporate counsel to assist with providing a legal opinion to
the subscriber for purposes of registering the stock for resale once
the conditions of Rule 144 have been met, and instruct the transfer
agent to remove the restriction from the certificate(s) totaling the
2,750,000 shares to be issued from this subscription agreement;
No Short-selling Ryder. TransMedia hereby agrees that it will not
engage in any short-selling or "hedging" actions against the
anticipated tradability of these shares, and that such activities would
void the issuance of these shares and that the client could either
elect to pay TransMedia cash in lieu of the shares or cancel the
contract at its discretion.
4. Exclusivity of Representation. TransMedia agrees that during the
term of this contract and for a period of 180 days thereafter it will
not represent any other Gold Bullion Sales Company, Gold Bullion
Vending Company or Gold Bullion based investment fund, financial
services company or precious metals based marketing concept including
but not limited to Kitco Metals, Inc., Ex Oriente Lux, Gold-to-go, Gold
Money, etc.
5. Duration. This Agreement shall be binding, upon signing, for a
period of six consecutive months beginning December 6, 2010.
6. Expenses.
a. Client will be responsible for only expenses approved in advance
that are incurred in executing this Agreement. Expenses shall include,
but are not limited to; LD phone/fax, overnight shipping, regular
shipping, messenger, photocopies, postage, PR Newswire, broadcast
monitoring and media placement retrieval. They also may include
travel, photography, video production, design, printing, and clipping
service, if ordered by Client. The Client must approve any single
expense, in writing, over $50 in advance. Client will reimburse
TransMedia for any expenses incurred on Client's behalf within 10 days
of receipt of expense invoice.
Best Efforts. While TransMedia, since its inception in 1981 has
successfully generated regional, national and international media
exposure for a variety of clients, it makes no specific claims or
guarantees concerning either the amount or quality of press coverage it
expects to generate from its best efforts to promote client's business
affairs, management, products, services, community service,
sponsorships, etc.
Hold Harmless. If Client misrepresents and submits inaccurate
information, Client shall indemnify and hold TransMedia harmless from
and against any and all claims, liabilities or damages arising from the
preparation, presentation or issuance of any public relations,
marketing or promotional material (news releases, etc.) in counsel. If
any claim is made against TransMedia Group or its marketing affiliate,
Madzone Marketing LLC dba Shop laughing or any shareholder, officer or
director for damages for injuries caused to persons or property as a
result of any defect, mishandling or failure of any product promoted or
marketed by TransMedia or any of its assigns, affiliates or strategic
partners, the client shall indemnify and hold harmless all of the
aforementioned entities and individuals for all claims, damages,
attorneys fees, reasonably incurred costs.
Cancellation. To cancel the Agreement, either party must give sixty
(10) days written notice any time after the first ninety (90) days.
Severability. The invalidity of any one or more of the words, phrases,
sentences, clauses, or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement
or any part thereof, all of which are inserted conditionally on their
being valid in law, and, in the event that any one or more of the
words, phrases, sentences, clauses or sections contained in this
Agreement shall be declared invalid, this Agreement shall be construed
as if such section or sections had not been inserted. If such
invalidity is caused by length of time or size of area, or both, the
otherwise invalid provision will be considered to be reduced to a
period or area which would cure such invalidity.
Binding On Successors. Each and every provision hereof shall inure to
the benefit of and shall be binding upon the heirs, assigns, personal
representatives, executors and administrators of each party, and all
successors in the interest of the parties. No person shall have a
right or cause of action arising or resulting from this agreement
except those who are parties to it and their successors in interest.
Independent Contractors. Client and TransMedia are independent
contractors under this Agreement, and nothing herein shall be construed
to create a partnership, joint venture, franchise or agency
relationship between them. Neither party has any authority to enter
into agreements of any kind on behalf of the other party without prior
written approval.
Payment Policy. All payments due to TransMedia shall be paid at and
sent to TransMedia Group's main address, 000 X. Xxxxxxxx Xxxx Xx.,
Xxxxx 000, Xxxx Xxxxx, XX 00000. The initial retainer is due upon
signing. All credit card payments are final. Client shall not file
any objection or dispute to any credit card payment. All amounts due
TransMedia shall be paid promptly within ten (10) days of billing. Any
account not paid in full shall be subject to a one and one-half percent
(1 1/2%) service charge on the past due balance each month until the
balance due is paid in full. This amounts to eighteen percent (18%)
annually on the unpaid balance. If the maximum annual service charge
allowed by state law is less than eighteen percent (18%), the maximum
interest rate allowed by state law shall apply. Should the client's
account be turned over for collection to an attorney or collection
agency, the client agrees to pay all court costs and TransMedia's
reasonable attorney's fees if TransMedia prevails. Furthermore neither
party shall commence litigation for any claim arising under this
contract without first attending mediation with a certified civil
mediator. Client shall pay one half (1/2) of all mediation costs.
Entire Agreement. This Agreement sets forth all of the covenants,
promises, agreement, conditions, either oral or written, between them
other than herein set forth. No subsequent alteration, amendment,
change or addition to this Agreement shall be binding upon either party
unless reduced in writing and signed by them. Venue for any and all
legal proceedings for actions arising under this contract shall be Palm
Beach County, Florida.
The signatories certify that they are acting as an agent of, and have
authority to contractually bind their respective companies. That these
terms are acceptable to all parties is evidenced by their signatures
below.
/s/Xxxxxx X. Xxxxxx 12/6/10 /s/Xxxxxxx X. Xxxxx 12/6/110
---------------------- ------- ------------------- --------
Xxxxxx X. Xxxxxx Date Xxxxxxx X. Xxxxx Date
Chairman & CEO President, CEO
TransMedia Group PMX Communities, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
