EX-10.16 2 dex1016.htm INDEPENDENT CONSULTING AGREEMENT INDEPENDENT CONSULTING AGREEMENT
Exhibit 10.16
INDEPENDENT CONSULTING AGREEMENT
This Independent Consulting Agreement (“Agreement”), effective as of the 2nd day of August, 2010 (“Effective Date”) is entered into by and between PUBLIC MEDIA WORKS, INC., a Delaware corporation (herein referred to as the “Company”) and XXXXXXXXX FINANCIAL COMMUNICATIONS, INC., an Oregon corporation (herein referred to as the “Consultant”).
WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTCBB
(a) Consult with and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company in the financial community, and creating the foundation for subsequent financial public relations efforts;
(b) Introduce the Company to the financial community, including, but not limited to, retail brokers, buy side and sell side institutional managers, portfolio managers, analysts, and financial public relations professionals;
(c) With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company’s plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community;
(d) Assist and consult the Company with respect to its (i) relations with stockholders, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally;
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(e) Perform the functions generally assigned to stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to the Consultant by the Company); reviewing press releases before they are released by the Company as well as reports and other communications with or to shareholders, the investment community and the general public; consulting with respect to the timing, form, distribution and other matters related to such releases, reports and communications; and, at the Company’s request and subject to the Company’s securing its own rights to the use of its names, marks, and logos, consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image;
(f) Upon and with the Company’s direction and written approval, disseminate information regarding the Company to shareholders, brokers, dealers, other investment community professionals and the general investing public;
(g) Upon and with the Company’s direction, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to communicate with them regarding the Company’s plans, goals and activities, and assist the Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public;
(h) At the Company’s request, review business plans, strategies, mission statements budgets, proposed transactions and other plans for the purpose of advising the Company of the public relations implications thereof; and
(i) Otherwise perform as the Company’s consultant for public relations and relations with financial professionals.
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4.1
(a) For undertaking this engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue, or have issued, to the Consultant a “Commencement Bonus” of 800,000 (Eight Hundred Thousand) shares of the Company’s common stock (“Common Stock”). This “Commencement Bonus” shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant within 30 days of execution of this Agreement. Additionally, the Company agrees to pay Consultant the sum of $10,000.00 cash per month due and payable on the 2nd of each month of this Agreement with the first such payment due on August 2, 2010.
(b) The Company agrees that the Consultant may, in its sole discretion, extend this agreement for a second six month term beginning on February 3, 2011 and ending on August 3, 2011 and the Company agrees to issue, or have issued to the Consultant an additional “Commencement Bonus” of 1,000,000 (One Million) shares of the Company’s common stock (“Common Stock”) to be issued and delivered to the Consultant within 30 days of the executed agreement extension. Consultant Agrees to notify the Company, in written or electronic form, of its intention to extend the agreement prior to August 2, 2011 and the Company Agrees that, upon this notification, an addendum to this consulting agreement containing the provisions of the agreement extension will be made and ratified by both the Consultant and the Company.
(c) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder.
4.2 The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 2, 2011, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus referred to in paragraph 4.1 hereunder. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be forfeited.
4.3 Consultant agrees that it will not sell or transfer any of these Shares issued to it hereunder prior to the earlier of February 2, 2011 or the termination of this Agreement by the Company.
4.4 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to Consultant.
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4.5 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose.
4.6 In connection with the acquisition of the Shares, Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows:
(a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested.
(b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act.
(c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.
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approved by the Company prior to its incurring an obligation for reimbursement. The Company agrees and understands that Consultant will not be responsible for preparing or mailing due diligence and/or investor packages on the Company, and that the Company will have some means to prepare and mail out investor packages at the Company’s expense.
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To the Company:
Public Media Works, Inc.
Xxxxxxx Xxxxxxxx, Chairman of the Board of Directors
0000 Xxxxxxxxx Xxx Xxxxx 000
Xxxxxxxxx, XX 00000
Tel- 000-000-0000
Fax- 000-000-0000
To the Consultant:
Xxxxxxxxx Financial Communications, Inc.
Xxxxxxx X. Xxxxxxxxx, President
0000 XX Xxxxxxxxxxx Xx. Xxxxx 000
Xxxx Xxxx, XX 00000
Tel – (000) 000-0000
Fax – (000) 000-0000
Xxxx@xxxxxx.xxx
It is understood that either party may change the address to which notices for it shall be addressed by providing notice of such change to the other party in the manner set forth in this paragraph.
15. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Oregon. The parties agree that Clackamas County, Oregon will be the venue of any dispute and will have jurisdiction over all parties.
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AGREED TO: | ||
Company: | ||
PUBLIC MEDIA WORKS, INC. | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: | Chairman of the Board of Directors and its duly authorized agent | |
Consultant: | ||
XXXXXXXXX FINANCIAL COMMUNICATIONS, INC. | ||
By: | /s/ Xxxxxxx Xxxxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxxxx | |
Title: | President and its duly authorized agent |
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