Exhibit 10.21
[LETTERHEAD OF EQUITY ALLIANCE]
WITNESSETH:
AGREEMENT made as of the 17th day of October 2005 by and between Equity Alliance
International LLC. (hereinafter referred to as Equity Alliance International
LLC") and MidNet Inc.(hereinafter referred to as "M1DX").
WHEREAS, Equity Alliance International LLC is engaged in the business of
providing and rendering public relations and communications services and has
knowledge, expertise and personnel to render the requisite services to MIDX; and
WHEREAS, MIDX is desirous of retaining Equity Alliance International LLC for the
purpose of obtaining public relations and corporate communications services so
as to better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
1. ENGAGEMENT OF EQUITY ALLIANCE INTERNATIONAL LLC. MIDX herewith engages
Equity Alliance International LLC and Equity Alliance International
LLC agree to render to MIDX public relations, communications, advisory
and consulting services.
A. The consulting services to be provided by Equity Alliance
International LLC shall include, but are not limited to, the
development, implementation and maintenance of an ongoing program
to increase the investment community's awareness of MIDX's
activities and to stimulate the investment community's interest
in MIDX. MIDX acknowledges that Equity Alliance International
LLC's ability to relate information regarding MIDX's activities
is directly related to the information provided by MIDX to Equity
Alliance International LLC.
B. M1DX acknowledges that Equity Alliance International LLC will
devote such time as is reasonably necessary to perform the
services for MIDX, having due regard for Equity Alliance
International LLC's commitments and obligations to other business
for which it performs consulting services.
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COMPENSATION AND EXPENSE REIMBURSEMENT.
MIDX will pay Equity Alliance International LLC, 900,000 restricted shares of
MIDX Common Stock as compensation for the services provided for IN THIS
Agreement and as reimbursement for expenses incurred by Equity Alliance
International LLC MIDX's behalf; in the manner set forth Schedule A annexed to
this Agreement, which Schedule is incorporated herein by reference.
TERM AND TERMINATION. This Agreement shall be for a period of 6 months,
commencing November 1, 2005 and terminating May 1, 2006. Either party hereto
shall have the right to terminate this Agreement upon (14) days prior written
notice to the other party. Upon termination, the 900,000 shares issued hereunder
shall be nonrefundable, in whole or in part. Any other accrued fees or expenses
to which Equity Alliance International LLC is entitled hereunder, as of the
termination date, shall be due and payable within the (10) days of termination
date.
TREATMENT OF CONFIDENTIAL INFORMATION. Company shall not disclose, without the
consent of MIDX, any financial and business information concerning the business,
affairs, plans and programs of MIOX which are delivered by MIDX to Equity
Alliance International LLC in connection with Equity Alliance International
LLC's services hereunder, provided such information is plainly and prominently
marked in writing by MIDX as being confidential (the "Confidential
Information"). Equity Alliance International LLC will not be bound by the
foregoing limitation in the event (i) the Confidential Information is otherwise
disseminated and becomes public information or (ii) Equity Alliance
International LLC is required to disclose the Confidential Information pursuant
to a subpoena or other judicial order.
REPRESENTATION BY EQUITY ALLIANCE INTERNATIONAL LLC OF OTHER MIDX MI DX
acknowledges and consents to Equity Alliance International LLC rendering public
relations, consulting and/or communications services to other companies engaged
in the same or similar business as that of MIDX.
INDEMNIFICATION BY MIDX AS TO INFORMATION PROVIDED TO EQUITY ALLIANCE
INTERNATIONAL LLC. MIDX acknowledges that Equity Alliance International LLC, in
the performance of its duties, will be required to rely upon the accuracy and
completeness of information supplied to it by MIDX's officers, directors, agents
and/or employees. MIDX agrees to indemnify, hold harmless and defend Equity
Alliance International LLC, its officers, agents and/or employees from any
proceeding or suit which arises out of or is due to the inaccuracy or
incompleteness of any material or information supplied by MIDX to Equity
Alliance International LLC.
INDEPENDENT CONTRACTOR. It is expressly understood, acknowledged and agreed that
Equity Alliance International LLC is acting as an independent contractor in
performing its services hereunder. MIDX shall carry no workers compensation
insurance or any
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health or accident insurance on Equity Alliance International LLC or its
employees. MIDX shall not pay any contributions to social security, unemployment
insurance, Federal or state withholding taxes nor provide any other
contributions or benefits, which might be customary in an employer-employee
relationship,
NON-ASSIGNMENT. Without the written consent of the other party, neither party
shall assign this Agreement or any obligations hereunder, without the prior
written consent of the other party.
NOTICES. Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified by either
party to the other in writing.
ENTIRE AGREEMENT. This agreement contains the entire agreement and understanding
between the parties and supersedes all prior negotiations, agreements and
discussions concerning the subject matter hereof.
MODIFICATION AND WAIVER. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or violation
of this Agreement shall be waived except in writing executed by the party
granting such waiver.
LAW TO GOVERN; FORUM FOR DISPUTES. Equity Alliance International LLC and the
MIDX agree that any legal disputes that may occur between Equity Alliance
International LLC and MIDX, and that arise out of, or are related in any way to,
Equity Alliance International LLC's contract with MIDX and/or its performance of
services under this contract or the termination of this contract, and which
disputes cannot be resolved informally, shall be resolved exclusively through
final and binding private arbitration before an arbitrator mutually selected by
Equity Alliance International LLC and the MIDX, with each party to bear its own
costs and attorney fees. The laws of the State of California shall apply in all
respects. If Equity Alliance International LLC and the MIDX are unable to agree
upon an arbitrator within twenty-one (21) days after either party made a written
demand for arbitration, the matter will be submitted for arbitration to the San
Diego office of the American Arbitration Association pursuant to the rules
governing contract dispute resolution in effect as of December 1, 2004.
Notwithstanding the foregoing, in no event shall a demand for arbitration be
made after the date when institution of legal or equitable proceedings based on
such claim, dispute, or other matter in question would be barred by the
applicable statutes of limitation.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
Date: 17 Oct 05
By: /s/ Tile Xxxx
--------------------------
Tile Xxxx
CEO
MidNet Inc
/s/ Xxxx X. Xxxxx Date: 24 October 2005
-------------------------- ----------------
Xxxx X. Xxxxx
President
Equity Alliance International LLC
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SCHEDULE A-1 INDEMNIFCATION BY MIDX DISCLAIMER
SCHEDULE A-2 PAYMENT FOR SERVICES END REIMBURSEMEAT OF EXPENSES
SCHEDULE A-3 CONSULTING SERVICES
SCHEDULE A-1
INDEMNIFICATION BY MIDX DISCLAIMER
("MIDX(degree) acknowledges that any and all information disseminated to Equity
Alliance International LLC. ("Equity Alliance International LLC") is truthful,
reliable, and factual to the best of MIDX's knowledge and comprehension. MIDX
further acknowledges that Equity Alliance international LLC, in the performance
of its duties, will be required to rely upon the accuracy and completeness of
information supplied to it by MIDX'S officers, directors, agents and/or
employees. MIDX agrees to indemnify, hold harmless and defend Equity Alliance
International LLC, its officers, agents and/or employees from any proceeding or
suit which arises out of or is due to the inaccuracy or incompleteness of any
material or information supplied by MIDX to Equity Alliance International LLC.
MIDX shall approve in writing, any written material created by Equity Alliance
International LLC prior to any release or distribution thereof
By: /s/ Tile Xxxx
--------------------------
Date: 17 October 05
Tile Xxxx
CEO
MidNet Inc
/s/ Xxxx X. Xxxxx Date: 24 October 2005
-------------------------- ----------------
Xxxx X. Xxxxx
President
Equity Alliance International LLC
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SCHEDULE A-2
PAYMENT FOR SERVICES AND REIMBURSMENT OF EXPENSES
A. For the services to be rendered and performed BY Equity Alliance
International LLC during the term of the Agreement, MIDX shall, upon
acccptance of this Agreement:
MIDX shall also reimburse Equity Alliance international LLC for all
reasonable and necessary out-of-pocket expenses incurred in the performance
of its duties for MIDX upon presentation of statements setting forth in
reasonable detail the amount of such expenses. Equity Alliance
International LLC shall not incur any expense for any single: item in
excess, of two hundred and fifty dollars ($250), either verbally or
written, except upon the prior approval of MIDX. Equity Alliance
International LLC agrees that any travel, entertainment or other expense
that it may incur and which may be referable to more than one of its
clients (including MLDX) will be prorated among the companies for which
such expense has been incurred.
/s/ Tile Xxxx Date: 17 October 2005
-------------------------- ----------------
Tile Xxxx
CEO
MidNet Inc
/s/ Xxxx X. Xxxxx Date: 24 October 2005
-------------------------- ----------------
Xxxx X. Xxxxx
President
Equity Alliance International LLC
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SCHEDULE A-3 CONSULTING SERVICES
EQUITY ALLIANCE INTERNATIONAL LLC. COVENANTS AND AGREES AS FOLLOWS;
A. to utilise Equity Alliance International LLC 's database of investors.
stock brokers, fund managers, market makers and analysts as a source to
introduce new investors to the merits of M1DX; through direct contact,
mailers, telemarketing, faxing and mass entailing of materials and reports
on MIDX;
B. to arrange, if possible. for independent research reports and articles of
MIDX:
C. to arrange meetings with investors, stuck broken, fund managers, and
analysts, if requested, by MIDX;
D. to make. available Equity Alliance International LLC 's U.S. phone number
for press releases and PR material for investor inquiries;
E. to plan and develop, if requested, MIDX 's investor relations materials;
F. to insure Equity Alliance International LLC's personnel are fully
conversant with MIDX, its products and activities: G. to cause its
officers, directors and employees not to disclose any confidential
information that may be made available from time to time to Equity Alliance
International LLC;
H. to provide MIDX with monthly reports detailing; Equity Alliance
International LLC `s activities including contacts made and materials sent
out.
/s/ Tile Xxxx Date: 17 October 2005
-------------------------- ----------------
Tile Xxxx
CEO
MidNet Inc
/s/ Xxxx X. Xxxxx Date: 24 October 2005
-------------------------- ----------------
Xxxx X. Xxxxx
President
Equity Alliance International LLC
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