EXHIBIT 10.11
[LETTERHEAD OF TYPHOON CAPITAL CONSULTANTS, LLC.]
AGREEMENT
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THIS AGREEMENT is made this 25th day of April, 1997, by and between TYPHOON
CAPITAL CONSULTANTS, LLC. (hereinafter TYPHOON), and THE SHOPPERS SOURCE, INC.
(hereinafter CLIENT), with respect to the following facts:
A. TYPHOON is in business of providing investor relations, public
relations, and financial consulting services.
B. CLIENT wishes to avail itself of TYPHOON'S services in Investor
Relations and Financial Communications.
C. TYPHOON is desirous of providing its services to CLIENT.
NOW, THEREFORE, predicated on the recitals above and of the terms,
conditions, and covenants described below, the parties hereto agree as follows:
1. TYPHOON agrees to render CLIENT its services which will be about
60-70 hours per month on the average.
2. CLIENT authorizes TYPHOON to act on its behalf in performing
investor relations services on a non-exclusive basis for the term of this
agreement, which are ordinarily and customarily performed by an investor
relations firm on behalf of a corporate client; including, but not limited to,
the review of the non-financial portions of the quarterly and annual reports to
the shareholders of CLIENT (excluding forms filed with the Securities and
Exchange Commission and other regulatory agencies), the drafting and
distribution of financial and general press releases, the drafting of a
corporate profile for distribution to shareholders and the investing public, and
the general introduction of CLIENT to the financial brokerage community.
Releases and other information made available to TYPHOON for dissemination to
the public, to shareholders and to the financial community will be provided by a
principal officer of CLIENT, its attorneys, or auditors.
3. CLIENT authorizes TYPHOON to act on its behalf as its non-exclusive
public relations agent. TYPHOON shall use its best efforts in the performance
of its assignment contemplated herein. However, since outcomes are influenced
by many factors beyond the control of TYPHOON, CLIENT acknowledges and agrees
that TYPHOON does not and cannot guarantee specific, or overall results from its
efforts on behalf of CLIENT.
4. CLIENT understands and agrees that TYPHOON shall not be required to
render services to CLIENT on an exclusive basis, or devote its entire time to
CLIENT's affairs. Nothing in this agreement shall be construed as limiting
TYPHOON's right to represent other persons and/or entities, except that TYPHOON
agrees not to represent any entity or product which is directly competitive with
a product marketed by client unless TYPHOON first obtains CLIENT's written
approval, which approval may be withheld.
5. The term of this agreement shall be twelve (12) months, commencing
May 1, 1997 and terminating on April 30, 1998.
Further, CLIENT understands and agrees that upon the effective termination
date of this Agreement, it shall remain solely liable for any and all
outstanding obligations incurred pursuant to this Agreement, including, but not
limited to all obligations to reimburse TYPHOON, or third parties. As a
material inducement to TYPHOON, CLIENT agrees to indemnify TYPHOON and hold it
free and harmless from any and all such obligations. Should any Judgement, or
assessment be made against TYPHOON for any such obligation of CLIENT arising
from TYPHOON's performance of its duties hereunder, CLIENT agrees to pay all
such Judgements or assessments immediately upon notice of their respective
existence.
6. CLIENT understands and agrees that in furnishing the company with
advice and other services as provided in this Agreement, neither TYPHOON nor any
officer, director or agent thereof shall be liable to CLIENT or its creditors
for errors of judgement or anything except willful malfeasance, bad faith or
gross negligence in the performance of its duties or the reckless disregard of
its obligations and duties under the terms of this Agreement.
7. CLIENT represents and warrants to TYPHOON that; CLIENT will not
cause or knowingly permit any action to be taken in connection with transactions
which violates the Securities Act of 1933, Securities Act of 1934, or any state
securities law. CLIENT agrees to indemnify and hold TYPHOON and its officers,
directors, and agents, free and harmless from any liability, cost and expense,
including attorneys' fees in the event of a breach of this representation and
warranty. CLIENT shall also assume responsibility for the Indemnitees' defense
in any such matters, except where a conflict exists such that they are required
to retain separate counsel, in which event, CLIENT shall pay the legal fees and
expenses, as and when incurred, of separate council retained by Indemnitees to
provide such defense.
8. CLIENT agrees to pay TYPHOON a monthly retainer of Three Thousand
Dollars ($3,000.00) per month for the term of the Agreement. The first
installment is due at the successful closing of CLIENT's Series B Preferred
Stock offering, or May 31, 1997 at the latest. Subsequent payments are due in
advance, payable on the 1st day of each month.
9. CLIENT further agrees to compensate TYPHOON in stock by issuing a
total of 16,000 shares of Series B Preferred Stock along with the associated
dividend, liquidation, conversion, and anti-dilution provisions.
10. CLIENT agrees to reimburse TYPHOON for all out of pocket expenses
incurred by it in the performance of assignments on behalf of CLIENT. Such out
of pocket expenses shall include, but are not limited to costs of long-distance
telephone, facsimile services, mileage/travel, messenger services, printing,
copying, postage, and other such ancillary services. However, it is understood
by TYPHOON that any single expense in excess of Two Hundred Dollars ($200.00)
will be approved in advance by CLIENT in writing. Any disputed expense must be
made known to TYPHOON in writing within fifteen (15)days of receipt. Out of
pocket expenses will be billed on or about the fifteenth of each month and will
be due and payable within fifteen (15) days of receipt.
11. CLIENT or TYPHOON may cancel this agreement upon 30 days written
notice after 6 months unless CLIENT does not successfully close the current
offering of Series B Preferred Stock that is currently under progress, in such
case either CLIENT or TYPHOON may cancel this agreement upon 30 days written
notice. Notwithstanding anything to the contrary, CLIENT will remain obligated
to Pay TYPHOON pro-rata compensation for work done, according to this Agreement.
12. This Agreement shall be governed by and construed to be in accordance
with the laws of the State of California. The parties hereto shall deliver
notices to each other by personal delivery or by registered mail (return receipt
requested) addressed as follows:
TYPHOON: TYPHOON CAPITAL CONSULTANTS, LLC
00000 XXXXXXXX XXXX. XXXXX 000
XXX XXXXXXX, XX 00000
CLIENT: THE SHOPPERS SOURCE, INC.
0000 XXXXXX XXX. XXXXX 000
XXXXXXX XXXXX, XX 00000
13. All controversies between the parties hereto or arising out of or
relating to the business combination contemplated by the Agreement, shall be
resolved by arbitration in accordance with applicable rules of the American
Arbitration Association. The venue for any such arbitration Los Angeles
County, in the State of California.
14. The individual signing on behalf of CLIENT represents and warrants
that he is duly authorized to execute this agreement on its behalf.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and date first above written.
"TYPHOON"
TYPHOON CAPITAL CONSULTANTS, LLC
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Date: 4-25-97
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"CLIENT"
THE SHOPPERS SOURCE, INC.
By: /s/ Xxxxxx XxXxxxx
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Xxxxxx XxXxxxx, Chief Executive
Officer
Date:
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