EX-10.1
CONSULTING SERVICES AGREEMENT
This Agreement is made and entered into on April 6, 1998 by and
between InterMedia Marketing Group ("InterMedia") and Platforms
International Corporation ("Platforms"), with reference to the
following facts and circumstances:
A. The intent of the Parties to this Agreement is to formalize the
business relationship between the Parties and structure an Agreement
that formally sets forth the rights and obligations of the Parties
with respect to the consultative and advisory services performed by
InterMedia on behalf of Platforms since approximately July 10, 1997.
B. InterMedia is a sole proprietorship owned by Xxxxxxx X. Xxxxxx, and
domiciled at 000 Xxx Xxxxxx Xxxxx, Xxxxxxx Xxxx, XX 00000.
C. InterMedia is a Marketing Consulting Services firm, privately
owned, and it possesses all requisite power and authority to enter
into this Agreement with Platforms and consummate the transactions
contemplated herein.
D. Platforms is an Over-The-Counter, Bulletin Board, ("OTC BB")
publicly traded corporation under the symbol "PLFM." Platforms is
duly organized, validly existing, and in good standing under the laws
of the state of Oklahoma, with its principal domicile at 000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000.
E. Platforms is a developer and manufacturer of proprietary
aeronautical technology and associated applications and products. Its
three operating divisions specialize, respectively, in Airborne Relay
Communications, Commercial Space (Satellites) Launch Systems, and
Composite Aircraft Design and Manufacturing Operations.
F. Platforms and Xxxxxx X. Xxxxx, President & CEO, have all requisite
power and authority to enter into this Agreement with InterMedia and
consummate the transactions contemplated herein.
G. Platforms desires and agrees to retain InterMedia, more
specifically, the personal services of Xxxxxxx X. Xxxxxx and other
personnel, as required, to render Marketing Consulting Services to
Platforms as set forth in this Agreement.
H. InterMedia, more specifically, Xxxxxxx X. Xxxxxx and other
personnel, as required, desire and agree to be retained by Platforms
to render Marketing Consulting Services to Platforms as set forth in
this Agreement.
NOW, THEREFORE, in consideration of the representations and covenants
set forth herein, InterMedia and Platforms hereby agree as follows:
1. MARKETING CONSULTING SERVICES:
1.1. In accordance with the terms and provisions of this
Agreement, InterMedia agrees to provide to Platforms and
Platforms agrees to contract with InterMedia for the following
Marketing Consulting Services, as required, directed, and
approved by the President of Platforms:
1.1.1. Develop strategic marketing, advertising, and
sales promotion plans to provide Platforms with an effective,
well-coordinated business development infrastructure;
1.1.2. Develop Telecommunications Division Strategic
Marketing and Sates Organization to market and sell the
Airborne Relay Communications "ARC System" to major domestic
and international telecommunications service providers;
1.1.3. Develop Space Division Strategic Marketing and
Sales Organization to market and sell Satellite Launch
Services to major domestic and international aerospace
companies;
1.1.4. Develop, structure, and formulate Strategic
Business Models and "Deal" Packages to facilitate the
marketing presentation and sale of Platforms' products and
services;
1.1.5. Market, propose, negotiate, and contractually
package key service offerings for sale to major domestic and
international accounts;
1.1.6. Develop plans to attend key industry trade shows,
marketing events, and exhibitions;
1.1.7. Develop marketing and sales education and training
programs;
1.1.8. Create and produce Marketing Brochures, Videos, and
CD-ROM multimedia productions to: (i) support and facilitate
corporate business development activities; and (ii) provide
interested parties with brochures and live-action format
presentations of the company, its management, its
highly-advanced technology, and innovative products and services.
1.1.8.1. Platforms Annual Report - Corporate
Brochure, Video, and Interactive CD-ROM;
1.1.8.2. Platforms Corporate Marketing Multimedia
Production. Digital content is tailored to Platforms'
high technology identity and image position, and directed
at its target audience: the telecommunications,
aerospace, and aviation companies. Each segment of the
production delivers dynamic "snapshots" of the company's
target markets, its market position and opportunities,
key company operations, technology, products, services,
management, business models, financial information charts
and graphs, and future outlook. The end product is a
memorable, dynamic presentation of Platforms, its leader,
its people, its technology, its business divisions,
products and services, its history and outlook, and why
companies should consider doing business with it -
Brochure and Video.
1.1.9. Develop plans to bring the Platforms International WEB
Site in-house to: (i) reduce operating costs; (ii) facilitate
maintenance; (iii) facilitate information and news updates
and broadcasts (iii) enhance and expand WEB marketing,
promotional, and information broadcast capabilities; (iv)
enhance user interface, operational facilities, quality of
information content, and ease of use;
1.1.10. Establish Internet Monitor Program to ascertain
the flow of Platforms information in Cyberspace.
1.1.11. Establish news monitoring program to keep abreast
of relevant industry and competitive developments.
1.1.12. Conduct competitor research studies to develop
marketing intelligence reference files on competitors and key
players.
1.1.13. Develop and produce Company/Product Information
Brochures and Portfolio;
1.1.14. Assist the President of Platforms in the
marketing and promotion of derivative and ancillary
application services and products;
1.1.15. Develop, package, and mass merchandise Platforms
accessory trademark/logo products;
1.1.16. Assist the President of Platforms on business
development matters, including national and international
marketing and sales operations, client presentations,
proposals, development of business models, sales
negotiations, and undertake marketing and sales consulting
assignments, as required and in conformance with budgetary
provisions;
2. COMPENSATION FOR SERVICES:
2.1. In accordance with the terms and provisions of this
Agreement, Platforms agrees to provide compensation and
operating capital to InterMedia in the form of its unrestricted,
free-trading common stock, and InterMedia agrees to accept
compensation and operating capital for its Marketing Consulting
Services, as outlined in Section 1, above, in the form of
Platforms unrestricted, free-trading common stock, sales
commissions and stock and cash bonuses, as set forth below:
2.1.1. FOUR MILLION (4,000,000) SHARES of unrestricted,
free-trading, Platforms International Corporation Common
Stock, to: (i) compensate InterMedia for its consulting
services, time, and materials; and (ii) to defray the cost of
InterMedia's marketing and production operations on behalf of
Platforms. Half of the unrestricted, free-trading shares of
Platforms common stock to be issued to InterMedia under the
terms and conditions of this Agreement, or TWO MILLION
(2,000,000) SHARES, shall be issued no later than May 29,
1998. The remaining balance of TWO MILLION (2,000,000) SHARES
shall be issued no later than July 31, 1998.
2.1.2. Sales Commissions, ranging from Five to Ten (5% to
10%) Percent of gross sales on sales where InterMedia
consultants are directly engaged in the development and/or
closing of the sales transaction. The degree of involvement
and participation of InterMedia consultants shall determine
the percentage of applicable commission compensation. Actual
commission percentages shall be subject to negotiation with
the President of Platforms, on a case by case basis;
2.1.3. Stock and cash bonuses, at the sole discretion of the
President of Platforms.
3. INTERCOMPANY RELATIONS AND INDEPENDENCE:
Nothing in this Agreement shall be understood or construed to
establish any kind of intercompany connection or dependence between
InterMedia and Platforms. The relationship between InterMedia and
Platforms is solely and exclusively that of a Marketing Consulting
Services Provider to a consumer of such services. Furthermore,
nothing in this Agreement confers to either party any authority to
make decisions on behalf of the other party, or take any actions
that commit the other party to any particular course of action or
financial responsibility of any kind whatsoever, without the
express, written consent of the party being committed to such action
or responsibility. Furthermore, nothing in this Agreement shall be
construed to confer any kind of managerial duties, capacity, or
authority on behalf of Platforms to InterMedia or to any members of
its management, consulting associates, or other agents and representatives.
4. EFFECTIVE DATE OF AGREEMENT:
The Effective Date of this Agreement is July 1, 1997.
5. TERM OF AGREEMENT:
The Term of this Agreement shall be for a period of TWENTY (24)
MONTHS, beginning July 1, 1997 and ending June 30, 1999.
6. TERM OF AGREEMENT EXTENSION:
InterMedia hereby grants Platforms the right to extend the Term of
this Agreement by ONE (1) YEAR, to June 30, 2000. Terms and
conditions for the Agreement Extension, as well operational budgets
shall be negotiated and agreed upon within SIXTY (60) DAYS prior to
the termination date of this Agreement.
7. EXCLUSIVITY:
InterMedia's engagement hereunder shall be as the exclusive provider
of Marketing Consulting services to Platforms in connection with the
services and transactions set forth in Section 1, above. Any new or
additional Marketing Consulting service requirements that develop
during the term of this engagement shall be added to this Agreement
along with required budgetary provisions. Until the expiration or
earlier termination of this Agreement, Platforms agrees that it will
not engage any other person or entity to advise or perform for it
any services or transactions similar to the services and
transactions set forth in this Agreement.
8. INDEMNIFICATION AND LIMITATION OF LIABILITY:
Platforms agrees to indemnify and hold harmless InterMedia and its
employees, agents, and affiliates (together, the "Indemnified
Parties"), from and against any and all losses, claims, damages, or
liabilities joint or several (or actions in respect thereof] related
to or arising out of any transaction contemplated in this Agreement,
the engagement of InterMedia pursuant to this Agreement, or services
performed by InterMedia in connection therewith. Platforms shall
reimburse the Indemnified Parties for all expenses (including
reasonable fees and expenses of counsel) as they are incurred by the
Indemnified Parties in connection with investigating, preparing, or
defending any such action or claims, whether or not in connection
with pending or threatened litigation, and whether or not the
Indemnified Parties are parties to such action, claim, or pending or
threatened litigation, except to the extent that a court in final
judgment determines that such claim, liability, loss, damage or
expense resulted directly from the gross negligence or willful
misconduct of one or more of the Indemnified Parties, without any
negligence by Platforms or breach of Platform's obligation
hereunder. Platforms further agrees that none of the Indemnified
Parties shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to Platforms or to any other person
or entity claiming through Platforms in connection with any
transaction, the engagement of InterMedia pursuant to this
Agreement, or the services performed by InterMedia in connection
therewith, except for any liability for such losses, claims,
damages, or expenses incurred by Platforms that result directly from
InterMedia's gross negligence or willful misconduct under
circumstances where InterMedia's act or failure to act was not
specifically requested or consented by Platforms. In no event shall
the liability of InterMedia and the Indemnified Parties to Platforms
in connection with any claim arising out of this Agreement exceed
the amount of fees actually paid to and received by InterMedia
hereunder. Platforms agrees that in the event of any litigation or
threatened litigation, relating to InterMedia's engagement
hereunder, it shall not settle such litigation or threatened
litigation unless such settlement includes an express release of
InterMedia and its stockholders, directors, officers, employees,
agents, and affiliates with respect to all claims asserted in such
litigation or threatened litigation, such release to be set forth in
an instrument signed by all parties to such settlement. If for any
reason the foregoing indemnification is unavailable to InterMedia or
insufficient to hold it harmless, then Platforms agrees to
contribute to the amount paid or payable by InterMedia as a result
of such loss, claim, damage, or liability in a proportional amount
that reflects the relative benefits received by Platforms and
InterMedia under the terms and conditions of this Agreement, as well
as the relative fault of Platforms and InterMedia and any other
relevant equitable settlement considerations. Notwithstanding, the
losses, claims, damages, and expenses with respect to which
contribution is available hereunder, such contribution shall not
exceed the amount of fees paid by Platforms to and actually received
by InterMedia hereunder.
9. ENTIRE AGREEMENT:
This Agreement contains the entire understanding of the parties
hereto with respect to the subject matter hereof and supersedes any
and all previous or contemporaneous agreements concerning such
subject matter, whether oral or written. There are no written or
oral understandings directly or indirectly related to this Agreement
other than those specifically set forth herein. Additionally, the
parties hereto acknowledge, understand and agree that this Agreement
may not be modified, amended or otherwise changed, in any manner,
except by a writing executed by the parties hereto. Other than as
expressly set forth in this Agreement, the parties hereto do not
intend to confer any benefit or obligation hereunder to any third party.
10. TERMINATION:
This Agreement may be terminated by mutual agreement of the parties
with a SIXTY (60) DAYS written notice to allow time for the parties
to disengage in an orderly manner and conclude and settle all
outstanding business.
11. GOVERNING LAW:
This Agreement shall be governed by, and enforced and interpreted in
accordance with, the laws of the State of California which are
applicable to contracts wholly executed and performed in said State.
12. DESIGNATED FORUM FOR DISPUTE RESOLUTION:
Any litigation or other legal proceeding arising out of or related to
this Agreement shall be instituted, maintained, heard and decided
exclusively in any court of competent jurisdiction in Los Angeles
County, California, and the parties hereto irrevocably submit to the
jurisdiction and venue of such county.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on April 26, 1998, effective as of July 1, 1997.
INTERMEDIA MARKETING GROUP PLATFORMS INTERNATIONAL CORPORATION
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
Sole Proprietor President & CEO
