THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT Date: December 11, 2007
Exhibit
10.68
THE
INVESTOR RELATIONS GROUP INC.
Date:
December 11, 2007
Section
1. Services
to be Rendered. The
purpose of this letter is to set forth the terms and conditions on which The
Investor Relations Group, Inc. (IRG) agrees to provide Compliance Systems Corp.
(the “Company”)
a
comprehensive corporate communications program. These services may include,
but
are not limited to: overall management of the corporate communications program;
designing a corporate fact sheet that can readily be mass produced for
distribution to brokers, analysts, and other industry personnel; securing
one-on-one and group appointments with industry professionals for presentations
by, for, and about Company management; targeted mailings; assistance with
compiling promotional materials; writing and editing news releases and other
corporate materials; advice on packaging the Company story; writing pitch
letters to and solicitation of the appropriate media and press; syndicated
stories; and, daily update reports* (*see Addendum “A”). The Company represents
and warrants that it will timely provide any information requested by IRG which
is necessary to perform such services and further represents and warrants that
such information shall be accurate.
Section
2. Engagement
Period.
Unless
sooner terminated as provided herein, the term of this agreement (the
“Engagement
Period”)
shall
commence on December 1, 2007 and shall continue for a period of thirteen (13)
calendar months. The Company represents that it is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
and is duly qualified as a foreign corporation and in good standing in all
jurisdictions in which the nature of its activities requires such qualification.
The Company further represents to IRG: (1) that it has full power and authority
to carry on its business as presently or proposed to be conducted and to enter
into and perform its obligations under this Agreement; (2) that this Agreement
has been duly authorized by all necessary corporate actions; and (3) that this
Agreement constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms (except as such
enforcement may limited by bankruptcy, creditors’ rights laws or general
principles of equity).
Section
3. Fees.
(a) The
Company shall pay to IRG for its services hereunder a maintenance fee (the
“Maintenance
Fee”)
of $
5,000 per month beginning December 1, 2007. The Maintenance Fee shall be payable
on or before the 1st day of each calendar month which occurs during the
Engagement Period. In the event that a partial month shall occur during the
Engagement Period, then the amount of the maintenance Fee for such month shall
be prorated based upon the number of days in such month which occur during
the
Engagement Period. Unless other arrangements have been made and agreed upon
in
writing, failure to remit any Maintenance Fee by the 5th
of the
month will be considered an event of default under this agreement and IRG shall
be entitled to immediately cease all services on behalf of the Company until
such time as payment in full of all amounts due hereunder is made.
(b)
In
addition to the Maintenance Fee described in paragraph (a) above, the Company
also agrees to pay to IRG for its services 5,000,000 shares of the Company’s
common stock, 4,000,000 of which shares shall be issued in the name of Xxxx
Xxxxxxx and 1,000,000 of which shares shall be issued in the name of J. Xxxxx
Xxxxx, on or before December 31, 2007. IRG hereby acknowledges and agrees,
for
itself and on behalf of Xx. Xxxxxxx and Xx. Xxxxx: (1) that the Company shall
be
under no obligation to register such shares of common stock under the Securities
Act of 1933, as amended, or under any state “Blue Sky” laws prior to issuance;
(2) that such shares may not be sold, hypothecated or otherwise transferred
except pursuant to an effective registration statement covering such shares
or
pursuant to an available exemption from such registration; and (3) that all
certificates evidencing such shares shall bear a restrictive legend to such
effect. IRG further agrees to promptly supply such investor information, and
to
make such further investor representations and warranties, as the Company may
reasonably require in order to ensure compliance with United States Federal
and
state securities laws.
Section
4. Expenses.
In
addition to all other fees payable to IRG hereunder, the Company hereby agrees
to reimburse IRG for all reasonable out-of-pocket expenses incurred in
connection with the performance of services hereunder. These out-of-pocket
expenses shall include, but are not limited to: telephone, photocopying,
postage, messenger service, clipping service, information retrieval service,
and
wire services for news releases. No individual expenses over $500 will be
expended without first notifying the Company. The Company agrees to remit upon
the signing of this agreement $10,000 by check or in immediately available
funds
to be placed on deposit with IRG and credited to the Company against expenses
incurred, on a permanent basis, throughout the program. From time to time,
the
Company will replenish the expense account as necessary to maintain a balance
of
$3,500. The balance of said deposit is fully refundable should the program
terminate. A running invoice will be maintained of all expenses incurred and
will be submitted to the Company each month.
Section
5. Indemnification.
Each of
the Company and IRG agrees to defend, indemnify and hold the other and its
respective affiliates, stockholders, directors officers, agents, employees,
successors and assigns (each an "Indemnified
Person")
harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of
any
kind whatsoever (including, without limitation, reasonable attorneys' fees)
which arise solely from the Company's or IRG's (as the case may be) breach
of
its obligations hereunder or any representation or warranty made by it herein.
It is further agreed that the foregoing indemnity shall be in addition to any
rights that either party may have at common law or otherwise, including, but
not
limited to, any right to contribution.
Section
6. Termination
of Agreement.
(a)
Subject to paragraph (b) below, either party may terminate this agreement and
IRG’s engagement hereunder, with or without cause, immediately upon written
notice given to the other party at any time during the Engagement Period
hereunder. In such event, all compensation accrued to IRG prior to such
cancellation, whether in the form of Maintenance Fees, reimbursement for
expenses or otherwise, will become due and payable immediately upon such
termination and IRG shall be relieved of any and all further obligation to
provide any services hereunder. All compensation paid to IRG, whether in the
form of Maintenance Fees, expenses or otherwise, in excess of amounts accrued
to
IRG prior to such termination, will be refunded by IRG to the Company.
(b)
Notwithstanding anything to the contrary herein contained, the obligations
of
the Company under Sections 4, 6 and 7, and the provisions of Sections 9 and
10,
and shall survive any termination or breach of this agreement by either party.
Section
7. Solicitation
of Employees.
(a) For
a period commencing two years after the termination of this agreement, neither
party shall not, directly or indirectly: (1) influence or attempt to influence
any employee to leave its respective employ; (2) agree to aid any competitor
or
customer of each respective party in any attempt to hire any person who was
employed by either the Company or IRG within the two year period preceding
termination of this agreement; or (3) solicit or induce any person who was
employed by the Company or IRG within the two year period preceding the
termination of this agreement to become employed by the Company.
(b)
The
Company and IRG hereby acknowledge and agree that a breach of the restrictions
set forth in paragraph (a) above would cause irreparable harm to the parties
for
which money damages alone would be inadequate. Accordingly, both the Company
and
IRG hereby agree that in such event IRG or the Company shall be entitled to
seek
an injunction or other equitable remedy in addition to any other remedies
available to it at law.
Section
8. Severability.
In case
any provision of this letter agreement shall be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired thereby.
Section
9. Consent
to Jurisdiction.
This
agreement shall be governed and construed in accordance with the laws of the
State of New York without regard to conflicts of laws principles. The parties
further consent to the exclusive jurisdiction of the State and Federal courts
located within Nassau County, New York to resolve any dispute arising under
this
Agreement, and waive any defense to such jurisdiction based upon inconvenient
forum.
Section
10. Other
Services.
If the
Company desires additional services not provided for in this agreement, any
such
additional services shall be covered by a separate agreement between the parties
hereto.
Section
11. Entire
Agreement.
This
letter agreement contains the entire agreement of the Company and IRG, and
supersedes any and all prior discussions and agreements, whether oral or
written, with respect to the matters addressed herein.
Section
12. Counterparts.
This
letter agreement may executed in two or more counterparts, each of which shall
be considered an original and all of which, taken together, shall be considered
as one and the same instrument.
Please
evidence your acceptance of the provisions of this letter by signing the copy
of
this letter enclosed herewith and returning it to The Investor Relations Group
Inc., 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx,
Ph.D., President & CEO.
Very truly yours, | ||
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|
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Xxxx Xxxxxxx |
||
Founder,
President and CEO
The
Investor Relations Group, Inc.
|
ACCEPTED
AND AGREED
AS
OF THE
DATE FIRST ABOVE WRITTEN:
By:_________________________________________
Name:
Title:
ADDENDUM
“A”
In
one
comprehensive program IRG covers both investor relations and public relations
needs from the “corporate communications” perspective. Our program includes all
of the following:
·
|
Targeted
one-on-one investor meetings and conference calls with the top nano-,
micro- and small-cap decision-making analysts and portfolio managers
of
corporate, business and family funds, using our proprietary competitive
analysis approach. We secure a minimum of eight to fifteen-plus meetings
(road shows) per month, for a total of 150 to 200+ unique meetings
per
year per company.
|
·
|
Introductions
to open-market and private-placement
buyers
|
·
|
Development
of analyst research coverage and comparable
inclusion
|
·
|
Corporate
message refinement that is flexible, according to ongoing
developments
|
·
|
A
Fact Sheet that is flexible, in terms of ongoing
developments
|
·
|
Investor
presentations in PowerPoint/slide
formats
|
·
|
All
written and edited shareholder communications, such as earnings releases,
quarterly reports and other
developments
|
·
|
Conference
call coordination, including scripting, Q & A preparation, and all
details for execution, including
Webcasting
|
·
|
Xxxxx
feedback collected and provided from all types of meetings to help
fine-tune messaging
|
·
|
Annual
report production: writing and assisting in the selection and hiring
of
graphic artists, designers and printers for the complete management
of the
publication
|
·
|
Handling
and screening investor inquiries
|
·
|
Nurturing
relationships with current and potential
investors
|
·
|
Mail
and request fulfillment processing
|
·
|
Introductions
in the investment banking world
|
·
|
Help
to develop Boards of Directors
|
·
|
Annual
meetings- organizing as appropriate
|
·
|
Peer
group/industry analysis provided on a regular
basis
|
·
|
Perception
audits gathered from the investment
community
|
·
|
Strategic
planning and implementation
|
·
|
Corporate
related stories placed in trade, regional and national
media
|
·
|
Coverage
of your company with media-at-large
|
·
|
Syndication
stories and feature feeds to more than 16,000 newspaper and other
print
editors nationwide
|
·
|
Ghost-written/bylined
white papers and other high-level trade articles
|
·
|
Satellite
Media Tours booked in the top 20 U.S.
markets
|
·
|
Background
materials (B-roll) production for television, cable and trade
events
|
·
|
Media
training — for road shows, public appearances and
interviews
|
·
|
Profiles
written of CEOs and other top company
officers
|
·
|
Crisis
management plans
|
·
|
Many
multiples of millions of dollars of advertising equivalency in public
relations/media placements
|
·
|
Clipping
services — to document media
coverage
|