EXHIBIT 10.9
NON-CIRCUMVENTION/ FINDER'S FEE AGREEMENT
This Non-circumvention Agreement is made and entered into this 18th day of
September, 2000 by and between Xxxxx Xxxxxx & Associates ("Finder") and L.L.
Xxxxx Intemational Inc. a corporation ("the company").
RECITALS:
Whereas, Finder has the ability to locate possible merger and acquisition
candidates, as well as sources of financing, including accredited investors, for
the Company; and
Whereas, the Company a public company listed on the OTC: OB exchange OR a
Private company, and is interested in being introduced to these acquisition
candidates and sources of financing and is willing to compensate Finder for his
efforts on its behalf, and
Whereas, Finder does not want the Company to circumvent him by attempting
to deal directly with the acquisition candidates and financing sources, thereby
depriving Finder of his opportunity to receive compensation for his involvement
in introducing the Company to these parties.
NOW, TBEREFORE in consideration of the mutual covenants herein contained
and other good and valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, the parties agree as follows:
1. If the Company determines to conduct business with either the acquisition
candidates or financing sources it meets through the efforts of the Finder,
then the Company agrees to reimburse Finder for his business expensed
incurred in locating and introducing the Company to these entities. Such
expense shall include, but not be limited to, travel, telephone and food
expensed for which he has receipts. All expensed must be pre approved by
the Company.
2. In return for Finder's introduction o f these entities to the Company, the
Company agrees that Finder shall be entitled to a fee of ten percent(10 %)
of the financing (equity) obtained or ten percent (10 %) of the total value
of the stock to be exchanged. If restricted stock is issued, it shall have
piggry-back registration rights with the Company's first registration
statement filed following financing. The stock percentage to be issued
shall be based upon what the Company's capitalization will be after the
proposed transaction occurs.
3. Non-Circumvention and Liquidation Damages
The company expressly agrees not to attempt, in any way or manner, to
circumvent or deny Finder's interest in these entities. The Company
expressly acknowledges that it is obligated to pay finders in accordance
with the provision of Paragraph 2 if it does any business with these
entities, not withstanding the fact that the terms and conditions may vary
from those enumerated herein.
4. Assignability
Finder shall have the right to assign this Agreement but shall provide
notice of any assignment to the Company.
5. Confidentiality
All information disclosed between the parties shall be deemed confidential.
6. Remedies
In the event of the actual or threatened breach of the provisions of this
Agreement by a party, the other party shall have the right to obtain
injunctive Relief and/or specific performance and to seek any other remedy
available to it.
7. Law, Venue, Jurisdiction
This agreement and all matters and issues collateral thereto shall be
governed by the laws of the State of Califomia.
8. Severability
If any provisions of this Agreement becomes or is found to be illegal or
unenforceable for any reason, such clause or provision must first be
modified to the extent necessary to make this Agreement legal and
enforceable and then if necessary, second, severed from the remainder of
the Agreement to allow the remainder of the Agreement to remain in full
force and effect.
9. Counterparts
This Agreement may be executed in several counterparts, and all of such
counterparts taken together shall be deemed to be one Agreement.
10. Attorneys' Fees
If either party shall commence any action or proceeding against the other
in order to enforce the provisions hereof, or to recover damages resulting
from the alleged breach of any of the provisions hereof, the prevailing
party therein shall be entitled to recover all reasonable costs incurred in
connection therewith, including, but not limited to, reasonable attorneys'
fees.
11. Waiver of Breach
The waiver by any party of a breach of any provision of this Agreement
shall not operate, be construes as, a waiver of any subsequent breach by
any party.
IN WITNESS WHEROF, The parties execute this Agreement as of the date set Forth
above.
Finder: Xxxxx Xxxxxx & Associates
By: /s/ Xxxxx Xxxxxx
Witness:________________________
The Company:
L.L. Xxxxx International, Inc.
By: /s/ Xxxxxx X. Xxxxx
Witness:_______________________
