Nortia Capital Partners, Inc. 400 Hampton View Ct. Alpharetta, GA 30004 770-777-6795 770-777-6799 (Fax) www.nortiacapital.com PRIVILEGED AND CONFIDENTIAL TRANSACTION AGREEMENT
Exhibit 10.4
Nortia Capital Partners, Inc.
000 Xxxxxxx Xxxx Xx.
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000-000-0000
000-000-0000 (Fax)
xxx.xxxxxxxxxxxxx.xxx
000 Xxxxxxx Xxxx Xx.
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000-000-0000
000-000-0000 (Fax)
xxx.xxxxxxxxxxxxx.xxx
PRIVILEGED AND CONFIDENTIAL
This transaction agreement (“Agreement”), entered into on the day of , 2006
sets forth the terms and conditions of the Transaction Agreement by and between:
Nortia Capital Partners, Inc
000 Xxxxxxx Xxxx Xx.
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000-000-0000
000-000-0000 (Fax)
000 Xxxxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (Fax)
(hereinafter referred to as the “Nortia”, “Nortia’s” ) and,
(hereinafter referred to as “the Company” or “the Company’s”) to act as the Company’s planner on
the matter(s) set forth in this Agreement. In consideration of the mutual covenants of the parties
set forth in this Agreement, the parties agree to the following terms, intending to be legally
bound:
1. Engagement.
The Company has asked Nortia to represent the Company, as the Company’s planner with respect to
Nortia assisting the Company with management issues such as mergers & acquisitions,
capital markets strategies, public company issues and introduction to Investment Banking firms of
which the compensations will be more particularly described in section 4 of this agreement.
2. Our Duties.
Under the terms of this Agreement and for consideration disclosed herein, Nortia agrees to use its
best efforts to provide the Company consul with regards to management issues such as mergers &
acquisitions, capital markets strategies, public company issues and introduction to Investment
Banking firms.
3. The Company’s Duties.
The Company agrees to use the Company’s best efforts to cooperate with and assist the Nortia in,
rendering the duties, including but not limited to, taking such actions and providing the Nortia
with such documents, data, plans, and other information requested by Nortia to perform such duties.
4. Compensation and Expenses.
The Company agrees to pay and will be billed separately for expenses that the Nortia may incur in
its representation of the Company, including but not limited to, meals, long distance telephone
charges, copies, couriers, approved third-party expenses, printing, and other reasonable expenses.
The Company further agrees that in the event that travel and or
lodging becomes necessary to Nortia,
the Company shall pay for theses expenses in advance. In addition to the Company’s payment of
Nortias expenses, the Company agrees to grant Nortia warrants to purchase additional common shares.
Nortia shall receive 1,250,000 warrants to purchase the Company’s common shares with an exercise
price of $.50, as well as 1,250,000 warrants to purchase the Company’s common shares with an
exercise price of $1.00.
5. Billing and Statements
Nortia will send the Company statements bi-monthly for all expenses and duties performed since the
last statement. These invoices shall be due upon receipt. Finance charges of one and one-half
percent per month will be assessed on all balances if payment on any invoice is not received within
five (5) days after it is invoiced. Performance Fees shall be due and payable at the closing of
completed transactions. Any Performance Fees not paid at such closing shall accrue interest at one
and one-half percent per month until paid.
6. Term and Termination.
Nortias engagement shall continue until either of the parties provides the other with a thirty day
written notice of intention to terminate. In the event that the engagement is terminated, the
Company Will pay to Nortia all expenses incurred through the effective date of the
termination, as well as any additional compensation payable under the terms of Section 4 above.
Nortia reserves the right to cease work on the Company’s behalf immediately upon notice in the
event that the Company should become delinquent in any of the Company’s payment obligations. The
provisions of Sections 4, 5, 6, 7, 8, and 9 shall survive the termination or expiration of this
Agreement.
7. Agency and Indemnification.
Nortia is an independent contractor and not an employee, or partner of the Company. Neither of the
parties shall undertake to bind the other as a partner or authorized agent. Nortia will use its
best effort to represent the Company to others according to the information that the Company
provided Nortia. Nortia dose this on the assumption that the information and documents that the
Company provided are complete and accurate. The Company shall undertake to make sure that the
information and documents that the Company give Nortia are complete and accurate. The Company
agrees to indemnify, defend and hold Nortia and its owners, officers, employees and agents harmless
from any liability, costs (including attorneys fees and court costs), expenses and damages,
relating to its engagement by or representation of the Company, or the Company’s breach of the
Company’s obligations contained in this Agreement. The Company will not have to indemnify the
Nortia for its gross negligence or bad faith.
8. Confidentiality.
The terms of this Agreement are confidential and shall not be disclosed by either party without the
written consent of the other party, except to each party’s lawyers or accountants, who shall not
disclose it either. Nortia is authorized to disclose to others its engagement by the Company and to
disclose to such parties any information and documents which Xxxxxx xxxx necessary in order to
fulfil its duties. All documents and information that the Company give Nortia shall only be used
for these purposes. In the event that either of party has information or documents that are not to
be disclosed to any third parties, such information or documents shall be appropriately identified
and marked “confidential” and shall not be disclosed without authorization.
9. Jurisdiction and Venue.
Each of the parties hereto waives trial by jury in any action or proceeding of any kind or nature
in any court in which an action may be commenced by or against one another which arises out of or
relates to this Agreement or Nortias engagement by or representation of the Company. In addition,
each of the parties agrees that any court located in county, shall have exclusive
jurisdiction and proper venue to hear and determine any claims described in the preceding sentence.
Each of the parties expressly consents and submits in advance to such jurisdiction and venue in any
action or preceding in such court. The exclusive choice of jurisdiction and venue set forth in this
Section 9 shall not be deemed to preclude the bringing of any action for the enforcement of any
judgment obtained in such jurisdiction in any other appropriate enforcement jurisdiction.
10. Miscellaneous.
Neither party may assign its rights or obligations under this Agreement to any other party. The
terms of this Agreement shall bind the successors, assigns and estates of the parties. The
invalidity or unenforceability of any particular provision of this Agreement shall not affect its
other provisions, and this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted. This Agreement constitutes the entire, complete and
definitive agreement between the Company and Nortia. Any prior promises, communications,
warranties, discussions, and representations have been merged into the terms of this Agreement and
are canceled and superseded by it. No amendment or waiver of the terms of this Agreement or any
provision hereof shall be effective unless made in a writing signed by both parties. This Agreement
entered into in, and shall be governed by and construed under the laws of the State of ___. The
headings and captions used in this Agreement are for convenience of reference only, and shall in no
way define, limit, expand or otherwise affect the meaning or construction of any provision of this
Agreement. Any notice required or permitted to be given pursuant to this Agreement shall be deemed
sufficiently given when delivered in person or three business days after being deposited in the
United States mail, registered or certified mail, postage prepaid, addressed to the party to
receive such notice using their address as set forth on the first page of this Agreement. Either of
the parties may by written notice to the other change the notice address. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same agreement.
To signify the acceptance of these terms each party’s authorized agent executes and delivers this
Agreement as of the date first set forth above.
Nortia Capital Partners, Inc.
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