PRESERVE COMMUNICATIONS SERVICES, INC. INVESTOR RELATIONS CONSULTING AGREEMENT
Exhibit
10.1
PRESERVE COMMUNICATIONS
SERVICES, INC.
This Agreement is entered into this
27th day of August, 2008 by and between Iptimize, Inc., 0000 Xx. Xxxxxxxx Xx.,
Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (the "Company"), and Preserve Communication
Services, Inc., 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
(the "Consultant").
WHEREAS, Company and Consultant desire
to enter into this arrangement in lieu of the agreement dated Oct. 15, 2004,
upon the terms and conditions hereof,
NOW THEREFORE, upon the consideration
of the mutual promises and agreements contained herein, the parties agree as
follows:
AGREEMENT
1. Engagement
of Consultant. The Company
hereby engages Consultant and Consultant hereby agrees to render services to the
Company as an investment relations consultant.
2. Services. During the term
of this Agreement, Consultant shall identify and build a data base of brokers,
analysts and institutions to disseminate Company’s public information as
provided by the Company and for which the Company attests to the accuracy of all
information provided under the terms of this agreement. Consultant will provide
Company with monthly reports detailing the results of Consultants service.
Consultant shall not by this Agreement be prevented or barred from rendering
services of the same or similar nature, as herein described, or services of any
nature whatsoever for, or on behalf of, persons, firms, or corporations other
than Company. Similarly, Company shall not be prevented or barred
from seeking or requiring services of a same or similar nature from persons
other than Consultant.
3. Term. The term of this
Agreement shall be a twelve (12) month period commencing on Sept. 1, 2008, and
continuing through Aug. 31, 2009.
4. Compensation. As compensation
for the Investor Relations Services, Company shall issue to Consultant, a
monthly cash payment of $5,000.00 due on the 1st of each month, with the first
cash payment due with the signing of this agreement. In addition, Company agrees
to issue Consultant shares of Company stock as follows
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$15,000
worth of stock at a price equal to 50% of the last trade Sept 1, 2008,
issued by Sept. 15, 2008;
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$15,000
worth of stock at a price equal to 50% of the last trade Dec. 1, 2008,
issued by Dec. 15, 2008;
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$15,000
worth of stock at a price equal to 50% of the last trade Mar. 1, 2009,
issued by Mar. 15, 2009;
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$15,000
worth of stock at a price equal to 50% of the last trade Jun. 1, 2009,
issued by Jun. 1, 2009.
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Each
quarter the certificate will be issued for $15,000.00 worth of stock based on
this calculation. (Example – Last trade at .50 cents. One half of .50 (cents) is
..25 (cents), so $15,000.00 divided by .25 = 60,000 shares)
5. Disclaimer
of Responsibility for Acts of Company. The obligations
of the Consultant described in this Agreement consist solely of database
distribution services to Company. In no event shall Consultant be
required by this Agreement to act as the agent of Company or otherwise to
represent or make decisions for Company. All final decisions with
respect to acts of Company or its affiliates, whether or not made pursuant to or
in reliance on information or advice furnished by Consultant hereunder, shall be
those of Company or such affiliates and Consultant shall under no circumstances
be liable for any expense incurred or loss suffered by Company as a consequence
of such decisions.
6. Indemnity. The Company
agrees to indemnify and hold Consultant, its affiliates, control persons,
officers, directors, employees, agents and sureties harmless from and against
all losses, claims, damages, liabilities, costs or expenses (including
reasonable attorneys', consultants' and accountants' fees and the cost of any of
Consultant's personnel involved in any such matter) arising out of Consultant's
entering into or performing under this Agreement, including costs arising out of
any dispute whether or not Consultant is a party to such dispute.
The Company agrees that, as an interim
measure during the pendency of any claim, action, investigation, inquiry or
other proceeding arising out of or based upon any loss, claim, damage, or
liability described above, it will reimburse the Consultant on a monthly basis
(or more often, if requested) for all reasonable legal or other expenses
incurred in connection with investigating or defending any such claim, action,
investigation, inquiry or other proceeding, notwithstanding the absence of a
judicial determination as to the propriety and enforceability of the Company’s
obligation to reimburse the Consultant for such expenses and the possibility
that such payments might later be held to have been improper by a court of
competent jurisdiction. To the extent that any portion, or all, of
any such interim reimbursement payments are held to have been improper, the
Consultant shall promptly return such amounts to the Company.
If for any reason the foregoing
indemnification is unavailable to Consultant, or insufficient to hold it
harmless, then the Company shall contribute to the amount paid or payable by
Consultant as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by the Company and its stockholders on the one hand and Consultant on the other
hand but also the relative fault of the Company and Consultant, as well as any
relevant equitable considerations. The reimbursement, indemnity and
contribution obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall be
binding upon and inure to the benefit of any successor, assigns, heirs and
personal representatives of the Company, Consultant and any such person. The
provisions of this Section 7 shall survive the termination and expiration
of this Agreement.
7. Amendment. No amendment to
this Agreement shall be valid unless such amendment is in writing and is signed
by authorized representatives of all the parties to this Agreement.
8. Waiver. Any of the terms
and conditions of this Agreement may be waived at any time and from time to time
in writing by the party entitled to the benefit thereof, but a waiver in one
instance shall not be deemed to constitute a waiver in any other
instance. A failure to enforce any provision of this Agreement shall
not operate as a waiver of this provision or of any other provision
hereof.
9. Severability. In the event that
any provision of this Agreement shall be held to be invalid, illegal or
unenforceable in any circumstances, the remaining provisions shall nevertheless
remain in full force and effect and shall be construed as if the unenforceable
portion or portions were deleted.
10. Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns. Any attempt by either
party to assign any rights, duties or obligations which may arise under this
Agreement without the prior written consent of the other party shall be
void.
11. Governing
Law. The validity,
interpretation and construction of this Agreement and each part thereof will be
governed by the laws of the State of Colorado.
12. Counterparts. This Agreement
may be executed in any number of counterparts, each of which may be deemed an
original and all of which together will constitute one and the same
instrument.
13. Arbitration. The parties agree
that all controversies which may arise between them concerning any transaction,
the construction, performance or breach of this or any other agreement between
them, whether entered into prior, on or subsequent to the date hereof, or any
other matter, including but not limited to, securities activity, investment
advice or in any way related thereto, shall be determined by arbitration in
accordance with the rules of the American Arbitration
Association. This shall enure to the benefit of and be binding on the
Company, its officers, directors, agents, independent contractors, employees,
controlling persons, sureties and any person acting on its behalf as to this
Agreement and shall enure to the benefit of and be binding on the Consultant,
its officers, directors, agents, independent contractors, employees, controlling
persons, sureties and any person acting on its behalf as to this
Agreement. Any award rendered in arbitration may be enforced in any
court of competent jurisdiction.
14. Arbitration
Disclosures.
| · | Arbitration is final and binding on the parties. |
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The
parties are waiving their right to seek remedies in court, including the
right to jury trial.
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Pre-arbitration
discovery is generally more limited than and different from court
proceedings.
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The
arbitrators' award is not required to include factual findings or legal
reasoning and any party's right to appeal or to seek modification of
rulings by the arbitrators is strictly
limited.
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The
panel of arbitrators may include arbitrators who were or are affiliated
with the securities industry.
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15. Acknowledgment. The parties
acknowledge that Section 13 above contains a binding arbitration
agreement.
| Company: | ||
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IPTIMIZE,
INC.
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| By: /s/ | ||
| Title: President | ||
| Consultant: | ||
| PRESERVE COMMUNICATIONS SERVICES, INC. | ||
| By: /s/ | ||
| Title: President |
