EXHIBIT 10.22
CONSULTING AGREEMENT
This agreement is entered into between TGR Group LLC, a Nevada Limited Liability
Company (hereafter known as TGR) and Xtreme Companies, Inc, a Nevada
Corporation, hereafter known as XTRI), with reference to the following facts.
XTRI has expressed a desire to enter into this agreement with TGR to provide
Internet Public Relations Services for XTRI. TGR is in the business of providing
such services and desires to enter into an agreement with XTRI to provide these
services for XTRI, a publicly traded company. This Agreement is for the purpose
of defining the services to be provided and the rights and responsibilities of
both parties.
I. SERVICES PROVIDED BY TGR
1. TGR agrees to prepare a detailed profile report on XTRI following certain
guidelines that have already been established by TGR. The report shall be
released at a final date to be established by both parties.
2. TGR agrees to expose all future editions to all the members of its
proprietary Small Cap Digest database of over 600,000 members.
3. TGR will continue to release to its subscribers on the selected
Newsletter all substantive information (i.e. Press Releases, Annual Reports,
Analysts Reports, etc.), which XTRI has formally and officially released to the
general public, for a period of one year from the date of the original profile.
4. TGR reserves the right to share any views or opinions of its choosing
with its proprietary database regarding the performance of XTRI stock. The
management of XTRI shall have no editorial control over the content published on
XTRI within the context of the XTRI profile, and as such both parties recognize
that any opinions expressed in the Small Cap Digest are solely those of the
editors.
II. RESPONSIBILITIES OF XTRI
1. XTRI agrees to assist TGR, as requested, in the preparation of the corporate
profile report on said Company.
2. XTRI will, if requested, provide or arrange to be provided to TGR or its
designee, such accounting information as may be necessary to complete the
corporate "due diligence" necessary to compile an accurate and detailed profile
report on the companies.
3. XTRI agrees to provide TGR with certain business and other material
information about XTRI, its products, services, contracts, pending litigation,
patents, trademarks and other such business matters which TGR may request and
which TGR considers to be important for the completion of this contract.
4. XTRI agrees, during the term of this agreement, to notify TGR of any changes
in the status or nature of its business, any pending litigation, or any other
developments that may require further disclosure.
III. COMPENSATION
1. TGR shall receive a fee of twenty five thousand US dollars ($25,000), due
upon signing of this agreement.
2. TGR shall receive five hundred thousand (500,000) shares of newly issued,
restricted common stock in XTRI. Two hundred fifty thousand (250,000) shares
shall have piggy back registration rights with the first appropriate
registration statement
IV. REPRESENTATIONS BY TGR
TGR represents, warrants, and covenants the following:
1. TGR is a Company duly organized and existing under the laws of the State of
Nevada and is in good standing with the jurisdiction of its incorporation.
2. TGR will disclose to XTRI any and all material facts and circumstances, which
may affect its ability to perform it's undertaking herein.
3. TGR will cooperate in a prompt and professional manner with XTRI or its
agents in the performance of this Agreement.
V. REPRESENTATIONS OF XTRI
XTRI represents, warrants and covenants the following:
1. XTRI will cooperate fully with TGR in executing the responsibilities required
under this Agreement so that TGR may fulfill its responsibilities in a timely
manner.
2. XTRI will not circumvent this Agreement either directly or indirectly nor
will it interfere with, impair, or delay TGR in performing work described in
this Agreement. XTRI will not cause TGR to perform work not described in this
Agreement.
3. XTRI and each of its subsidiaries is a corporation duly organized and
existing under the laws of its stateJCJim Cassina-2112921086 or province or
province of incorporation and is in good standing with the jurisdiction of its
incorporation in each state or province where it is required to be qualified to
do business.
4. XTRI's articles of incorporation and by-law's delivered pursuant to this
Agreement are true, and complete copies of it have been duly adopted.
5. XTRI will cooperate in a prompt and professional manner with TGR, its
attorneys, accountants and agents during the performance of the obligations due
under this Agreement.
6. All financial information from XTRI will be provided to TGR in a timely and
complete manner and all other information, which XTRI has previously provided to
TGR concerning XTRI, is accurate and complete in every material respect. If it
is later determined that such is not the case, it shall be considered a basis
for the termination of this Agreement.
7. XTRI does hereby state that all information supplied to TGR during the course
of this Agreement shall be true and accurate to the best of XTRI's knowledge.
XTRI agrees to hold TGR harmless for the accuracy of any information disclosed
under this Agreement where the information was provided by XTRI to TGR
VI. CONFIDENTIALITY
1. TGR agrees that all information received from XTRI shall be treated as
confidential information and TGR shall not share such information with any other
person or entity, except as required by TGR to fulfill this Agreement, without
the express written consent of XTRI, unless such disclosure will not cause
damages to XTRI or is already in the public domain. Furthermore, TGR shall not
take any action with the intention of profiting from "insider information".
Furthermore, TGR shall not take any action with the intention of profiting from
"insider information".
VII. NOTICES
Any notices from either party to the other shall be deemed received on the
date such notice is personally delivered. Any notice sent by fax transmission
shall be deemed received by the other party on the day it has been transmitted.
Any notice sent by mail by either party to the other shall be deemed received on
the third business day after it has been deposited at a United States or
Canadian post office. For purposes of delivering or sending notice to the
parties under this Agreement such notices shall be delivered or sent as follows:
TGR Group LLC
0000 Xxx Xxx Xxxxxxx Xx #000
Xxx Xxxxx, XX 00000
Xtreme Companies, Inc.
00000 Xxxxxxx Xxx Xxxx 00
Xxxxxxx, XX 00000
VIII. ENTIRE AGREEMENT
Neither party has made representations to the other, which are not specifically
set forth in this Agreement. There are no oral or other agreements between the
parties that have been entered into prior or contemporaneously with the
formation of this Agreement. All oral promises, agreements, representations,
statements and warranties hereinafter asserted by one party against the other,
shall be deemed to have been waived by such party asserting that they were made
and this Agreement shall supersede all prior negotiations, statements,
representations, warranties and agreements made or entered into between the
parties to this Agreement.
IX. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under this
Agreement without the express written consent of the other party.
X. CONSTRUCTION
The laws of the Province of Alberta, Canada shall govern this Agreement.
XI. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation of this
Agreement, the prevailing party shall be entitled to recover its costs of suit
and reasonable attorney's fees from the other party, in addition to any other
relief granted by the court.
XII. WAIVER
The waiver of any provision of this Agreement by either party shall not be
deemed to be a continuing waiver or a waiver of any other provision of this
Agreement by either party.
XIII. SEVERABILITY
If any provision of this Agreement or any subsequent modifications hereof are
found to be unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue to remain in full force and effect.
XIV. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other that they
have the authority to bind their respective corporations to the terms and
conditions of this Agreement. The individuals shall not, however have personal
liability by executing this Agreement and sign this Agreement only in their
representative capacities as authorized officers of the XTRI and TGR
respectively.
XV. INDEMNIFICATION
TGR agrees to indemnify XTRI from any liability or claim arising out of any act
or omission on the part of TGR that would be in violation of any securities laws
and regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
on this 27th day of January 2004.
XTREME COMPANIES, INC. TGR GROUP LLC
/s/ Xxxxx Xxxx /s/ Xxxxxxxx Xxxxx
------------------------------- -------------------------------
Xxxxx Xxxx Xxxxxxxx Xxxxx. Isen
CEO Authorized Signing Member
