FINDERS AGREEMENT
This Finders Fee Agreement ("Agreement") is made between Xxxxx Xxxxxxx (CK) and
the undersigned ("Client") as of the 28th day of June, 2001.
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Client Acknowledgements. Client acknowledges that CK intends to introduce
Client to other third parties who are contacts, associates, sources,
affiliates and otherwise of or related to CK (such third parties being
referred to herein as "CK Contacts"). Client acknowledges that it desires
to meet and be introduced to CK Contacts for the purpose of facilitating
and/or consummating one or more business transactions, which may include,
but shall not be limited to, one or more of the following: (a) a dedication
of goods or services, (b) an exchnage of goods and services, (c) a sale of
goods or services, (d) a purchase of goods or services, (e) a lease of
goods or services, (f) sale or lerger or joint venture of Clients company
and or services, (g) any other business combination (any of the foregoing
being transferred to herein as a "transaction").
2. Non-Circumvention. As an inducement for, and in consideration of, CK
introducing Client to CK Contact, Client covenants and agrees as follows:
(a) Client shall not, except by, through, including or otherwise with the
express prior written consent of CK, either directly or indirectly by
or through any other person, entity or affiliate, as an owner,
partner, employee or independent contractor, or otherwise, and it
shall not permit any of its directors, officers, employees or agents
(including those persons who after the date hereof become former
employees or former agents), to (i) consummate any transaction, or
enter into an option or other agreement to consummate a transaction,
whether written, or enter into an option or other agreement to
consummate a transaction, whether written or oral, or (ii) enter into,
facilitate, initiate, participate or engage in any bilateral or
multi-party negotiations involving itself, its affiliates, directors,
officers, employees, or agents concerning any transaction or the
subject matter of this Agreement which is prohibited, or (iii)
otherwise in any manner whatsoever attempt to circumvent the
objectives of this Agreement.
(b) Client keep and hold in strict confidence and shall not disclose to
any third party or use in any way (other than as contemplated by this
Agreement) any propriety and confidential information of CK, including
without limitation, the identity of an Introducing Party for so long a
period as is permitted by applicable law. Client hereby agrees to
indemnify and hold CK harmless from and against any and all demands,
claims, actions, causes of action, liabilities, cost and expenses
resulting from the disclosure by Client, its agents Affiliates or
employees to any third party of the confidential and proprietary
information of CK in connection with and in violation of this
Agreement. Client recognizes that certain breaches of this
Agreement will cause CK irreparable harm and damage for which CK
cannot be adequately compensated at law and, thus in addition to any
and all remedies which may be provided by law, CK shall have the right
to restrain the breach of any provision of this Agreement and to
obtain an injunction against any further breach.
(c) Client agrees that the identity of any and all CK contact is the
exclusive, proprietary property of CK. The covenants and agreements of
Client set forth in this paragraph shall inure to the benefit of CK,
its affiliated, successors and assigns forever.
3. Finder's Fee. In consideration for services rendered hereunder, agrees to
compensate CK as follows: (a) Client agrees to pay CK 125,000 shares of the
corporations freely traded common stock. Such shares may be paid via S-8.
Such shares shall be transferred to CK within three (3) weeks of the
signing of this Agreement. Shares shall be fully paid and nonassesable. It
is understood that a S-8 registration is being contemplated and these
shares shall be included in said registration and these shares shall be
registered at the expenses of the Corporation (b) Client shall pay to CK
ten percent (10%) of the gross value of a transaction (the finders fee).
The finders fee shall be due and payable immediately upon consummation of
the transaction. The finders fee may be paid to CK in the form of shares of
stock or other securities transferred to CK, cash, or by transfer of
like-find property or other assets, having equivalent value, as determined
by CK in its discretion. In the event CK accepts securities as
consideration hereunder, such securities shall be transferred to CK free
and clear of any and all liens, claims, security interests and other
encumbrances. (c) The gross value of the transaction, for purposes, hereof,
shall be that value which is stated and agreed upon by the parties thereto,
provided, that such value is not less than fair market value. In the event
that no specific gross value is stated, or in further event that the gross
value is stated is deemed by CK to be unreasonably low or below fair market
value, the gross value of the subject transaction shall be conclusively
deemed to be the full market value if all goods, services, and other
benefits received, acquired and/or injuring to the client, (d) It is
understood that when and if Client or any affiliate of Client, or any
person acting in conjunction with ore under the direction of Client,
directly or indirectly, purchases or sells, or acquires by trade, barter or
exchange, goods or services or acquires any rights or interest therein at
any time during or after the term of this Agreement, for a period of three
(3) years following termination of this Agreement as a result of or in
connection with any transaction identified, or any introduction or contact
made then CK shall be entitled to the above corresponding finders fee.
4. Indemnification. Client shall indemnify, save and keep CK and its
affiliates successors and assigns, forever harmless against and from all
liability demands, claims, actions or cause of action, assessments, losses,
fines, penalties, costs, damages and expenses, including reasonable
attorney's fees, sustained or incurred by CK, its affiliates, successors
and assigns as a result of, or arising out of, or by virtue of, any (i)
breach of any representation, warranty, covenant, agreement or obligation
of Client or its affiliates
herein, and (ii) act or omission by or of Client or any of its affiliates.
5. Entire Agreement. This Agreement constitutes the entire agreement between
the parties ----------------- with respect to the subject matter hereof.
Any amendments, or alternative or supplementary provisions to this
Agreement must be made in writing and duly executed by an authorized
representative or agent of each of the parties hereto.
6. Term of Agreement. The term of this Agreement shall be five (5) months,
commencing on the date herein above, and terminating on the first
anniversary of such date. Clients obligations as set forth in this
Agreement shall survive the termination of this Agreement.
7. Non-Waiver. The failure in any one or more instances of a party to insist
upon performance of any of the terms, covenants or conditions of this
Agreement shall not be effective unless it is in writing and signed by an
authorized representative of the waiving party.
8. Severability. The invalidity of any provision of this Agreement or portion
of a provision shall not effect the validity of any other provision of this
Agreement or the remaining portion of the applicable provision.
9. Applicable Law. This Agreement shall be governed and controlled as to
validity, enforcement, interpretation, construction, effect and in all
other respects by the internal laws of the State of Florida applicable to
contracts, made in that State. The parties submit to a proper court of
competent jurisdiction located in the State of Florida, in the event of any
dispute arising between the parties hereunder.
10. Prevailing Party. In the event that CK takes legal action to enforce its
rights hereunder, CK shall be entitled to recover and Client agrees to pay
CK's reasonable attorney's fee and expenses in addition all other rights
and remedies of CK in connection with such enforcement action.
11. Binding Effect; Benefit. (a) This Agreement may not be assigned by either
party hereto without the prior written consent of the other party. Nothing
in this Agreement, express or implied, is intended to confer on any person
other than the parties hereto, and their respective successors and
permitted assigns any rights, remedies, obligation or liabilities under or
by reason of this Agreement.
(b) Notwithstanding anything contained herein to the contrary, Client
shall cause the terms and provisions of this Agreement to be binding
upon its shareholders, members, officers, directors, partners,
employees and any of its/their associates and affiliates acting in any
capacity, whether jointly or alone, or together with or as agent for
any person, form, company, corporation, partnership, association or
other entity whatsoever, whether directly or indirectly.
12. Limitation of Representations of CK Relationship of Parties. CK makes no
representation or warranties to Client and all such representations and
warranties, whether expressed or implied, are hereby disclaimed. Other than
to use reasonable efforts to make introductions and contacts on behalf of
Client, CK shall have no obligations or duties to Client and thus shall
have no liability to Client. Client acknowledges that CK is not, and
pssesses no license or permit to be, a broker, broker-dealer, investment
advisor, market- maker or other similar agent, as such terms are defined by
the regulations promulgated by the Securities and Exchange Commission. CK's
relationship to Client and affiliates of Client shall be as independent
contractors, only as set forth herein and nothing contained herein shall
make or constitute either party as an agent, broker, licensor, partner,
joint venture, franchisor or franchisee, or employee or employer, one with
the other.
13. Definition of Affiliate. For the purpose hereof, "affiliate" shall mean
with respect to any person or entity, any other person, corporation,
partnership, trust or other entity that directly or indirectly, through one
or more intermediaries, is controlled by, controls or is under common
control with, such person or entity. Client shall use reasonable efforts to
procure written acknowledgments from each of the foregoing stating that
they join in and agree to be personally bound by the terms of this
Agreement as set forth in this paragraph. Client shall provide written
evidence of the acknowledgment to CK or its nominee upon request.
14. Fascimile. For purpose of negotiating and finalizing this Agreement any
signature arriving from Client transmitted via fascimile (fax) machine
shall be considered for these purposes an original signature and shall have
the same binding legal effect as an original document and the use of a fax
machine as a defense to this Agreement shall be forever waived to such
defense.
IN WITNESS WHEREOF, the parties have executed this Finders Fee Agreement on this
first above written.
Client: Roanoke Technology Corp. Xxxxx Xxxxxxx
By: /s/ Xxxxx Xxxxx (Xxxxx Xxxxx) By: /s/ Xxxxx Xxxxxxx
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its CEO
Address: 000 Xxxxxx Xxxxx Address: 0000 Xxxxxx Xx. #000
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Xxxxxxx Xxxxxx, X.X. 00000 Xxxx Xxxxx, Xxxxxxx 00000
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Phone: 000-000-0000 Phone: 000-000-0000
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Fax: 000-000-0000 Fax: 000-000-0000
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FINAL ADDENDUM
6/28/01
PURSUANT TO OUR AGREEMENT DATED JUNE 28, 2001 THE FOLLOWING CHANGES ARE AGREED
UPON AND/OR CLARIFIED BY BOTH PARTIES:
*THIS IS NON EXCLUSIVE AGREEMENT (#2A)
* COMPENSATION OTHER THAN LIKE KIND SHALL BE
DISCUSSED AND AGREED UPON BY BOTH PARTIES PRIOR TO
ALLOWING A TRANSACTION TO BE CONSUMMATED (#3B)
* CK SHALL NOT SELL MORE THAN 65,000 SHARES WITHIN 60
DAYS OF SIGNING THIS AGREEMENT OF THE 125,000 IR IS TO
RECEIVE (#3A)
* CK WILL HAVE NO SELLING/RESTRICTIONS ON THE COMMISSIONS IT RECEIVED FROM
ROANOKE TECHNOLOGY CORP.
* CK MAY EXTEND ITS SERVICES TO INCLUDE OTHER VARIOUS GENERAL CONSULTING
SERVICES AND MAY REQUEST AND RECEIVE ADDITIONAL COMPENSATION IN THE WAY OF FREE
TRADING SHARES FROM CLIENT. SUCH SERVICES AND COMPENSATION TO BE DISCUSSED PRIOR
TO.
* THIS AGREEMENT GOES INTO EFFECT IMMEDIATELY UPON SIGNING OF THIS AGREEMENT,
HOWEVER, THE FREE TRADING SHARES WILL BE REGISTERED WITH THE NEXT 30 DAYS.
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxx
XXXXX XXXXX XXXXX XXXXXXX
CEO/PRESIDENT
