1
EXHIBIT 6.22
INVESTOR RELATIONS AGREEMENT
THIS AGREEMENT is dated for reference the 15th day of January, 1998
BETWEEN:
INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC., a corporation governed
by the laws of the State of South Carolina and having an office at
Suite 128, 000 Xxxxxx Xxx, Xxxxxxxx, Xxxxx Xxxxxxxx 00000
(the "Company")
AND:
HARBORSIDE COMMUNICATIONS INC., a corporation governed by the laws of
the Province of British Columbia and having an office at Xxxxx 000, 000
Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Advisor").
WHEREAS:
A. The Advisor has knowledge, experience, reputation and contacts in the
areas of investor relations, corporate communications and the securities and
investment industry; and
B. The Company is desirous of retaining the Advisor to provide certain
investor relations services based on its knowledge, experience, reputation and
contacts and to assist the Company with its shareholder and corporate
communications,
NOW, THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the promises
and the covenants and agreements hereinafter contained, it is mutually agreed by
and between the parties as follows:
1. Engagement and Term. The Company and the Advisor agree that the
Advisor shall be retained on a non-exclusive basis to perform investor relations
services for the Company beginning on January 29, 1998 for a minimum period of
three months ending April 30, 1998, which term will renew automatically for
additional terms of one month.
2. Services. The Advisor will provide such general investor relations,
corporate communications and support services as the parties may mutually agree
upon from time to time, including the following specific services:
(a) Establishing a written plan (the "Plan") that articulates the
method, medium, materials and frequency of providing an
on-going flow of information about the Company to its
significant Canadian shareholders as well as to brokers,
analysts and potential investors. The Plan will include
(i) a schedule of materials to be provided by the Company
to investors, shareholders and the press;
E-12
2
(ii) a schedule of the specific contacts to be made by the
Company via facsimile, mail, e-mail and other
appropriate means; and
(iii) a recommended schedule of general media exposure.
(b) Developing a means of monitoring and auditing the results and
responses to the Plan.
(c) Subject to the prior approval of the Company and its counsel,
executing the Plan. If special equipment or communications
arrangements are necessary to execute the proposed Plan
effectively, the Advisor will prepare a schedule of such costs
that must be approved by the Company prior to the execution of
the Plan.
(d) Advising the Company about existing and emerging trends and
changes in the VSE brokerage and investment community so that
appropriate investor relations materials can be prepared and
disseminated in a timely manner. In addition, the Advisor will
monitor the ownership of the Company's shares to determine if
and when material changes occur that may necessitate
additional investor relations contacts.
(e) Coordinating all of the Company's investor and shareholder
contacts with the Company's Canadian counsel and, as
necessary, the Company's South Carolina counsel, to ensure
compliance with all applicable British Columbia and US
securities laws, VSE policies and other applicable regulatory
requirements.
(f) Advising and assisting the Company with the preparation of
on-site investor relations meetings at times and locations as
may be mutually agreed upon by the parties.
(g) As necessary, assisting the Company with the design,
preparation and dissemination of investor relations materials
(e.g., press releases, news articles and financial
information).
3. Regulatory Approval. The Company agrees to file with the British
Columbia Securities Commission (the "Commission") and the Vancouver Stock
Exchange (the "VSE"), within the required time periods, such documents and
applicable fees as may be required to obtain any necessary regulatory approval
of this agreement. The Advisor expressly acknowledges and understands that this
agreement and the obligations of the Company hereunder are expressly conditional
upon the Company receiving all required approvals from the Commission, the
Exchange and any other applicable regulatory authority, failing which this
agreement shall be of no force or effect.
4. Good faith performance. The Advisor agrees to perform its services
during this term of this agreement honestly and in good faith with a view to the
best interests of the Company.
5. Confidentiality. The Advisor agrees to keep confidential and not to
disclose to any person, firm, association or corporation other than employees or
agents of the Company all material non-public information provided to the
Advisor by the Company or otherwise obtained by the Advisor about the Company
except as required by law or expressly authorized in advance by the Company.
Notwithstanding anything to the contrary, the Advisor may disclose non-public
information to its employees, agents and advisors, who shall also be bound by
the terms of this paragraph, in circumstances where the Advisor reasonably
determines that such disclosure is necessary to provide the services
contemplated hereunder.
6. Compliance with applicable laws and policies. The Advisor represents
and warrants to the Company that it holds all registrations, licenses, permits
and authorizations required in order to perform the services provided for
hereunder and, in the performance of such services for the Company, agrees to
E-13
3
comply, on a continuing basis, with the provisions of section 52(2) of the BC
Securities Act (a copy of which is attached hereto as Schedule A) and all other
applicable securities laws, VSE policies and regulatory requirements.
7. Payment of fees and expenses.
(a) In consideration for the services to be rendered by
the Advisor hereunder, the Company hereby agrees to
pay the Advisor a monthly fee of US$5,500 (plus any
applicable taxes) commencing on the day this
agreement is fully executed, with subsequent fee
payments due on the same calendar day (or, if such
day is not a business day, then the next business
day) of each succeeding month during the term of the
agreement.
(b) If the Company desires that the Advisor provide
services that are in addition to the services
contemplated by this agreement, the Advisor shall
advise the Company of the additional fees that the
Advisor requires to perform same. If the Company
approves such additional services, the Company shall
pay the Advisor such additional fees as and when
required by the Advisor.
(c) In addition to the fees payable in connection with
the services to be provided by the Advisor hereunder,
the Company shall reimburse the Advisor for
(i) all reasonable out-of-pocket expenses
(including, for example, long-distance
telephone, facsimile and overnight courier
charges); and
(ii) any reasonable professional advisory fees
(such as graphic design, printing or multi
media service fees)
that are necessary to perform the services hereunder
and are approved in advance by the Company. The
Company shall reimburse the Advisor for all such
expenses forthwith upon receipt within a reasonable
time period of the Advisor's account of the expenses
with supporting receipt documentation therefor.
8. Provision of information. The Company hereby undertakes and agrees
to provide the Advisor with all information, documentation, reports, shareholder
lists and assistance that the Advisor may require from time to time in order to
adequately perform its services under this agreement.
9. Reliance on information. The Company acknowledges that the Advisor,
in carrying out its services hereunder, will be relying on information prepared
and supplied by the Company and its respective agents and advisors. Subject to
the exercise of the Advisor's professional judgment, the Advisor will be
entitled to rely on, and is under no obligation to verify the accuracy or
completeness of, such information. In addition, the Advisor is under no
obligation to investigate any changes that may occur in such information
subsequent to the date hereof, except to the extent that the Advisor actually
becomes aware of any such changes or to the extent that the Company reasonably
requests the Advisor to investigate such changes.
10. Termination. The Company or the Advisor may, at its option,
terminate this agreement upon 30 days' written notice to the other party. The
Company may immediately terminate the relationship established under this
agreement prior to the expiration of the term where
(a) the Advisor acts unlawfully, dishonestly or in bad faith in
connection with the performance of its obligations under this
agreement; or
E-14
4
(b) the Advisor breaches or defaults on any term of this agreement
and such breach has not been remedied to the satisfaction of
the Company within 14 days after written notice of the breach
or default has been given by the Company to the Advisor.
11. Indemnification. The Company hereby covenants and agrees that it
will indemnify and save harmless the Advisor, its officers, directors,
employees, agents, professional advisors and representatives, from and against
any claims, costs, expenses, damages, causes of action or actions, fees,
charges, liabilities or dues whatsoever which they may incur or sustain, caused
or arising, directly or indirectly, by reason of any statement or information
contained in any materials supplied to them by or on behalf of the Company or
filed with any regulatory body or by reason of the omission to state therein any
fact or information required to be stated therein or necessary to make any
statement therein not misleading, or, caused or arising, directly or indirectly,
by reason of the Advisor entering into and/or carrying out its duties as
provided for in this agreement; provided that no claim may be made by the
Advisor for indemnification hereunder in respect of any act or omission of the
Advisor that is fraudulent, dishonest or negligent.
12. Time of Essence. Time shall in all respects be of the essence under
this agreement.
13. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein, and the parties hereby attorn to the
jurisdiction of the courts of the Province of British Columbia.
14. Notice. Any notice required or permitted to be given hereunder
shall be in writing and shall be effectively given if (i) delivered personally,
(ii) sent by prepaid overnight courier service or (iii) sent by facsimile,
addressed, in the case of notice to the Advisor, as follows:
Harborside Communications Inc.
Xxxxx 000, 000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Facsimile: (000) 000-0000
Attention: Cameron Shippit, Director and/or
Xxxxx Xxxx, President
and in the case of notice to the Company, as follows:
Integrated Business Systems and Services, Inc.
Xxxxx 000, 000 Xxxxxx Xxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxx
President
Any notice sent by overnight courier mailed shall be deemed to have been given
on the business day after delivery to the courier. Notice transmitted by a form
of recorded telecommunication or delivered personally shall be deemed given on
the day of transmission or personal delivery, as the case may be.
Any party may from time to time notify the other in the manner provided herein
of any change of address which thereafter until changed by like notice, shall be
the address of such party for all purposes hereof.
E-15
5
15. Further Acts. The parties agree to execute and deliver to each
other such further instruments and other written assurances and to do or cause
to be done such further acts of things as may be necessary or convenient to
carry out and give effect to the provisions of this agreement or as any of the
parties may reasonably request in order to carry out the transactions
contemplated herein.
16. Entire Agreement. This agreement sets for the entire agreement
between the parties hereto pertaining to the specific subject matter hereof and
replaces and supersedes all prior agreements, understanding, negotiations and
discussions, whether oral or written, of the parties hereto, and there are no
warranties, representations or other agreements, whether written or oral,
express or implied, statutory or otherwise. between the parties hereto in
connection with the subject matter hereof except as specifically set forth
herein. No supplement, modification, amendment, waiver or termination of this
agreement shall be binding unless executed in writing by the party or parties to
be bound thereby.
17. Inurement. This agreement shall be binding upon and shall enure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
18. Non-assignability. This agreement shall not be assigned by either
party without the prior written consent of the other party, which consent may
not be unreasonably withheld.
19. Counterparts. This agreement may be executed in counterparts. Each
signed counterpart will be deemed to be an original, and such counterparts,
together, will constitute one and the same instrument and, notwithstanding the
date of execution, will be deemed to bear the date first above written.
IN WITNESS WHEREOF the parties hereto have duly executed this agreement.
HARBORSIDE COMMUNICATIONS INC.
By:/s/ CAMERON SHIPPIT
----------------------------
Cameron Shippit
Director
INTEGRATED BUSINESS SYSTEMS AND
SERVICES, INC.
By:/s/ XXXXX X. XXXXXXX
----------------------------
Xxxxx X. Xxxxxxx
President and Director
E-16
