Exhibit 10.1
THE INVESTOR RELATIONS GROUP INC.
LETTER OF AGREEMENT
DATE: JUNE 12, 2006
Section 1. Services to be Rendered. The purpose of this letter is to set forth
the terms and conditions on which The Investor Relations Group, Inc. (IRG)
agrees to provide Synova Healthcare Inc. (the "Company") comprehensive investor
relations and public relations services. These services shall include, but are
not limited to: overall management of the corporate communications program;
designing a corporate fact sheet that can readily be mass produced for
distribution to brokers, analysts, and other industry personnel; securing
one-on-one and group appointments with industry professionals for presentations
by, for, and about the Company; targeted mailings; assistance with compiling
promotional materials; writing and editing news releases and other corporate
materials; advice on packaging the Company story; writing pitch letters to and
solicitation of the appropriate media and press; syndicated stories; and, daily
update reports.
Section 2. Fees. The Company shall pay to IRG for its services hereunder
including investor relations and public relations services a monthly fee of $
17,500 payable by the 5th day of each month.
Additionally, , upon execution of this Agreement, the Company will issue in
the name of IRG 200,000 shares (the "Restricted Shares") of the Company's common
stock, $.001 par value per share. The Restricted Shares shall be subject to all
restrictions and may not be assigned, exchanged, pledged, gifted, transferred or
otherwise encumbered or disposed of, whether voluntarily or involuntarily, by
operation of law or otherwise, until vested.
Subject to the following sentence, IRG's right to receive the Restricted
Shares will vest in accordance with the following schedule: (i) 100,000 shares
on the six month anniversary of this Agreement and (ii) 100,000 shares on the
twelve (12) month anniversary of this Agreement. Notwithstanding the foregoing,
the Restricted Shares will vest if, and only if, IRG is engaged by the Company
under the terms of this Agreement on the vesting date. If this Agreement is
terminated for any or no reason prior to the vesting date of any Restricted
Shares, IRG's right to receive any such non-vested shares shall expire and such
shares shall be deemed immediately canceled. The Company will hold the
certificates evidencing the Restricted Shares and will deliver them to IRG if
and when such shares vest and, thereafter, such shares will continue to be
subject to any restrictions that may apply under applicable securities laws,
rules and regulations.
Section 3. Expenses. In addition to all other fees payable to IRG hereunder, the
Company hereby agrees to reimburse IRG for all reasonable out-of-pocket expenses
incurred in connection with the performance of services hereunder. These
out-of-pocket expenses shall include, but are not limited to: telephone,
photocopying, postage, messenger service, clipping service, maintaining mailing
lists, information retrieval service, wire services, monitoring advisory
service, all production costs for press releases including paper, envelopes,
folding, insertion and delivery to the post office, all reasonable travel
expenses, and all reasonable meeting expenses including rental of audio/visual
equipment. No individual expenses over $500 will be expended without first
notifying the Company. A running invoice will be maintained of all expenses
incurred and will be submitted to the Company each month.
Section 4. Indemnification. The Company and IRG agree to defend, indemnify and
hold each other, their affiliates, stockholders, directors officers, agents,
employees, successors and assigns (each an "Indemnified Person") harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind
whatsoever (including, without limitation, reasonable attorneys' fees) arising
solely from the Company's or IRG's breach of their obligations, warranties and
representations under this Agreement, except that neither party shall have any
liability hereunder to any
Indemnified Person arising from the other party's gross negligence or willful
misconduct. It is further agreed that the foregoing indemnity shall be in
addition to any rights that either party may have at common law or otherwise,
including, but not limited to, any right to contribution.
Section 5. Term of Agreement and Guarantee of Satisfaction. (a) The engagement
of IRG under the provisions of this agreement shall continue until notice of
termination is received. (b) The Company may terminate IRGs engagement
hereunder, with or without cause, immediately at any time during this agreement.
Any fees accrued to IRG prior to cancellation will be payable immediately. (c)
IRG may terminate its engagement hereunder, with or without cause, at any time
during this agreement. The obligations of the parties under Sections 4 and 6
shall survive termination or breach of this agreement, with or without cause, by
either party.
Section 6. Solicitation of Employees. For a period commencing two years after
the termination of this Agreement, the Company shall not, directly or
indirectly: (i) influence or attempt to influence any employee of IRG to leave
its employ; (ii) agree to aid any competitor or customer of IRG in any attempt
to hire any person who was employed by IRG within the two year period preceding
termination of this Agreement; or (iii) solicit or induce any person who was
employed by IRG on or after the date of this Agreement (but in no event more
than the two year period preceding the termination of this Agreement) to become
employed by the Company. The Company acknowledges that the restrictions in this
section are reasonable and necessary for the protection of IRG's business.
Section 7. Severability. In case any provision of this letter agreement shall be
invalid, illegal, or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired thereby.
Section 8. Consent to Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Pennsylvania, and
the parties hereby consent to the exclusive jurisdiction of the State and
Federal Courts, located within the City and County of Philadelphia and
Commonwealth of Pennsylvania to resolve any disputes arising under this
Agreement.
Section 9. Other Services. If the Company desires additional services not
included in this agreement, any such additional services shall be covered by a
separate agreement between the parties hereto.
Please evidence your acceptance of the provisions of this letter by signing
the copy of this letter enclosed herewith and returning it to The Investor
Relations Group Inc., 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention:
Xxxx Xxxxxxx, Ph.D., Chairman & CEO. Very truly yours,
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Founder & Chairman
The Investor Relations Group, Inc.
ACCEPTED AND AGREED
AS OF THE DATE FIRST ABOVE WRITTEN:
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
CEO Synova Healthcare Group, Inc.
