EXHIBIT 10.29
ROI Group Associates Inc.
SERVICE AGREEMENT
This Agreement is made on August 22, 2006 between China Direct Investments,
Inc., a corporation organized and existing under the laws of the State of
Delaware with its principal place of business located at 0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 hereinafter referred to as "Client" and
ROI Group Associates, Inc., with its principal place of business located at 00
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, hereinafter referred to as "ROI".
1. RECITALS
Client operates as a consulting and holding company focused on companies in
China.
Client desires to engage the services of ROI under the terms and conditions set
forth in this agreement.
ROI desires to perform services for the Client under the terms and conditions
set forth in this agreement.
SERVICES
A. Monitor and respond to incoming investor inquiries
B. Draft public releases
C. Organize investor seminars
2. COMPENSATION
Client shall grant to ROI warrants to purchase 50,000 shares of China Direct,
Inc. common stock at an exercise price of $4.00 per share. The warrants will
expire 5 years from the date of grant. All warrants shall carry piggyback
registration rights, a cashless exercise feature as one option of their
conversion, and are to be delivered as soon as practicable following the
execution of the service agreement. We connmit not to sell the shares underlying
the below warrants for as long as we represent the Company.
3. LIMITATION OF LIABILITY
With regard to the services to be performed by each party pursuant to the terms
of this Agreement, neither party shall be liable to one another, or to anyone
who may claim any right due to this relationship with the Client, for any acts
or omissions in the performance of said services on the part of either party or
the agents or employees of either party; except when said acts or omissions of
either party are due to its willful misconduct. Accordingly, each party shall
hold the other free and harmless from any obligations, costs, claims, judgments,
attorney fees and attachments arising from or growing out of the services
rendered in connection with this agreement. When such liability shall arise due
to the willful misconduct of either party, the limit and all liability or claim
for damages, costs of defense or expenses on account of any error, omission or
professional negligence to be levied against either party by the other shall not
exceed the amount of total fees paid by the Client at that time.
4. CONFIDENTIALITY
ROI acknowledges a duty not to disclose with the Client's prior approval during
or after its terms of appointment any confidential information relating to the
Client or Client's business including that resulting from studies or surveys
commissioned and paid for by the Client. The Client in turn acknowledges ROI's
right to use any general information regarding Client products or services which
it has gained in the course of its appointment and which is to become publicly
available for the purpose of providing services to the Client.
00 Xxxxxxxx, Xxx. 0000 - Xxx Xxxx, XX 00000 - (000)000-0000 - Fax: (000)000-0000
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ROI Group Associates Inc.
The Client recognizes that ROI may provide consulting services to third parties.
However, ROI is bound by confidentiality provisions of this Agreement and ROI
may not use the information directly or indirectly for the benefit of third
parties.
5. REIMBURSED EXPENSES
The following will be billed monthly and assessed at cost:
A. Travel expenses (with Client approval)
B. Printing and commercial reproduction
C. Mailing and courier services
D. Other outsourced professional services
Any expenses above $5,000 will be pre-approved, in writing, by the Company.
6. APPROVALS
The Client hereby designateds Dr. Xxxxx Xxxx, Chief Executive Officer, and Xxxx
Xxxxxx, President, as its representatives, unless otherwise, notified in
writing. All material produces by ROI shall be approved in writing by this
representative. All works so approved shall be considered to have been accepted
by the Client. Further changes in accepted material will be charged to the
Client as Additional Work.
7. TERM
The term of this Agreement shall commence on 8/22/06 and terminate on 10/22/06
8. WARRANTY
ROI will perform professional services, obtain findings and prepare
recommendations in accordance with generally and currently accepted
communications consulting principles and practices. This warranty is in lieu of
all other warranties either expressed or implied.
9. MISCELLANEOUS
A. GOVERNING LAW
This Agreement shall be binding on and shall be for the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns and shall be governed by the laws of the State of New
York.
B. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement about understanding between
ROI and the Client and supersedes any and all other Agreements between the
parties. No representation or promise, either oral or written, has been made
except as specifically set forth herein. Should any part of this Agreement be
declared invalid, such invalidity shall not affect the remainder of this
Agreement without herein including any portion, which may hereafter be
declared invalid.
In witness whereof, the parties have executed this Agreement of the day and year
first above written.
ROI GROUP ASSOCIATES, INC. CHINA DIRECT INVESTMENTS, INC.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxx
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Xxxxxx X. Xxxxxxxx Dr. Xxxxx Xxxx
President Chief Executive Officer
00 Xxxxxxxx, Xxx. 0000 - Xxx Xxxx, XX 00000 - (000)000-0000 - Fax: (000)000-0000
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