Exhibit 10.5
Contract for Promotional services
Agreement dated July 14, 2003 by and between Xxxxxx X. Xxx and SLS
International, Inc..("Client")
Whereas SL International, Inc. desires to develop a program for dissemination of
information pursuant to its obligations under the Exchange Act in compliance
with the restrictions on dissemination of material inside information contained
in the proposed Regulation FD, current Sections 20 and 21A thereof, and in
compliance with the requirements of Section 17(b) in the Securities Act, and
deems it to be in its best interest to retain Xxxxxx X. Xxx to render SLS
International, Inc., such services as may be needed;
2. TERMS
2.1 "Initial Terms" the initial terms of this agreement will take effect on July
16, 203 (the "launch date") and unless terminated earlier, will terminate August
16, 2003. 2.2 "Renewal" unless client gives the other party written notice prior
to no renewal will be available.
3. PRODUCT AND SERVICES
3.0 Assist SLS International, Inc. to: Disseminate information pursuant to its
obligations under the Exchange Act in compliance with the restrictions on
dissemination of material inside information contained in proposed Regulation
FD, current Sections 20 and 21A thereof, and in compliance with the requirement
s of Section 17(b) of the Securities Act.
Subject to full compliance with the requirements of Section 17(b) of the
Securities Act, to the extent applicable, distribute information concerning SLS
International, Inc., in periodicals and newsletters distributed to subscribers
sophisticated in financial and securities matters.
3.2 "Delivery and Acceptance" Within seven days of delivery and demonstration by
Xxxxxx X. Xxx of each co-product, client will
(a) provide written notice of acceptance or (b) provide written notice or
rejection setting forth each material defect in the co-branded product. Failure
by client to deliver such notice within seven days shall constitute acceptance
of the product.
3.5 "Withdrawal of a Service" Xxxxxx X. Xxx may cancel all or part of the
product at any time and at their sole discretion. Termination will also occur if
the provision of all or part of that product: (a) Becomes the subject of a claim
that such services infringe the ownership rights of any third person or that
Xxxxxx X. Xxx otherwise does not have the right to permit others to use such
services.
3.6) YOUR COMPANY NAME agrees, under the terms of the contract, o ad
clients corporate information to internet properties and any co-branded
or mirror web sites for the time frame specified in schedule 2.1 Xxxxxx
X. Xxx also agrees to provide a private e-mail to opt-in members
through affiliate web sites who have opt-in members and will have sole
discretion to license this right to other partners and other branded or
co-branded web sites for additional exposure.
a) Client understands that web traffic is a variable number and agrees that
Xxxxxx X. Xxx possess full rights to the promotion of any and all internet
properties.
b) Xxxxxx X. Xxx agrees not to distribute unsolicited mail.
c)
4. CLIENT OBLIGATIONS
4.1 "Development Assistance" Client shall provide Xxxxxx X. Xxx with reliable
corporate information and contacts regarding client's business and client's
stock in order to facilitate Xxxxxx E, Xxx'x obligations hereunder.
4.2 Client shall provide information that is legally allowable under all SEC and
other government law in regards to statements made.
5. PROMOTION AND BRANDING
5.1 "Promotion" Client shall understand Xxxxxx X. Xxx may license other internet
properties to display clients corporate information.
5.2 Xxxxxx X. Xxx shall allow all visitors to it's internet property, mirror
sites, and co-branded sites FREE access to corporate information.
6. LIABILITY
6.1 Client understands that Xxxxxx X. Xxx makes no warranties on result of said
product.
6.2 Client relieves Xxxxxx X. Xxx from any losses, damages, monetary or
otherwise that may occur due to the content of company profile.
6.3 Xxxxxx X. Xxx warrants and represents that it will make no knowingly false
claims or misleading statements on behalf of client.
7. RECOMMENDATIONS
7.1 Client understands that Xxxxxx X. Xxx is not a broker dealer or registered
investment advisor and is not acting in any way to make recommendations to the
purchase of sale of any security.
7.2 Client understands that Xxxxxx X. Xxx will make no offer to buy or sell
securities.
6.3 Xxxxxx X. Xxx will recommend that any visitor/member considering trading or
investing in said security do so only after speaking with a stockbroker or
registered financial advisor.
6.4 Xxxxxx X. Xxx agrees that since SLS International, Inc., is a "Fully
Reporting Company' as that term is commonly defined and therefore subject to the
1933 and 1934 Securities Acts as amended (the "acts"), YOUR COMPANY NAME shall
adhere to any and all applicable state and federal securities laws as it relates
to the disclosures as it relates to its compensation under the Agreement.
6.5 Xxxxxx X. Xxx understands that this agreement is being drafted in light of
recent regulatory emphasis on investor relations, corporate communications and
to ensure compliance to such rules and regulations as they may occur or may
change in the futures and to protect both Xxxxxx X. Xxx as well as the Company.
6.6 Xxxxxx X. Xxx further agrees that none of its officers, directors,
principals, affiliates or subcontractors have been convicted of any local, state
or federal offense of a securities nature or any felony conviction or are
currently or have been the subject of any regulatory investigation, whether
actions or charges have been brought, except as disclosed in writing to the
company.
6.7 The Company represents that any equity based compensation under the
Agreement is not and shall not be the result of issuance of shares under Form
S-8 or other similar registration and that such compensation has been fully paid
and is non-assessable.
6.8 Both Xxxxxx X. Xxx and the Company agree that all such amendments and
modifications to the Agreement shall be done in writing and no oral amendments
shall be binding upon either Xxxxxx X. Xxx or the Company.
8. FEES
8.1 Fees for the service will be $135,000.00 US Dollars for a (4) four week
contract. It is understood the contract is cancelable with 12 hours notice
therefore defining the contract as a week to week contract.
8.2 Payment shall be made as follows. The first $30,000.00 cash payment to be
paid to Xxxxxx X. Xxx immediately upon the signatures of both parties for week
one. Then SLS International, Inc. agrees to pay $35,000.00 cash US funds each
week for three additional weeks if not cancelled as stated above.
8.3 Both parties agree this contract can be canceled by either party with a 12
hour written notice via email or fax or mail
8.4 And, this is a week to week contract
8.5 Payments will wired directly to the account specified by Xxxxxx X. Xxx
8.6 Client understands that fees are non-refundable and binding upon signature.
By signing this agreement you are acknowledging that you have read and agree to
all the terms and conditions above.
Company Name: SLS International, Inc.
Ticker Symbol: SITI
Address:
SLS International Inc.
x/s/ Xxxx X. Xxxx
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Signature
Representing SLS International, Inc.
x
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Signature
Xxxxxx X. Xxx
August 4, 2003
This is the 12-hour notice from Xxxxxx X. Xxx to SLS International, Inc.,
That on this 4th, day of August Xxxxxx X. Xxx is terminating the contract
Signed on July 14th 2003 Between SLS International, Inc., and Xxxxxx X. Xxx.
Payments already made to Xxxxxx X. Xxx are non-refundable as specified in the
contract
/s/ Xxxxxx X. Xxx Date: 8-4-2003
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