EXHIBIT 10.9
AGREEMENT
This agreement is made as of this 13th day of August 2001, by and between Small
Town Radio, Inc. ("The Company"), with principal offices at 00000 Xxxxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, and ceoHeadlines, Inc. with principal
offices at 0000 Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000.
Whereas, The Company desires to retain ceoHeadlines, Inc. to perform services
for it and ceoHeadlines, Inc. is willing to undertake and provide such services
as hereinafter fully set forth.
The parties agree as follows:
The Company's profile will be posted on xxxXxxxxxxxx.xxx for a three month
period ("Initial Three Month Period") commencing on September 1, 2001 and
concluding on November 30, 2001.
The terms and conditions are as follows:
The Company shall pay $900.00 to ceoHeadlines, Inc. representing the first three
months and $15,400.00 worth of the Company's common stock based on the current
price of the stock, which is $.11 (Eleven Cents) per share as of August 13,
2001. Therefore, the company shall irrevocably issue to ceoHeadlines, Inc. a
total of 140,000 (One Hundred Forty Thousand) shares of the Company's common
stock. It is understood that all shares are restricted and will be dated as of
September 1, 2001. The Company shall immediately notify its transfer agent to
issue said shares to ceoHeadlines, Inc.
The Company shall have three options to extend this agreement past the Initial
Three Month Period (for a maximum total of twelve months including the Initial
Three Month Period) for the same terms and conditions as set forth in this
agreement. The Company shall have until seven calendar days prior to the
conclusion of each three month period to sign an addendum with ceoHeadlines,
Inc. to extend this contract for an additional three month period. For each
additional three month period, the Company shall pay $900.00 (nine hundred) and
$15,000 (fifteen thousand) worth of the Company's common stock. The number of
shares issued at the time will be based on the market price of the stock at the
that time using the following calculation: the Price of the stock will be
defined as "the five day trading average of the price of the Company's common
stock preceding the 10 day of the new three month period." The number of shares
issued to ceoHeadlines, Inc. will be determined by dividing $15,000.00 by said
Price.
In the event the Company is profiled for the entire twelve month period, they
will then have the right to profile for an additional three months for no charge
whatsoever.
The Company represents that all restricted shares issued to ceoHeadlines, Inc.
will have a one (1) year hold from the date of issuance. The Company shall be
responsible for obtaining opinion letters from counsel regarding the sale of
said shares and agree to pay any costs associated with opinion letters.
Services to be Provided by ceoHeadlines. Inc.
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ceoHeadlines, Inc. will provide an email campaign of a minimum of 50,000 emails
per month for The Company. The Company will be mentioned on the emails and there
will be a direct link to xxxXxxxxxxxx.xxx.
In addition, ceoHeadlines, Inc. will actively market the site through various
means including but not limited to affiliate programs, indexing of search
engines and doorway pages.
ceoHeadlines, Inc. has an affiliation with XX.xxx and as a result the Company
and its designated officer will be listed on XX.xxx for the entire period that
they are profiled on xxxXxxxxxxxx.xxx.
Obligations of The Company
--------------------------
All information to be disseminated in any way by ceoHeadlines, Inc. on the
Company's behalf or included in the ceoHeadlines, Inc. websites, shall be
provided to ceoHeadlines, Inc. by the Company. The Company hereby acknowledges
that it shall be solely and exclusively responsible for the content of all
information to be disseminated, and that all information provided to
ceoHeadlines, Inc. for distribution shall contain no material misrepresentation
of fact, or material omissions of fact, and shall comply in all manners with all
applicable federal and state securities laws as well as all other laws.
Relationship of the Parties
---------------------------
It is understood and agreed by the parties hereto that this Agreement does not
create a fiduciary relationship between them and that ceoHeadlines, Inc.'s
relationship to the Company shall be as an independent contractor. Nothing in
this Agreement is intended to make either party a general or special agent,
legal representative, subsidiary, joint venture, partner, employee or servant of
the other for any purpose or to confer upon either party the right of a third
party beneficiary. ceoHeadlines, Inc. makes no representation or warranty as to
the accuracy or completeness of any of the information on its web sites.
Indemnity
---------
A. The Company hereby promises and guarantees to defend, indemnify and hold
harmless ceoHeadlines, Inc. and any and all of its past, present and future
officers, employees, stockholders, parent corporations, subsidiaries, directors
and agents from and against any and all loss, liability, charge, claim, cost,
demand damage, expense and obligation, including counsel and attorney's fees,
which may arise by reason of, or as a consequence of the breach of any of the
terms, covenants, conditions, representation or warranties contained in this
Agreement, including the failure by The Company to provide full, complete and
accurate information.
B. ceoHeadlines, Inc. hereby promises and guarantees to defend, indemnify and
hold harmless the Company and any and all of its past, present and future
officers, employees, stockholders, parent corporations, subsidiaries, directors
and agents from and against any and all loss, liability, charge, claim, cost,
demand damage, expense and obligation, including counsel and attorney's fees,
which may arise by reason of, or as a consequence of the breach by ceoHeadlines,
Inc. of any of the terms, covenants, conditions, representations or warranties
contained in this Agreement, provided, however, that the indemnification
provided for in this paragraph shall not apply if a third party claim or suit is
based on information provided to ceoHeadlines, Inc. by the Company or any agent
or affiliate thereof, or any omission of information by the Company or any agent
or affiliate thereof.
Other activities of ceoHeadlines, Inc.
--------------------------------------
The Company recognizes that ceoHeadlines, Inc. renders its services to other
companies and that ceoHeadlines, Inc. shall not be required to devote its full
time and attention to the performance of its duties under this agreement but
shall devote only so much of its time and attention as it deems necessary.
Governing Law
-------------
This Agreement has been made in the State of New York and shall be construed and
governed in accordance with the laws thereof without regard to conflict of law.
Binding Effects: Assignment
---------------------------
This Agreement shall be binding upon the parties hereto and their respective
heirs, administrators, successors, and assignees. In addition, this agreement
will survive a change in the Board of Directors.
The undersigned party signing on behalf of The Company represents and warrants
that they have the authority to enter this contract on behalf of The Company.
In Witness Whereof, the parties hereto have executed this Agreement the day and
year above written.
By: /s/ Xxxxxx Xxxx Date: 8-15-01 By: /s/ Xxxxxx Xxxxxxxx Date:8-17-01
Small Town Radio, Inc. ceoHeadlines, Inc.
Xxxxxx Xxxx Xxxxxx Xxxxxxxx
President President
