NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENT
NATIONAL
FINANCIAL COMMUNICATIONS CORP.
AGREEMENT
made as of the 1st day
of December, 2008 by Secured Financial Network., maintaining its principal
offices at 0000 XX 00xx Xxx,
Xxx 000, Xxxxxxx Xxxxx, XX 00000, (hereinafter referred to as "Client") and
National Financial Communications Corp. DBA/ OTC Financial Network, a
Commonwealth of Massachusetts corporation maintaining its principal offices at
000 Xxxxxxxx Xx, Xxxxx 000, Xxxxxxx, XX 00000 (hereinafter referred to as the
"Company").
W I T N E
S S E T H :
WHEREAS,
Company is engaged in the business of providing and rendering public relations
and communications services and has knowledge, expertise and personnel to render
the requisite services to Client; and
WHEREAS,
Client is desirous of retaining Company for the purpose of obtaining public
relations and corporate communications services so as to better, more fully and
more effectively deal and communicate with its shareholders and the investment
banking community.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
I.
Engagement of Company. Client herewith engages Company and Company
agrees to render to Client public relations, communications, advisory and
consulting services.
A. The
consulting services to be provided by the Company shall include, but are not
limited to, the development, implementation and maintenance of an ongoing
program to increase the investment community's awareness of Client's activities
and to stimulate the investment community's interest in
Client. Client acknowledges that Company's ability to relate
information regarding Client's activities is directly related to the information
provided by Client to the Company.
B. Client
acknowledges that Company will devote such time as is reasonably necessary to
perform the services for Client, having due regard for Company's commitments and
obligations to other businesses for which it performs consulting
services.
II. Compensation and Expense
Reimbursement.
A. Client will
pay the Company, as compensation for the services provided for in this Agreement
and as reimbursement for expenses incurred by Company on Client's behalf, in the
manner set forth in Schedule A annexed to this Agreement which Schedule is
incorporated herein by reference.
1
In
addition to the compensation and expense reimbursement referred to in Section
2(A) above, Company shall be entitled to receive from Client a "Transaction
Fee", as a result of any Transaction resulting from an introduction (as
described below) between Client and any other company, entity, person, group or
persons or other party which is introduced to, or put in contact with, Client by
Company, or by which Client has been introduced to, or has been put in contact
with, by Company. A "Transaction" shall mean merger, sale of assets
through an acquisition, consolidation or other similar transaction or series or
combination of transactions whereby Client or such other party transfer to the
other, or both transfer to a third entity or person, stock, assets, or any
interest in its business in exchange for stock, assets, securities, cash or
other valuable property or rights, or wherein they make a contribution of
capital or services to a joint venture, commonly owned enterprise or business
opportunity with the other for purposes of future business operations and
opportunities. The services to be rendered by the Company to the Client shall
under NO circumstances include the following:
1.
Any activities which could be deemed by the Securities and Exchange Commission
to constitute investment banking or any other activities required by the Company
to be registered as a broker-dealer under the Securities Act of
1934.
2. Any
activities which could be deemed to be in connection with the offer or sale of
securities in a capital-raising transaction.
To be a
Transaction covered by this section, the transaction must occur during the term
of this Agreement or the one year period following the expiration of this
Agreement.
The
calculation of a Transaction Fee will be a predetermined flat fee the amount of
which will be agreed to by both parties and shall be based upon the total value
of the consideration, securities, property, business, assets or other value
given, paid, transferred or contributed by, or to, the Client. Such
fee shall be agreed upon by both parties either verbally or in writing and paid
by certified funds at the closing of the Transaction.
Term and
Termination. This Agreement shall be for a period of six months
commencing December 1, 2008 and terminating May 31, 2009. If the
Client does not cancel the contract during the term, the contract will be
automatically extended for an additional three months. Either party hereto shall
have the right to terminate this Agreement upon 15 days prior written notice to
the other party after the first 90 days.
Treatment
of Confidential Information. Company shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client to
Company in connection with Company's services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The Company will not
be bound by the foregoing limitation in the event (i) the Confidential
Information is otherwise disseminated and becomes public information or (ii) the
Company is required to disclose the Confidential Informational pursuant to a
subpoena or other judicial order.
2
Representation
by Company of other clients. Client acknowledges and consents to
Company rendering public relations, consulting and/or communications
services to other clients of the Company engaged in the same or similar business
as that of Client.
Indemnification
by Client as to Information Provided to Company. Client acknowledges
that Company, in the performance of its duties, will be required to rely upon
the accuracy and completeness of information supplied to it by Client's
officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Company.
Independent
Contractor. It is expressly agreed that Company is acting as an
independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident
insurance on Company or consultant's employees. Client shall not pay
any contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.
Non-Assignment. This
Agreement shall not be assigned by either party without the written consent of
the other party.
Notices. Any
notice to be given by either party to the other hereunder shall be sufficient if
in writing and sent by registered or certified mail, return receipt requested,
addressed to such party at the address specified on the first page of this
Agreement or such other address as either party may have given to the other in
writing.
Entire
Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification
and Waiver. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
Law
to Govern; Forum for Disputes. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts without giving effect to the
principle of conflict of laws. Each party acknowledges to the other
that courts within the City of Boston, Massachusetts shall be the sole and
exclusive forum to adjudicate any disputes arising under this agreement. In the
event of deliquent fees owed to the Company, Client will be responsible for pay
for all fees associated with the collection of these fees.
3
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.
National
Financial Communications Corp.
| By: | /s/ Xxxxxxxx Xxxxx |
11/25/08
|
||
| Xxxxxxxx Xxxxx, President |
Date
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Secured
Financial Network
| By: | /s/ Xxxxxxx X. Xxxxxxx |
11/25/08
|
||
| Xxxxxxx X. Xxxxxxx, CEO |
Date
|
SCHEDULE
A-1 PAYMENT FOR SERVICES AND REIMBURSEMENT OF
EXPENSES.
SCHEDULE
A-2 GRANT OF OPTIONS TO NATIONAL FINANCIAL
COMMUNICATIONS CORP. IN ADVANCE OF SERVICES RENDERED
4
SCHEDULE
A-1
PAYMENT
FOR SERVICES
AND
REIMBURSEMENT OF EXPENSES
A.
For the services to be rendered and performed by Company during the term of the
Agreement, Client shall pay to Company the sum of $5,000 per month payable in
cash
and/or free-trading shares. Services will include but will not be
limited to the following:
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1.
|
OTC
Telemarketing services will be conducted daily/weekly led by Xxxxx Dryer
to introduce SFNL to OTC broker and investor contacts and serve as your IR
contact and point man for OTC to field any calls and/or requests for
information. As such I request that my contact details be
included on any news releases and your
website.
|
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2.
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SFNL’s
inclusion on OTCFN website to generate online interest and monitor/process
requests for information
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3.
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An
OTC Facts report highlighting currrent developments and company
operations.which includes all drafting and prep work along with internal
circulation to OTC contacts and shareholders upon request. Our
report will be available online and updated periodically as
needed. The report can serve also as part of a broad direct mail
campaign we can organize and launch upon request.
(TBD)
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4.
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OTC
will organize and host individual conference calls between interested
brokers and private investor contacts upon
request.
|
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5.
|
OTC
will set up meetings with private investors and brokers to
meet locally with SFNL when possible and upon
request
|
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6.
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OTC
will provide monthly progress reports or as often as necessary to update
SFNL and make recommendations to
strategy.
|
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7.
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OTC
will assign Xxxxxxxx Xxxxxxxxx, senior staff writer to prepare
OTC Facts report and review/assist in the preparation of all
press releases as needed and upon
request.
|
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8.
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First
Month program will kick off with our telemarketing service to OTC
Contacts, completion and circulation of our OTC report,
prep/review/circulation of all news releases, conduct conference
calls with contacts and mgmt, OTC website inclusion and
more.
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If the
Client decides to pay for the entire base fee with 100% shares vs. cash, the
Client must also issue three months worth of base fees at the signing of this
agreement in those shares. The amount of shares will be determined by the bid
price at the date of this cnotract. The Company will keep an accounting of the
sales of stock and deduct those net proceeds from the base fee per month owed.
If those net proceeds exceed the monthly fee, the excess amount will be credited
to the next month's monthly fee. If there are not enough dollars to cover the
monthly fee, the Client will either pay additional shares or cover the deficit
or the Client will pay the deficit in cash for that particular
month.
B.
Client shall also reimburse Company for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in
excess of $250 either verbally or written except upon the prior approval of the
Client. Company agrees that any travel, entertainment or other expense which it
may incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred. Shares will be accepted for payment of expenses in the same manner as
the base fee per month in Paragraph A above.
National
Financial Communications Corp.
| By: | /s/ Xxxxxxxx Xxxxx |
11/25/08
|
||
| Xxxxxxxx Xxxxx, President |
Date
|
Secured
Financial Network
| By: | /s/ Xxxxxxx X. Xxxxxxx |
11/25/08
|
||
| Xxxxxxx X. Xxxxxxx, CEO |
Date
|
A-1-1
SCHEDULE
A-2
GRANT OF
OPTIONS TO NATIONAL FINANCIAL COMMUNICATIONS CORP. IN ADVANCE OF
SERVICES RENDERED
X.
Xxxxx of Options and Option Exercise Price. As compensation for the
services to be rendered by Company hereunder, Client herewith issues and grants
to Company stock options (the "Options") to purchase an aggregate of 2,000,000
shares of Client's Common Stock at an exercise price of $.05 per share. The
Options are exercisable upon and subject to the terms and conditions contained
herein. The Options are exercisable during the period commencing on
the date hereof and ending three years subsequent to the termination date of
this Agreement. These restricted shares will be issued to the Company upon the
signing of this Agreement and held by the Client until payment is
made.
B.
Manner of Exercise. Exercise of any of the Options by Company shall
be by written notice to Client accompanied by Company's certified or bank check
for the purchase price of the shares being purchased. Upon receipt of
such notice and payment, Client shall promptly cause to be issued, without
transfer or issue tax to the option holder or other person entitled to exercise
the option, the number of shares for which the Option has been exercised,
registered in the name of Company. Such shares, when issued, shall be
fully paid and non-assessable.
C.
Option Shares. Company acknowledges that any shares which it may
acquire from Client pursuant to the exercise of the Options provided for herein
will not have been registered pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and therefore may not be sold or transferred by Company
except in the event that such shares are the subject of a registration statement
or any future sale or transfer is, in the opinion of counsel for Client, exempt
from such registration provisions. Company acknowledges that any
shares which it may acquire pursuant to the exercise of the Options will be for
its own account and for investment purposes only and not with a view to the
resale or redistribution of same. Company further consents that the
following legend be placed upon all certificates for shares of Common Stock
which may be issued to Company upon the exercise of the Options:
"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN
OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."
Company
further consents that no stop transfer instructions being placed against all
certificates may not be issued to it upon the exercise of the
Options.
(i) If the Client
executes a Registration during the term of the contract, then the Company's
shares will be added to this Registration at no cost to the
Company. The Client shall bear all costs and expenses
attributable to such registration, excluding fees and expenses of Company's
counsel and any underwriting or selling commission. Client shall
maintain the effectiveness of such registration throughout the term of this
Agreement and for a 120 day period thereafter.
(ii) Notwithstanding the
foregoing, if the Shares issuable upon exercise of the Options are not otherwise
registered under the Securities Act and the Client shall at any time after the
date hereof propose to file a registration statement under the Securities Act,
which registration statement shall include shares of Common Stock of Client or
any selling shareholder, Client shall give written notice to Company of such
proposed registration and will permit Company to include in such registration
all Shares which it has acquired as of the date of such notice. The
Client shall bear all costs and expenses attributable to such registration,
excluding fees and expenses of Company's counsel and any underwriting or selling
commission.
A-2-1
D.
Adjustments in Option Shares.
(i)
In the event that Client shall at any time sub-divide its outstanding shares of
Common Stock into a greater number of shares, the Option purchase price in
effect prior to such sub-division shall be proportionately reduced and the
number of shares of Common Stock purchasable shall be proportionately
increased. In case the outstanding shares of Common Stock of Client
shall be combined into a smaller number of shares, the Option purchase price in
effect immediately prior to such combination shall be proportionately increased
and the number of shares of Common Stock purchasable shall be proportionately
reduced.
(ii)
In case of any reclassification or change of outstanding shares of Common Stock
issuable upon exercise of this Option (other than change in par value, or from
par value to no par value, or from no par value to par value, or as a result or
a subdivision or combination), or in case of any consolidation or merger of the
Client with or into another corporation (other than a merger in which the Client
is the continuing corporation and which does not result in any reclassification
or change of outstanding shares of Common Stock, other than a change in number
of the shares issuable upon exercise of the Option) or in case of any sale or
conveyance to another corporation of the property of the Client as an entirety
or substantially as an entirety, the Holder of this Option shall have the right
thereafter to exercise this Option into the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock of the Client for which the Option might have been exercised
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. The
above provisions shall similarly apply to successive reclassifications and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.
(iii)
The Company reserves the right to assign these options to a third party at its
own discretion.
National
Financial Communications Corp.
| By: | /s/ Xxxxxxxx Xxxxx |
11/25/08
|
||
| Xxxxxxxx Xxxxx, President |
Date
|
Secured
Financial Network
| By: | /s/ Xxxxxxx X. Xxxxxxx |
11/25/08
|
||
| Xxxxxxx X. Xxxxxxx, CEO |
Date
|
A-2-2
