CORPORATE RELATIONS AGREEMENT
This Corporate Relations Agreement (the "Agreement") is entered into on
this 22nd day of March, 1999, between Corporate Relations Group, Inc., a Florida
corporation ("CRG"), and iLink Telecom, Inc. a Nevada corporation ("Client").
Whereas, CRG is in the business of planning, developing and
implementing advertising, marketing and promotional campaigns for corporations
and other business entities ("Advertising and Promotional Services");
Whereas, the Client desires to retain CRG to provide the Advertising
and Promotional Services, and CRG desires to provide such Advertising and
Promotional Services to Client, pursuant to the terms, conditions and provisions
contained in this Agreement;
Now, therefore, in consideration of the mutual promises contained
herein and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Advertising and Promotional Services. Subject to Client's compliance
with each of the representations, warranties and covenants and agreements made
by Client in this Agreement, CRG agrees to provide to Client the Advertising and
Promotional Services identified on Exhibit A which is attached hereto and
incorporated herein by reference, for the period commencing on the latter of
(the "Effective Date") the date that this Agreement is executed and delivered by
Client or the date that CRG receives payment of its fees as herein provided and
expiring on the 365th day following the effective date of this Agreement (the
"Term").
2. Obligations and Responsibilities of Client. As of the date hereof
and during the Term of this Agreement, Client agrees as follows.
1. Representation and Warranties.
Client represents and warrants to CRG that:
(1) Organization. Client is a corporation duly organized, validly
existing and in good standing under the laws of the State of its
incorporation and it is duly qualified to do business as a foreign
corporation in each jurisdiction in which it owns or leases property
or engages in business.
(2) Formal Action. Client has the corporate power and authority
to execute and deliver this Agreement and to perform each of its
obligations hereunder and this Agreement has been duly approved by
Client's Board of Directors.
(3) Valid and Binding Agreement. This Agreement has been duly
executed and delivered by Client and is the valid and binding
obligation of Client enforceable against it in accordance with its
terms.
(4) No Violation. The execution, delivery and performance of this
Agreement does not and will not violate any provisions of the charter
or bylaws of Client or any agreement to which Client is a party or any
applicable law or regulation or order or decree of any court,
arbitrator or agency of government and no action of, or filing with,
any governmental or public body or authority is required in connection
with the execution, delivery or performance of this Agreement.
(5) Litigation. No action, suit or proceeding is pending against
or affecting the Client or any of its properties before any court,
arbitrator or governmental body or administrative agency and none of
the persons owning beneficially or of record more than 10% of the
outstanding capital stock of the Client or any of the directors or
officers of Client is a party to any action, suit or proceeding before
any federal or state court, arbitrator or governmental body or
administrative agency (other than routine traffic violations) and no
such person has been a party to any such proceedings for more than the
past five years.
(6) Accuracy of Information. The information furnished by Client
to CRG regarding the business, operations, financial condition,
including financial statements, business plans and biographical
information regarding the Client's directors and officers
(collectively referred to as the "Information Package") is complete
and accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made not misleading.
2. Covenants and Agreements.
Client covenants and agrees to comply with the following
covenants:
(1) Client Certification. Client acknowledges that it is
responsible for the accuracy and completeness of the Information
Package and for all other information furnished to CRG and for the
accuracy and completeness of the contents of all materials prepared by
CRG for and on behalf of Client. The Client hereby designates the
individuals listed on Exhibit B attached hereto and incorporated
herein by reference as the duly authorized representatives of Client
for purposes of certifying to CRG the accuracy of all documents,
advertisements or other materials prepared by CRG for and on behalf of
Client. The Client agrees to promptly advise CRG in writing of any
condition, event, circumstance or act that would constitute a material
adverse change in the business, properties, financial condition or
business prospects of the Client or which would make any of the
information contained in the Information Package or in any report,
advertorial or other document prepared by CRG for and on behalf of
Client misleading in any material respect. Client hereby agrees that
CRG and its directors, officers, agents and employees may rely on the
Information Package and on all other information furnished by Client,
and on each and every certification provided by an authorized
representative of Client, until CRG is advised in writing by an
authorized representative of Client that the information previously
furnished to CRG is inaccurate or incomplete in any material respect.
Client acknowledges that CRG shall have no obligation to provide
services hereunder until it has received a written certificate from an
authorized representative of Client as follows: CRG shall prepare
proofs and/or tapes of the agreed upon materials and information, as
set for dissemination, for the Client's review and approval and Client
shall sign and return such materials marking all corrections and
changes that the Client believes appropriate. Client acknowledges that
CRG will make oral representations based on the information furnished
hereunder and the Client authorizes such representations.
(2) Books and Records. Client shall maintain true and complete
books, records and accounts in which true and correct entries shall be
made of its transactions in accordance with generally accepted
accounting principles consistently applied ("GAAP").
(3) Financial and Other Information. Client agrees to furnish to
CRG the following information:
(i) Annual Financial Statements. As soon as practicable,
and in any event within 90 days after the close of the
Client's fiscal year, annual financial statements
including a balance sheet, an income statement, a
statement of cash flows, and a statement of
stockholder's equity, and all notes thereto prepared in
accordance with GAAP and audited by an independent
certified public accountant.
(ii) Quarterly Financial Statements. As soon as practicable,
and in any event within 45 days after the end of each
fiscal quarter, quarterly financial statements,
including a balance sheet, a quarterly and year-to-date
income statement, a statement of cash flows, and a
statement of stockholder's equity, prepared by Client
in accordance with GAAP and certified by the chief
financial officer and chief executive officer of Client
as fairly presenting, subject to normal year-end audit
adjustments, the Client's financial position as of and
for the periods indicated.
(4) CRG Reliance on Clients's Full Disclosure. Client will
provide, or cause to be provided, to CRG all financial and other
information requested by CRG for the purpose of rendering its services
pursuant to this Agreement. Client recognizes and confirms that CRG
will use such information in performing the services contemplated by
this Agreement without independently verifying such information and
that CRG does not assume any responsibility for the accuracy or
completeness of such information. The persons executing this Agreement
on behalf of Client certify that there is no fact known to them which
materially adversely affects or may (so far as the Client's senior
management can now reasonably foresee) materially adversely affect the
business, properties, condition (financial or other) or operations
(present or prospective) of the Client which has not been set forth in
written form delivered by Client to CRG. The persons executing this
Agreement on behalf of Client agree to keep CRG promptly informed of
any facts hereafter know to Client which materially adversely affects
or may (so far as the Client's senior management can now reasonably
foresee) materially adversely affect the business, properties,
condition (financial or other) or operations (present or prospective)
of Client.
(5) Legal Representation. Client acknowledges and agrees that it
has been and will continue to be, represented by legal counsel
experienced in corporate and securities laws and Client acknowledges
that it has been advised as to the obligations imposed on it pursuant
to such laws and understands that it will have the obligation and
responsibility to see that all such laws are complied with at all
times during the Term of this Agreement.
3. Compensation. In consideration of the Advertising and Promotional
Services to be performed by CRG hereunder, Client hereby agrees to compensate
CRG in the manner and in the amount specified in Exhibit C which is attached
hereto and incorporated herein by reference thereto. In addition to the
compensation to be paid to CRG as provided in Exhibit C, Client shall reimburse
CRG promptly after a written request therefor accompanied by appropriate
documentation, for all reasonable (less than $1,000.00) out-of-pocket expenses
(including reasonable fees and disbursements of CRG's counsel, if any) incurred
in connection with providing services hereunder or to the extent provided in
Exhibit C.
4. Indemnity. Client acknowledges that it is responsible for the accuracy
of the Information Package and all other information provided to CRG and for the
contents of all materials, advertorials and other information prepared by CRG
for an on behalf of Client as provided herein and Client agrees to indemnify CRG
in accordance with the Indemnification Agreement set forth in Exhibit D, which
is attached hereto and incorporated herein by reference.
5. Relationship of the Parties. This Agreement provides for the providing
of marketing, promotional and advertising services by CRG to Client and the
provisions herein for compliance with financial covenants, delivery of financial
statements, and similar provisions are intended solely for the benefit of CRG to
provide it with information on which it may rely in providing services hereunder
and nothing contained in this Agreement shall be construed as permitting or
obligating CRG to act as a financial or business advisor or consultant to
Client, as permitting or obligating CRG to participate in the management of
client's business, as creating or imposing any fiduciary obligation on the part
of CRG with respect to the provisions of services hereunder and CRG shall have
no such duty or obligation to client, as providing or counseling Client as to
the compliance by Client with any federal or state securities or other laws
effecting the services to be provided hereunder, or as creating any joint
venture, agency, or other relationship between the parties other than as
explicitly and specifically stated in this Agreement. The Client acknowledges
that it has had the opportunity to obtain the advice of experienced counsel of
its own choosing in connection with the negotiation and execution of this
Agreement, the provision of services hereunder and with respect to all matters
contained herein, including, without limitation, the provisions of Section 4
hereof.
6. Survival of Certain Provisions. The Client's obligations to pay the fees
and expenses of CRG pursuant to Section 3 of this Agreement and to comply with
the indemnification provisions pursuant to Section 4 shall remain operative and
in full force and effect regardless of any termination of this Agreement and
shall be binding upon, and shall inure to the benefit of, CRG and, in the case
of the indemnity agreement, the persons, agents, employees, officers, directors
and controlling persons referred to in the Indemnification Agreement, and their
respective successors and assigns and heirs, and no other person shall acquire
or have any right under or by virtue of this Agreement. All amounts paid or
required to be paid under Sections 3 and 4 of this Agreement shall be fully
earned on the Effective Date of this Agreement notwithstanding prior termination
of this Agreement.
7. Termination. CRG shall have the right in its sole and absolute
discretion to terminate its obligations hereunder and to immediately cease
providing Advertising and Promotional Services pursuant to this Agreement if
CRG, in the exercise of its reasonable judgment, believes that the
representations and warranties made by Client hereunder are inaccurate in any
material respect or if Client breaches any of its covenants and agreements
contained herein or if any federal or state governmental agency or
instrumentality institutes an investigation or suit against Client or pertaining
to the services hereunder.
8. Non-Solicitation Covenant. Client agrees that it will not directly or
indirectly during the term of this Agreement or for three years following the
termination or expiration of this Agreement, either voluntarily or
involuntarily, for any reason whatsoever, recruit or hire or attempt to recruit
or hire any employee of CRG or of any of its affiliates or subsidiaries, or
otherwise induce any such employees to leave the employment of CRG or of any of
its affiliates or subsidiaries or to become an employee of or otherwise be
associated with Client or any affiliate or subsidiary of Client. Client
acknowledges that CRG and its affiliates and subsidiaries have invested a
significant amount of time, energy and expertise in the training of their
employees to be able to provide Advertising and Promotional Services and Client
therefore agrees that this covenant is reasonable and agrees that the breach of
such covenant is very likely to result in irreparable injury to CRG, which is
unlikely to be adequately compensated by damages. Accordingly, in the event of a
breach or threatened breach by Client of this Section 8, CRG shall be entitled
to an injunction restraining Client and any affiliate, subsidiary or director or
officer thereof from recruiting, or hiring or attempting to recruit or hire any
employee of CRG or of any affiliate or subsidiary of CRG. Nothing herein shall
be construed as prohibiting CRG from pursuing any other remedies available to
CRG for such breach or threatened breach, including recovery of damages from
Client. The undertakings herein shall survive the termination or cancellation of
the Agreement for three years.
9. Miscellaneous.
A. Governing Law. This Agreement shall be governed by the laws of
the State of Florida applicable to contracts executed and
performed in the Circuit Court, Orange County, in the State of
Florida (without regard to the principles of conflicts of laws).
B. Entire Agreement. This Agreement and the Exhibits hereto embody
the entire agreement of the parties with respect to its subject
matter. There are no restrictions, promises, representations,
warranties, covenants, or undertakings other than those expressly
set forth or referred to herein. This Agreement supersedes all
prior agreements and understandings between the parties with
respect to its subject matter.
C. Amendments to be in Writing. This Agreement may be amended only
in a writing signed by all of the parties.
D. No Waivers by Course of Dealing; Limited Effect of Waivers. No
waiver shall be effective against any party unless it is in a
writing signed by that party. No course of dealing and no delay
on the part of CRG in exercising its rights shall operate as a
waiver of that right or otherwise prejudice CRG. CRG's failure to
insist upon the strict performance of any provision of this
Agreement, or to exercise any right or remedy available to CRG,
shall not constitute a waiver by CRG of such provision. No
specific waiver by CRG of any specific breach of any provision of
this Agreement shall operate as a general waiver of the provision
or of any other breach of the provision. Client shall have no
right to cure any breach except as specifically provided herein.
E. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
F. Cumulation of Rights and Remedies. No right or remedy of CRG
under this Agreement is intended to preclude any other right or
remedy and every right and remedy shall coexist with every other
right and remedy now or hereafter existing, whether by contract,
at law, or in equity.
G. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties and their successors and
assigns. Client shall not have any right to assign any of its
rights or delegate any of its obligations or responsibilities
under this Agreement except as expressly stated herein.
H. Payment of Fees and Expenses on Enforcing Agreement. In the event
of any dispute between the parties arising out of or related to
this Agreement or the interpretation thereof, at the trial level
or appellate level, the prevailing party shall be entitled to
recover from the non-prevailing party all costs and expenses,
including reasonable fees and disbursements of counsel which may
be incurred in connection with such proceeding, without
limitation, including any costs and expenses of experts,
witnesses, depositions and other costs.
I. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing, and shall be delivered
to the parties at the addresses set forth below (or to such other
addresses as the parties may specify by due notice to the
others). Notices or other communications shall be effective when
received at the recipient's location (or when delivered to that
location if receipt is refused). Notices or other communications
given by facsimile transmission shall be presumed received at the
time indicated in the recipient's automatic acknowledgment.
Notices or other communications given by Federal Express or other
recognized overnight courier service shall be presumed received
on the following business day. Notices or other communications
given by certified mail, return receipt requested, postage
prepaid, shall be presumed received 3 business days after the
date of mailing.
Client: iLink Telecom, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX X0X 0X0
Attn: Xxxx Xxxxxxxxxxxxx
Fax: 000-000-0000
Corporate Relations Group:
Attn: Xxxxxxx X. Xxxxxx, President
Fax: (000) 000-0000
J. Headings. The headings in this Agreement are intended solely for
convenience of reference. They shall be given no effect in the
construction or interpretation of this Agreement.
K. Severability. The invalidity or unenforceability of any provision
of this Agreement shall not impair the validity or enforceability
of any other provision.
In Witness Whereof, the parties have executed this Agreement as of the date
first above written.
Attest: iLink Telecom, Inc.:
By: By:
Secretary --------------------
Xxxx Xxxxxxxxxxxxx,
President
[Corporate Seal]
Attest: Corporate Relations Group
By: By:
Secretary ------------------------
Xxxxxxx X. Xxxxxx,
President
[Corporate Seal]
EXHIBIT A
Advertising and Promotional Services
The services to be provided are as follows:
A. Growth Industry Report - A minimum of four-page, two-color follow-up mail
pieces designed for additional informational purposes, that is mailed to
respondents, in addition to those brokers requesting said information. A
total of 10,000 will be printed to satisfy CRG's responsibility to the
Client. Any additional Growth Industry Reports needed or requested by the
Client will be at the Client's expense.
B. The Lead Distribution Program - CRG will contact retail brokers, market
makers and/or money managers and will arrange a meeting between
representative of the Client and interested retail brokers, market makers,
and money managers, which will include a show and tell from the top
management of the "Client" in disseminating information to these interested
parties. The aforementioned may be accomplished by a Road Show.
This process will begin immediately upon CRG receiving the payment as stipulated
in Exhibit "C".
C. Other Advertising and Promotional Services.
1. Public relations exposure to newsletter writers, trade and
financial publications. The Client shall be totally responsible
for all travel expenses for the purpose of due diligence of the
Client by financial newsletter writers and/or brokers. The Client
will have total pre-approval rights on these trips. Road Show(s)
- Locations to be determined. Client will cover all expenses of
Road Show(s). Client will have prior approval of those expenses.
CRG will be responsible for CRG's own travel expenses to support
the show
2. Preparation of a Broker Bullet Sheet to be sent to every broker
who indicates an interest in the Client.
3. Lead Tracking Summary maintained for all response leads generated
and provided to the "Client" monthly.
4. Press releases - Up to four (4) press releases - the first Press
Release shall announce the hiring of CRG by the "Client"; with
three Press Releases remaining which may be extended at the
option of the "Client", at the Client's expense, at a rate of
$1,000.00 per Press Release. Should the Client chose to publish
their own Press Release, CRG shall be mentioned as the Client's
Public Relations firm.
5. CRG will distribute at its cost the due diligence packages to all
inquiring brokers only. The Client shall supply the necessary
materials for this package, if an Arrow Marketing Contract is not
entered into. In the event an Arrow Marketing Contract is not
entered into, the Client will provide CRG with 300 packages or in
the alternative provide a master to CRG and CRG will then charge
the Client for the cost of reproduction.
6. CRG targets a minimum of 3% return of qualified investor leads
specifically generated for the Client.
D. Performance By Client.
1. Client is required to do a Standard & Poor's listing at the
Client's expense.
2. Client is required to provide CRG with all S& P listings on their
attorney's stationary.
3. Client will provide its shareholder's with audited financials on
a yearly basis and unaudited financials on a quarterly basis.
4. Client agrees to send CRG, DTC sheets on a weekly basis.
5. Client agrees to provide CRG with a complete shareholders list on
a semi-annual basis.
6. Client will use its reasonable best efforts to register or
qualify any shares of common stock of Client under the securities
or blue sky laws of such jurisdictions as any broker or market
maker may reasonably request and do any and all other acts and
things which may be reasonably necessary or advisable to enable
such broker or market maker to consummate the disposition in such
jurisdictions of shares of common stock of Client, provided that
the Client will not be required to (1) qualify generally to do
business in any jurisdiction where it would not otherwise be
required to qualify but for this Section and (2) subject itself
to taxation in any such jurisdiction or (3) consent to general
service of process in any such jurisdiction.
The parties hereto by signing this Exhibit in the space provided below
signify their agreement regarding the service to be provided by CRG under the
Agreement.
iLINK TELECOM, INC.
By: ________________________________
Xxxx Xxxxxxxxxxxxx, President
CORPORATE RELATIONS GROUP, INC.
By: ________________________________
Xxxxxxx X. Xxxxxx, President
EXHIBIT B
Client hereby designates the following person or persons to act on its behalf
for the purposes set forth in Section 2.B.(1) of the Agreement.
------------------------------------ ---------------------------------
DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT)
------------------------------------ ---------------------------------
PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT)
------------------------------------ ---------------------------------
VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT)
EXHIBIT C
COMPENSATION
1. Client agrees to pay CRG Forty Thousand ($40,000.00 ) in cash on execution
and delivery of the Agreement.
2. Client acknowledges that the consideration to be paid to CRG shall be fully
earned on the date that CRG commences providing services under the
Agreement regardless of whether the Agreement is terminated as provided in
the Agreement prior to completion of all services.
3. Client agrees to pay or reimburse CRG for all expenses arising out of or
related to the provision of services by CRG under the Agreement to the
extent provided in the Agreement and/or in Exhibit A thereto.
The parties hereto by signing this Exhibit in the space provided below
signify their agreement to the compensation provisions contained herein.
iLINK TELECOM, INC.
By: _______________________________
Xxxx Xxxxxxxxxxxxx, President
CORPORATE RELATIONS GROUP, INC.
By: ______________________________
Xxxxxxx X. Xxxxxx, President
EXHIBIT D
INDEMNIFICATION
This Indemnification Agreement constitutes part of the Corporate
Relations Agreement (the Agreement) dated the 22nd day of March, 1999, between
Client (as defined in the Agreement) and CRG.
Client acknowledges and agrees that if, in connection with the services
or matters that are the subject of or arise out of such Agreement, CRG becomes
involved (whether or not as a named party) in any action, claim or legal
proceeding (including any governmental inquiry or investigation), Client agrees
to reimburse CRG for its reasonable legal fees, disbursements of counsel and
other expenses (including the cost of investigation and preparation) as they are
incurred by CRG. Client also agrees to indemnify and hold CRG harmless against
any losses, claims, damages or liabilities, joint or several, as incurred, to
which CRG may become subject in connection with the services or matters which
are the subject of or arise out of the Agreement; provided, however, that Client
shall not be liable under the foregoing indemnity in respect of any loss, claim,
damage or liability to the extent that a court having jurisdiction shall have
determined by a final judgment that such loss, claim, damage or liability is a
consequence of intentional fraudulent acts committed by CRG without the
knowledge and/or consent of Client. In the event that the foregoing indemnity is
unavailable by operation of law, then Client shall contribute to amounts paid or
payable by CRG in respect of such losses, claims, damages and liabilities in the
proportion that Client's interest bears to CRG's interest in the matters
contemplated by the Agreement. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, or otherwise,
then Client shall contribute to such amount paid or payable by CRG in such
proportion as is appropriate to reflect not only such relative interests but
also the relative fault of Client on the one hand and CRG on the other hand in
connection with the matters as to which such losses, claims, damages or
liabilities relate and other equitable considerations.
Promptly after CRG's receipt of notice of the commencement of any
action or of any claim, CRG will, if a claim in respect thereof is to be made
against Client under this Indemnity Agreement, notify Client of the commencement
thereof. In case any such action or claim is brought against CRG, Client will be
entitled to participate therein and, to the extent that Client may wish, to
assume the defense thereof, with counsel satisfactory to CRG. After notice from
Client to CRG of Client's election to so assume the defense thereof, Client will
not be liable to CRG for indemnification as provided in the preceding paragraph
for any legal fees, disbursements of counsel or other expenses subsequently
incurred by CRG in connection with the defense thereof other than reasonable
costs of investigation; provided that CRG shall have the right to employ
separate counsel if, in the reasonable judgment of CRG's counsel, it is
advisable for CRG to be represented by separate counsel or if in the reasonable
judgment of CRG's counsel, Client is not vigorously and actively defending
against any such claim or claims, and in either such event the reasonable legal
fees and disbursements of such separate counsel shall be paid by Client.
The foregoing agreements shall apply to any modification of the
Agreement, shall remain in full force and effect following the completion or
termination of CRG's engagement under the Agreement and shall be in addition to
any rights that CRG may have at common law or otherwise. The agreements in this
Indemnification Agreement shall extend to and inure to the benefit of each
person, if any, who may be deemed to control CRG, be controlled by CRG or be
under common control with CRG and to CRG's, and to each such other person's
respective affiliates, directors, officers, employees and agents. This
Indemnification Agreement shall be binding on any successor of Client.
Client represents that the Indemnification Agreement contained herein
is the legal, valid, binding and enforceable obligation of Client, enforceable
against Client according to its terms.
This Indemnification Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida without regard to principles
of conflicts of law, and the forum for resolution of legal and interpretative
issues shall be the Federal District courts in the State of Florida.
The parties hereto by signing this Exhibit in the space provided below
signify their agreement to the indemnification provisions contained herein.
iLINK TELECOM, INC.
By: ---------------------------------
Xxxx Xxxxxxxxxxxxx, President
CORPORATE RELATIONS GROUP, INC.
By: --------------------------------
Xxxxxxx X. Xxxxxx, President
