EXHIBIT 10.7
INVESTMENT MARKETING AGREEMENT
This Investment Marketing Service Agreement (the "Agreement") is entered this
26th day of October, 2000 by and between BreakOut Investment Marketing ("BOIM")
an Arizona Limited Liability Corporation and Atlas Mining (OTCBB: ALMI)
("Client") a Idaho Corporation.
RECITALS
A. The Client desires to be assured of the association and
services of BOIM in order to avail itself of BOIM's
experience, skills, knowledge and background to facilitate
strategic planning, corporate imaging and to assist the Client
in business and/or financial matters and is therefore willing
to engage BOIM upon the terms and conditions set forth herein.
X. XXXX agrees to be engaged and retained by the Client and upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. ENGAGEMENT. Client hereby engages BOIM on a non-exclusive
basis, and BOIM hereby accepts the engagement to become a
consultant to Client and to render such advice, consultation,
information and services to the Directors and/or Officers of
the Client regarding general business matters including but
not limited to:
A. Monitoring and increasing exposure on message boards
B. Periodic reporting as to developments concerning the general
financial markets and public securities markets and industry
which may be relevant or of interest or concern to the Client
or the Client's business
It shall be expressly understood that BOIM shall have no power to bind
Client to any contract or obligation or to transact any business in
Client's name or on behalf of Client in any manner.
5. TERM. The term ("Term") of this Agreement shall commence on
the date hereof and continue for twelve (12) months. The
Agreement may extend upon agreement by both parties, unless or
until the Agreement is terminated. Either party may cancel
this Agreement upon five (5) days written notice in the event
either party violates any material provisions of this
Agreement and fails to cure such violations within five (5)
days of written notification of such violation from the other
party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching
party of its obligation incurred prior to the date of
cancellation.
3. COMPENSATION AND FEES. As consideration for BOIM entering into
this Agreement, Client and BOIM shall agree to the following:
6. The Engagement Fee ("Engagement Fee") may be satisfied by
issuing certificates representing an aggregate of 420,000
shares of restricted common stock (the "Shares"). The shares,
when issued to BOIM, will be duly authorized, validly issued
and outstanding, fully paid and nonassessable and will not be
subject to any liens, encumbrances and cannot be cancelled.
Shares have piggyback rights on the next registration.
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4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The service of BOIM
hereunder shall not be exclusive, and BOIM and its agents may
perform similar or different services for other persons or
entities whether or not they are competitors of Client. BOIM
shall be required to expend only such time as is necessary to
service Client in a commercially reasonable manner. BOIM
acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its
engagement by the Client, shall not be, directly or
indirectly, disclosed without the prior express written
consent of the Client, unless such information is otherwise
known to the public generally or is otherwise secret and
confidential.
7. INDEPENDENT CONTRACTOR. In its performance hereunder, BOIM and
its agents shall be an independent contractor. Consultant
shall complete the services required hereunder according to
his own means and methods of work, shall be in the exclusive
charge and control of BOIM and which shall not be subject to
the control or supervision of Client, except as to the results
of the work. Client acknowledges that nothing in this
Agreement shall be construed to require BOIM to provide
services to Client at any specific time, or in any specific
manner. Payments to BOIM hereunder shall not be subject to
withholding taxes or other employment taxes as required with
respect to compensation paid to an employee.
8. MISCELLANEOUS. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any
provision and no waiver shall constitute a continuing waiver.
No waiver shall be binding unless executed in writing by the
party making the waver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed
in writing by both parties. This Agreement constitutes the
entire agreement between the parties and supersedes any prior
agreement or negotiations. There are no third party
beneficiaries of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.
Client:
Atlas Mining Company, Inc.
Signature: /s/ Xxxxxxx Xxxxxxxx
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President
Company:
BreakOut Investment Marketing
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