Promotion Agreement
THIS AGREEMENT is entered into and is effective as of January 8, 2001
BY AND BETWEEN Xxxxxxxx.xxx Enterprises with principal offices at 0000 Xxxx
Xxxxx, Xxxxx Xxxxxxxxx, X.X. X0X 0X0, Xxxxxx (the "Company") AND Action Stocks,
Inc., with principal offices at 000 Xxxxxxxx Xx., Xxxxx 000, Xxxxxx Xxxxx, XX
00000 (the "Promoter").
WHEREAS:
A. Company wishes to promote itself on Promoter's Website in order
to gain as much exposure as possible.
B. Promoter operates a website that individuals can access to
learn more about company's they may not otherwise be exposed to.
C. Promoter operates a database of potential investors who will be
contacted routinely via email.
NOW THEREFORE, in consideration of the premises, the mutual covenants herein
contained, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties agree as follows:
1.00 Services
1.01 Website Marketing. Promoter shall place a short profile of Company
that will include recent press releases and a link to Company's website that
will include the proper disclosures and disclaimers.
1.02 Email Services. Promoter shall deliver a minimum of 100,00 emails,
with the proper disclosures and disclaimers, promoting the Company to industry
specific investors per month on behalf of the Company.
1.03 Direct Client Promotion. Promoter shall contact and promote to its own
clients with the proper disclosures and disclaimers.
1.04 Investor Relations. Should someone express an interest to invest in
the Company, Promoter shall forward the Company's brochures and other literature
given to Promoter from the Company. Promoter must again make the proper
disclosures and disclaimers.
1.05 Affiliate Promotions. Promoter shall contact its affiliates and expose
the Company to others who may benefit the Company by offering its services or
purchasing the Company's stock.
1.06 Research Report. Promoter shall create a research report on The
Company and disseminate to 1,000 HASD Broker / Dealer firms.
2.00 Terms & Fees
2.01 Term. Six (6) months.
2.02 Fees. Action Stocks, Inc. is entitled to 10,000 shares of unrestricted
stock for each .01 increase of the offer price above the starting basis of .05.
A review will be done every Friday to determine the closing offer price, at
which time shares will be issued according to performance. Action Stocks, Inc.
is entitled to compensation when the offer price hits a new high above the
previous compensation price.
3.00 Termination
Company may terminate this agreement if Promoter fails to provide all
services stated above
4.00 Notice
All notices must be in writing and sent to the following addresses:
Company Xxxxxxxx.xxx Enterprises
0000 Xxxx Xxxxx, Xxxxx Xxxxxxxxx
X.X. X0X 0X0, Xxxxxx
Promoter Action Stocks, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
5.00 Miscellaneous
5.01 Further Assurance. Each of the parties shall hereafter execute all
documents and do all acts reasonably necessary to effect the provisions of this
Agreement.
5.02 Successors. The provisions of this Agreement shall be deemed to
obligate, extend to and inure to the benefit of the successors, assigns,
transferees, grantees, and indemnities of each of the parties to this Agreement.
5.03 Independent Counsel. Each of the parties to this Agreement
acknowledges and agrees that it has been represented by independent counsel of
its own choice throughout all negotiations which preceded the execution of this
Agreement and the transactions referred to in this Agreement, and each has
executed this Agreement with the consent and upon the advice of said independent
counsel. Each party represents that he or it fully understands the provisions
of this Agreement, has consulted with counsel concerning its terms and executes
this agreement of its own free choice without reference to any representations,
promises or expectations not set forth herein.
5.04 Integration. This Agreement, after full execution, acknowledgement and
delivery, memorializes and constitutes the entire agreement and understanding
between the parties and supersedes and replaces all prior negotiations and
agreements of the parties, whether written or unwritten. Each of the parties to
this Agreement acknowledges that no other party, nor any agent or attorney of
any other party has made any promises, representations, or warranty whatsoever,
express or implied, which is not expressly contained in this Agreement; and each
party further acknowledges that he or it has not executed this Agreement in
reliance upon any belief as to any fact not expressly recited hereinabove.
5.05 Attorneys Fees. In the event of a dispute between the parties
concerning the enforcement or interpretation of this Agreement, the prevailing
party in such dispute, whether by legal proceedings or otherwise, shall be
reimbursed immediately for the reasonably incurred attorneys' fees and other
costs and expenses by the other parties to the dispute.
5.06 Context. Wherever the context so requires; the singular number shall
include the plural; the plural shall include the singular.
5.07 Captions. The captions by which the sections and subsections of this
Agreement are identified are for convenience only, and shall have no effect
whatsoever upon its interpretation.
5.08 Severance. If any provision of this Agreement is held to be illegal or
invalid by a court of competent jurisdiction, such provision shall be deemed to
be severed and deleted; and neither such provision, nor its severance and
deletion, shall affect the validity of the remaining provisions.
5.09 Counterparts. This Agreement may be executed in any number of
counterparts.
5.10 Expenses Associated With This Agreement. Each of the parties hereto
agrees to bear its own costs, attorney's fees and related expenses associated
with this Agreement.
5.11 Arbitration. Any dispute or claim arising to or in any way related to
this Agreement shall be settled by arbitration in San Diego, California. All
arbitration shall be conducted in accordance with the rules and regulations of
the American Arbitration Association ("AAA"). AAA shall designate a panel of
three arbitrators from an approved list of arbitrators following both parties'
review and deletion of those arbitrators on the approved list having a conflict
of interest with either party. Each party shall pay its own expenses associated
with such arbitration (except as set forth in Section 5.05 Above). A demand for
arbitration shall be made within a reasonable time after the claim, dispute or
other matter has arisen and in no event shall such demand be made after the date
when institution of legal or equitable proceedings based on such claim, dispute
or other matter in question would be barred by the applicable statutes of
limitations. The decision of the arbitrators shall be rendered within Sixty
(60) days of submission of any claim or dispute, shall be in writing and mailed
to all the parties included in the arbitration. The decision of the arbitrator
shall be binding upon the parties and judgement in accordance with that decision
may be entered in any court having jurisdiction thereof.
5.12 Assignment. The Company shall have no right to assign this Agreement
or any obligations created hereby unless Consultant expressly approves the
assignment in writing.
5.13 Authority to Bind. A responsible officer of the Company has read and
understands the contents of this Agreement and is empowered and duly authorized
on behalf of the Company to execute it.
5.14 Non-Circumvention. Company shall not pursue any financial relationship
for Company's direct benefit or indirectly for the benefit of related parties
with any entry introduced by Promoter from the date of initial contact of the
parties and lasting for a period of two (2) years after the termination of
Promoter's services without the written consent of the introducing party.
Should Promoter be circumvented by Company, Promoter shall be paid a closing fee
of fifty percent of the total value of consideration realized Company on the
date such transaction transpires.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
FOR THE COMPANY
By: /s/ signed (Xxxx X. Xxxxx, CEO)
FOR ACTION STOCKS INC:
By: /s/ signed (Xxxxx Xxxxx, President)
