Exhibit 10.3
CORPORATE SERVICES
AGREEMENT
THIS CORPORATE SERVICES AGREEMENT is made and dated for reference
effective as of the 14th day of April, 2006 (the "Effective Date").
BETWEEN:
SEGUE VENTURES LLC. having its address for delivery and service located at
000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxx, XX 00000-0000
(the "Consultant");
OF THE FIRST PART
AND:
WI-TRON, INC. a company duly incorporated under the laws of the United
States of America and having an address for delivery and service located
at 00 XxXxxxxx Xxxxxx Xxxxxxx, XX 00000.
(the "Company");
OF THE SECOND PART
(the Consultant and the Company being hereinafter singularly also referred
to as the "Party" and collectively referred to as the "Parties" as the
context so requires)
WHEREAS:
A. The Company provides amplifier products that break new ground for high
efficiency and ultra linear performance. Our amplifiers address the need for
improved technology at an economical cost for the wireless industry and is
listed on the OTC Bulletin Board (OTCBB).
B. The Company retains the Consultant under this agreement (the "Agreement") to
act as the Company's Investment and Public Relations Manager. Its purpose is to
establish and execute an effective, combined IR - PR strategy that communicates
Wi-Tron's business and potential to the investment and media communities. The
Consultant's goal is to help achieve and maintain favorable market valuations,
relatively stable stock price and favorable relations with the investment and
media communities.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE AS
FOLLOWS:
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Article I
SERVICES AND RESPONSIBILITIES OF THE CONSULTANT
1.1 Consultant Services. The Consultant will provide to the Company, as an
independent consultant, on a non-exclusive basis, the services ("Services") set
forth below together with such reasonable additions and modifications thereto as
the Company may request from time-to-time:
A. Investor Relations - Conduct day-to-day investor relations ("IR")
operations for the Company including:
a. Manage a toll free investor relations information line and
provide response services in a professional manner compliant
with SEC and stock exchange regulations that Wi-Tron is a
member of;
b. Draft Company press releases for approval by Company
management;
c. Assist in the preparation and distribution of Company
information brochures and other media material;
d. Prepare for Company approval strategic IR plans for cost
effective and market effective news dissemination and public
awareness programs and programs to enhance Company stockholder
base and distribution;
e. Coordinate conference calls & web-casts for North America;
f. Provide shareholders with latest news and Company information
releases;
g. Provide strategic counsel on investor relations' issues to
senior management including feed-back on investor Company
knowledge;
h. Track market and Wi-Tron shareholder activity and prepare
analysis concerning trends and significance to the Company;
and
i. Assist in preparing statements and commentary for SEC forms
and reports.
B. Website Management - Assist Wi-Tron with its website as follows:
a. Prepare basic investor relations website content, monitor
website for content currency;
b. Prepare for website - news releases, Frequently Asked
Questions (FAQs) section, links section and other published
content;
C. Strategic Media Relations
a. Establish and maintain contacts with suitable reporters,
editors, key journalists and other media;
b. Provide analysis of media coverage, journalist profiling;
c. Provide strategy-driven corporate media communications
programs; and d. Cultivate investor relations networks.
D. Cultivate Capital Markets and Shareholder Relations
a. Produce targeted programs to identify and connect with
qualified institutional investors. Be prepared to provide
personal and telephone briefings to the institutional
investment community in order to present the Company's
benefits to investors and to establish positive productive
business relationships;
b. Assist the Company with preparation of information
presentations and documents appropriate for the institutional
investment community and financial institutions to become
knowledgeable about the Company;
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c. Establish and enhance channels of communication between the
Company and institutional investors, market makers, registered
representatives, buy-and sell-side financial analysts, and
portfolio managers; but
d. Consultant's responsibilities do not include the solicitation
or sales of securities.
E. Road Show Public Relations / Promotion
a. Prepare and present multimedia briefing strategies and assist
in planning speaking agendas and venues; and
b. Provide coaching and assistance to Wi-Tron officers for public
speaking.
F. Opinion Research - conduct polls and targeted interviews with investors
and the investment community to determine Company's message penetration
and effectiveness.
G. Support Business Plan Development and Execution
a. Marketing and business plans - assist in providing
information, validating and improving ideas, trouble shoot
logic flaws and provide research support;
b. Corporate Governance - facilitate informing the public of the
Company's corporate governance programs and events and develop
and execute an information disclosure program;
c. Message Development - develop a systematic message process to
help the Company focus its strategic communications objectives
and frame effective messages to achieve them.
H. Executive Coaching
a. Media Coaching to improve individual skills in dealing with
the news media and for general public communication; and
b. Presentation Skills to help develop skills in speech delivery
and conducting meetings.
(such above-referenced services being, collectively, also called the "Consulting
Services").
1.2 Reporting By Consultant. The Consultant will report to the Company on a
timely basis as to its activities and performance in its conduct of the Services
and any issues which arise. The Consultant shall report as soon as reasonably
possible in respect to material matters and shall render summary reports not
less than monthly.
Article II
INFORMATION TO BE PROVIDED BY THE COMPANY
2.1 Information to be made available. The Company agrees to make available to
the Consultant all corporate, financial and operating information which is
reasonably necessary and sufficient to allow the Consultant to perform the
Consulting Services. The Company agrees to make all such information available
to the Consultant and hereby authorizes the Consultant to provide such
information to investors, potential investors, registered representatives, legal
and accounting advisers, and other persons, subject to such reasonable
conditions and restrictions as the Company deems necessary or appropriate and
subject to insider information rules and restrictions. The Consultant will use
such information only for the purposes set out herein and for no competitive or
other purpose whatsoever.
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2.2 Accuracy of the information. The Company agrees that it will bear sole
responsibility for the accuracy and completeness of the information provided to
the Consultant, information created by the Consultant and approved by the
Company, but not for information created and released by the Consultant without
the approval of the Company.
2.3 Material change in information. The Company agrees to advise the Consultant
promptly of any material change in the affairs of the Company or in any
information provided to the Consultant from the date at which such information
is given.
Article III
COMPLIANCE WITH LAWS
3.1 Consultant Compliance Issues and Insurance. The Consultant shall comply with
all laws, whether federal or state, applicable to the Consulting Services and,
when requested by the Company, will advise the Company of any particular
compliance issues affecting any Consulting Services or transactions for which
the Consultant's services have been engaged. The Consultant has engaged in its
own name USD$1,000,000 liability insurance, with a $10,000 deductible, for an
estimated annual premium of approximately $10,000 coverage for its activities.
3.2 Professionals. The fees and disbursements of counsel and accountants in
regard to the Consulting Services will be paid for by the Company subject to
prior approval by the Company.
3.3 Company Information Security. The Consultant shall effect and comply with
all reasonable endeavors to ensure that it affords security to information of
the Company and that the Consultant, or any persons with whom the Consultant
works or with whom the Consultant deals, do not employ information of the
Company in any manner contrary to law or fiduciary obligations.
3.4 Company Compliance Issues. The Company shall comply with all laws, whether
federal or state, applicable to the Consulting Services and the Company. The
Company shall effect commercially reasonable best efforts to continue as a
reporting issuer in good standing in the US on the OTCBB exchange or other
public exchange as applicable.
3.5 Trading. In the event that the Consultant, or any person with whom the
Consultant works or with whom the Consultant deals, trades in the Company's
market then the Consultant shall employ reasonable prudence as to such trading
and shall effect such in compliance with law. Any trading shall be effected in a
manner which does not damage market stability and orderliness and is in
compliance with insider knowledge laws.
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Article IV
TERM
4.1 Term. The term of this Agreement is from the Effective Date to April 13,
2007 (the "Initial Term"). This Agreement may renew for a one year period ending
April 13, 2008, unless terminated by either Party, without any requirement for
the giving of any cause for such termination, upon 60 days' prior written notice
(the entire period of this Agreement to termination being the "Term").
Article V
COMPENSATION OF THE CONSULTANT
All montetary figures are in U.S. dollars.
5.1 Compensation to the Consultant. The Consultant shall be compensated for the
Consulting Services and its costs as follows:
(a) $10,000.00 per month, payable on the 15th day of the month, in advance; and
(b) 1,500,000 Restricted Shares, to be issued in montly increments of 125,000
shares per month to Xxxxx X. Xxxx, or his designee.
5.2 Reimbursement of Expenses. During the Term the Company shall reimburse the
Consultant for all invoiced and substantiated expenses properly incurred for the
Consulting Services within 15 days of invoice. The Company shall not be
responsible for expenses unless it has given approval as follows:
(i) Any single expense in excess of $500; and
(ii) Any month in which it is anticipated that aggregate expenses will exceed
$2000.
5.3 Ownership of Clientele. The Consultant agrees that all work product, market
data, investor leads and identities, institutional data and all other
information generated by the Consultant for the purposes of the Consulting
Services and all data acquired from the Company (collectively the "Confidential
Information") are the property of the Company and shall be kept confidential
except as permitted or required by this Agreement or as otherwise permitted in
writing. Such Confidential Information shall remain confidential and not used by
the Consultant until the same has become public as to Company data and for a
period of one (1) year as to investor or institutional data following
termination of this Agreement, subject to any extension of a continuing
transaction right in regard to incomplete transactions completing after
termination of this Agreement, as elsewhere herein provided. This within
provision is a perpetuating guarantee, for the period stated, and applies to any
and all transactions entertained by the Parties, including subsequent follow-up,
repeat transactions, extended or renegotiated transactions, as well as to the
initial transaction, regardless of the success of the project. This provision
does not prejudice the Consultant or the Company from continuing relations or
business with parties to whom they have been introduced during the Term and
conducting business with such parties for their own account but the Consultant
shall not make the Company's Confidential Information available to third parties
or distract the investors in a manner which may compete with or damage the value
of the Company's Confidential Information or its finance or market
possibilities.
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Article VI
INFORMATION AND ADVICE CONFIDENTIAL
6.1 Confidential Information. No information furnished hereunder in connection
with any transaction or the Consulting Services shall be published by any Party
without the prior written consent of the other Party, but such consent in
respect of the reporting of factual data shall not be unreasonably withheld, and
shall not be withheld in respect of information required to be publicly
disclosed pursuant to applicable securities or other applicable laws.
Article VII
INDEMNIFICATION AND LEGAL PROCEEDINGS
7.1 Indemnification. Subject to section 7.2 below, each Party agrees to
indemnify and save the other, its affiliates and their respective directors,
officers, employees and agents (each an "Indemnified Party") harmless from and
against any and all losses, claims, actions, suits, proceedings, damages,
liabilities or expenses of whatsoever nature or kind, including any
investigation expenses incurred by any Indemnified Party, to which an
Indemnified Party may become subject by reason of breach of this Agreement or of
law by the defaulting Party.
7.2 Consultant Liability. The Consultant shall not be liable in respect of any
act or omission committed by it, and the Company or its personnel shall have no
claim against the Consultant, of any nature whatsoever whether in contract, tort
or otherwise in respect of any act or omission arising out of or in connection
with the provision of the Services except where such arises as a consequence of
willful wrongs or gross negligence. Except for willful wrongs or gross
negligence, the Consultant shall not be liable to the Company or its personnel
for:
a) Any loss or damage (except death or personal injury arising from the
negligence of the Consultant) arising from any inaccuracies,
omissions, data loss, faults or delays arising out of the Consultant
Services, no matter how such faults, delays, inaccuracies, omissions
or losses may arise or
b) Any loss or failure to perform any obligation under this agreement
due to causes beyond its reasonable control including, industrial
disputes, supplier failure, fire, power or telecommunications
failure.
In no circumstance, subject to section 7.2 above, shall the Consultant be liable
for any direct or indirect financial loss, or consequential loss or damage with
respect to the Consultant Services.
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Article VIII
FORCE MAJEURE
8.1 Events. If either Party hereto is at any time during this Agreement
prevented or delayed in complying with any provisions of this Agreement by
reason of strikes, walk-outs, labour shortages, power shortages, fires, wars,
acts of God, earthquakes, storms, floods, explosions, accidents, protests or
demonstrations by environmental lobbyists or native rights groups, delays in
transportation, breakdown of machinery, inability to obtain necessary materials
in the open market, unavailability of equipment, governmental regulations
restricting normal operations, shipping delays or any other reason or reasons
beyond the control of that Party, then the time limited for the performance by
that Party of its obligations hereunder shall be extended by a period of time
equal in length to the period of each prevention or delay.
8.2 Notice. A Party shall within seven calendar days give written notice to the
other Party of each event of force majeure under section 8.1 hereinabove, and
upon cessation of such event shall furnish the other Party with notice of that
event together with particulars of the number of days by which the obligations
of that Party hereunder have been extended by virtue of such event of force
majeure and all preceding events of force majeure.
Article IX
DEFAULT AND TERMINATION
9.1 Default. If either of the Parties is in default with respect to any of the
provisions of this Agreement (hereinafter referred to as the "Defaulting
Party"), the non-defaulting Party (hereinafter referred to as the
"Non-Defaulting Party") shall give notice to the Defaulting Party designating
such default, and within fifteen (15) business days after its receipt of such
notice, the Defaulting Party shall either:
c) cure such default, or diligently commence proceedings to cure such
default and prosecute the same to completion without undue delay,
with notice to the Non-Defaulting Party of the procedures it has
instigated to cure; or
d) give the Non-Defaulting Party notice that it denies that such
default has occurred and that it is submitting the question to
arbitration in accordance with the arbitration rules of the American
Arbitration Association. Arbitration shall be conducted by a single
arbitrator selected mutually by the Parties (failing which they
shall each select one and decide which acts by a flip of a coin),
the arbitrator shall determine rules of conduct and all decisions of
the arbitrator shall be final, binding, unappealable and may be
entered by the winning Party in court as a judgment, and each Party
shall bear their own legal costs and pay 50% of the arbitration
costs.
9.2 Termination. If default is not addressed appropriately in the form required
by 9.1(a) above, or cured within 15 days of an arbitrator's finding of default
of 9.1(b), then the Non-Defaulting Party may terminate this Agreement at any
time, without prejudice to any claims it may have for an accounting or damages.
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Article X
NOTICE
10.1 Notice. Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be delivered to the
other Party, at the address for such Party specified above. The date of receipt
of such written notice, demand or other communication shall be the date of
delivery thereof. Notice shall be sent via major international overnight carrier
service (eg. FedEx, UPS, DHL) to the following addresses:
SEGUE VENTURES, LLC
C/O XX. XXXXX X. XXXX
000 XXXXXXX XXX
XXXXXXX XXXX, XX 00000-0000
COURTESY COPY TO LEGAL COUNSEL OF XX. XXXX:
ATTN: XXX XXXXXXXX ESQ.
000 XXXXXXXXX XXX
XXXXXXX, XX 00000
WI-TRON INC.
X/X XXXX XXXXX XXX
00 XXXXXXXX XXXXXX
XXXXXXX, XX 00000
COURTESY COPY TO LEGAL COUNSEL OF WI-TRON INC:
ATTN: XXXXXXX X. XXXXXXXX
00 XXXXXXX XXXXXX
XXXX XXXXXXXXXX, XXX XXXX 00000
10.2 Change of Address. Either Party may at any time and from time to time
notify the other Party in writing of a change of address and the new address to
which notice shall be given to it thereafter until further change.
Article XI
GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties hereto in respect to this subject matter and supersedes every
previous agreement, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties with respect to the subject matter of this Agreement.
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11.2 Enurement and Assignment. This Agreement will enure to the benefit of and
will be binding upon the Parties, their respective heirs, executors,
administrators and permitted assigns. This Agreement may not be assigned as to
any part by any Party without the permission in writing of the other Party, such
permission not to be unreasonably withheld.
11.3 Time of the Essence. Time will be of the essence of this Agreement.
11.4 Applicable Law. The situs of this Agreement is Pennsylvannia, USA and for
all purposes this Agreement will be governed exclusively by and construed and
enforced in accordance with the laws of the commonwealth wherein the
Pennsylvania Limited Liability Company Law shall apply.
11.5 Currency. Unless otherwise stated, all references in this Agreement to
currency shall be United States currency.
11.6 Severability and Construction. Each Article, section, paragraph, term and
provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any Court,
agency or tribunal with valid jurisdiction in a proceeding to which any Party
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and effect as of the date upon which the ruling becomes
final).
11.7 Counterparts. This Agreement may be signed by the Parties hereto in as many
counterparts as may be necessary, each of which so signed shall be deemed to be
an original, and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
execution date as set forth on the front page of this Agreement.
11.08 No Partnership or Agency. The Parties have not created a partnership and
nothing contained in this Agreement shall in any manner whatsoever constitute
any Party the partner, agent or legal representative of the other Party, nor
create any fiduciary relationship between them for any purpose whatsoever. No
Party shall have any authority to act for, or to assume any obligations or
responsibility on behalf of, the other Party except as may be, from time to
time, agreed upon in writing between the Parties or as otherwise expressly
provided.
11.09 Consents and Waivers. No consent or waiver expressed or implied by either
Party in respect of any breach or default by the other in the performance by
such other of its obligations hereunder shall:
(a) be valid unless it is in writing and stated to be a consent or waiver
pursuant to this section;
(b) be relied upon as a consent to or waiver of any other breach or
default of the same or any other obligation;
(c) constitute a general waiver under this Agreement; or
(d) eliminate or modify the need for a specific consent or waiver pursuant
to this section in any other or subsequent instance.
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IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and
seals in the presence of their duly authorized signatories effective as at the
date first above written.
WI-TRON INC.
by its authorized signatory
/s/ Xxxx Xxxxx Xxx
----------------------------------------
Authorized Signatory
SEGUE VENTURES LLC.
by its authorized signatory:
/s/ Xxxxx X. Xxxx
----------------------------------------
Authorized Signatory
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