Contract
EXHIBIT
10.9
AGREEMENT made
as
of the 5th
day of
December, 2006 by and between INAVEST, Inc., maintaining its principal offices
in Xxxxxx Xxxxx Xx XX 00000 After referred to as “INAVEST” and Red Reef
Laboratories International, Inc. (hereinafter referred to as
“Client”).
WITNESETH:
WHEREAS,
INAVEST,
is
engaged in the business of providing and rendering public relations/investor
relations and communications services and has knowledge, expertise and personnel
to render the requisite services to Client; and
WHEREAS,
Client is desirous of retaining INAVEST for the purpose of obtaining public
relations/investor relations and corporate communications services so as to
better, more fully and more effectively deal and communicate with its
shareholders, investors, 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 INAVEST: Client herewith engages INAVEST and agrees to render to Client
public relations/investor relations, communications, advisory and consulting
services.
A. The
consulting services to be provided by INAVEST 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 INAVEST’s ability to relate information regarding Client’s activities is
directly related to the information provided by Client to INAVEST.
B. Client
acknowledges that INAVEST will devote such time as is reasonably necessary
to
perform the services for Client, having due regard for INAVEST’s commitments and
obligations to other business for which it performs consulting services.
II. Compensation
and Expense Reimbursement.
A. Client
will pay INAVEST, as compensation for the services provided for in this
Agreement and as reimbursement for expenses incurred INAVEST on Client’s behalf,
in the manner set forth in Schedule A annexed to this Agreement which Schedule
is incorporated herein by reference.
B. In
addition to the compensation and expense reimbursement referred to in Section
II-A above, INAVEST shall be entitled to receive from Client a “Transaction
Fee”, as a result of any Transaction (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 INAVEST, or by which client
has
been introduced to, or has been put in contact with, by INAVEST. A “Transaction”
shall mean merger, sale of stock, sale of assets, 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. 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.
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The
calculation of a Transaction fee 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 and shall equal five percent
(5%) of the dollar value of the Transaction. Such fee shall be paid by certified
funds at the closing of the Transaction.
Term
and
Termination. This Agreement shall be good for a period of 30 trading days
commencing December 8, 2006. If the Client does not cancel the contract during
the term, the contract will be automatically extended for an additional six
(6)
months. Either party hereto shall have the right to terminate this Agreement
upon thirty (30) days prior written notice to the other party after the first
forty-five (45) days.
Treatment
of Confidential Information. INAVEST 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 INAVEST in
connection with INAVEST’s services hereunder, provided such information is
plainly and prominently marked in writing by Client as being confidential (the
“Confidential Information”). INAVEST will not be bound by the foregoing
limitation in the event (i) the Confidential Information is otherwise
disseminated and becomes public information or (ii) INAVEST is required to
disclose the Confidential Information pursuant to a subpoena or other judicial
order.
Representation
by INAVEST of Other Clients. Client acknowledges and consents to INAVEST
rendering public relations, consulting and/or communications services to other
clients of INAVEST engaged in the same or similar business as that of
Client.
Indemnification
by Client as to Information Provided to INAVEST. Client acknowledges that
INAVEST, 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 INAVEST, 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 INAVEST.
Independent
Contractor. It is expressly agreed that INAVEST 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 INAVEST 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 be 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. INAVEST and the Client agree that any legal disputes
that may occur between INAVEST and the Client, and that arise out of, or are
related in any way to, INAVEST contract with the Client and/or its performance
of services under the Contract or the termination of this contract, and which
disputes cannot be resolved informally, shall be resolved exclusively through
final and binding private arbitration before an arbitrator mutually selected
by
INAVEST and the Client with each party to bear its own costs and attorney fees.
If INAVEST and the Client are unable to agree upon an arbitrator within
twenty-one (21) days after either party made a demand for arbitration, the
matter will be submitted for arbitration to the San Diego office if the American
Arbitration Association pursuant to the rules governing contract dispute
resolution in effect as of December 1, 1998. Notwithstanding the foregoing,
in
no event shall a demand for arbitration be made after the date which institution
of legal or equitable proceedings based on such claim, dispute, or other matter
in question would be barred by the applicable statutes of
limitation.
2
IN
WITNESS THEREOF, the parties have executed this Agreement as of the day and
the
year first written above.
INAVEST
By:
/s/
Xxxxx Xxxxx Date:
December 8, 2006
Xxxxx
Xxxxx, President
Client
By:
/s/
Xx. Xxxxx Xxxxxx-Xxxxxx Date:
December 8, 2006
Xx.
Xxxxx
Xxxxxx-Xxxxxx, CEO
SCHEDULE
A-1 Indemnification
by Client Disclaimer
SCHEDULE
A-2 Payment
for Services and Reimbursement of Expenses
SCHEDULE
A-3 Consulting
Services
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SCHEDULE
A-1
INDEMNIFICATION
BY CLIENT DISCLAIMER
Red
Reef
Laboratories International, Inc., (“Client”) acknowledges that any and all
information disseminated to INAVEST, Inc. (“INAVEST”) is truthful, reliable, and
factual to the best of Client’s knowledge and comprehension. Client further
acknowledges that INAVEST, 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 INAVEST, 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 INAVEST.
Client
shall approve any written material created by INAVEST.
Client
By:
/s/ Xx. Xxxxx Xxxxxx-Xxxxxx, CEO Date:
__________________________
Xx.
Xxxxx Xxxxxx-Xxxxxx, CEO
INAVEST
By:
/s/
Xxxxx Xxxxx Date:
December 8, 2006
Xxxxx
Xxxxx, President
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SCHEDULE
A-2
PAYMENT
FOR SERVICES AND REIMBURSEMENT OF EXPENSES
A. For
the
services to be rendered and performed by INAVEST during thr term of the
Agreement, Client shall, (1) Deliver $40,000 and 200,000 free trading shares
of
XXXX.XX
INAVEST
By:
/s/
Xxxxx Xxxxx Date:
December 8, 2006
Xxxxx
Xxxxx, President
Client
By:
/s/ Xx. Xxxxx Xxxxxx-Xxxxxx,
CEO Date:
________________________
Xx.
Xxxxx Xxxxxx-Xxxxxx, CEO
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SCHEDULE
A-3 - CONSULTING SERVICES
INAVEST
COVENANTS AND AGREES AS FOLLOWS:
A. To
utilize INAVEST’s database of investors, stockbrokers, fund managers, market
makers, and analysts as a source to introduce new investors to the merits of
Client; through direct contact, mailers and telemarketing, INAVEST will dedicate
six full time marketing executives for the full six weeks.
B. To
arrange, if possible, for independent research reports and articles on Client;
C. To
arrange meetings with investors, stock brokers, fund managers and analysts,
if
requested, by Client.
D. To
make
available INAVEST’s U.S. phone number for press release and PR material for
investor inquiries.
E. To
plan
and develop, if requested, Client’s investor relations materials.
F. To
assist
in the development of database of company shareholders and to disseminate
corporate information on a periodic basis.
G. To
analyze DTC sheets on a weekly basis at clients discretion.
H. To
insure
that INAVEST’s personnel are fully conversant with Client, its products and
activities.
I. To
cause
its officers, directors and employees not to disclose any confidential
information that may be made available from time to time to
INAVEST.
INAVEST
By:
/s/
Xxxxx Xxxxx Date:
December 8, 2006
Xxxxx
Xxxxx, President
Client
By:
/s/
Xx. Xxxxx Xxxxxx-Xxxxxx Date:
December 8, 2006
Xx.
Xxxxx
Xxxxxx-Xxxxxx, CEO
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