AGREEMENT FOR
FINANCIAL COMMUNICATION SERVICES
THIS AGREEMENT is entered into on this 19th day of November
1999 by and between North American Corporate Consultants, Inc. (hereinafter
"NACC"), with its principal place of business at 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xx. 00000 and Digital Video Display Technology, Inc (hereinafter
"Client"), with its principal place of business at 000 Xxxxxxx Xxxxxx, 00xx
xxxxx Xxx Xxxx, XX 00000 Hereinafter Client and NACC are referred to
collectively as "Parties" and singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and conditions under which
the said services shall be performed.
NOW, THEREFORE, in consideration of these promises of the mutual covenants
herein, the Parties hereto agree as follows:
ARTICLE I - SCOPE OF SERVICES
NACC will assist the Client on a non-exclusive basis to develop, implement, and
maintain an ongoing market awareness program.
ARTICLE II - PERIOD OF PERFORMANCE
The period of performance under this agreement shall be a period of 6 months
from the Effective Date of said Agreement (Article X).
ARTICLE III - CONTRACTUAL RELATIONSHIP
In performing the services under this Agreement, NACC shall operate as, and have
the status of, an independent contractor. The client and NACC will be mutually
responsible for determining the means and the method for performing the services
described in ARTICLE I above.
ARTICLE IV - COMPENSATION As full consideration for the performance of services
herein, the Client shall pay NACC compensation as follows:
(a) Fee: 277,500 shares of clients 144 stock.
In the following denominations:
87,500 shares
87,500 shares
27,500 shares
25,000 shares
25,000 shares
25,000 shares
(b) Mergers, Acquisitions & Corporate Financing: In the event that NACC is
the procuring cause in a successful merger, acquisition or corporate financing
on behalf of the Client, NACC shall be compensated in the amount of 5% of the
merger/acquisition value or the total value of corporate financing, whichever
applies. Fees are due and payable at the close of the respective transactions.
ARTICLE V - CLIENT INFORMATION
Since NACC must at all times rely upon the accuracy and completeness of
information supplied to it by the Client's officers, directors, agents, and
employees, the Client agrees to indemnify, hold harmless, and defend NACC, its
officers, agents, and employees at the Client's expense, in any proceeding or
suit which may arise out of and/or due to any inaccuracy or incompleteness of
such material supplied by the Client to NACC.
article vi - PROTECTION OF PROPRIETARY RIGHTS
NACC agrees that all information disclosed to it about the Client's products,
processes and services are the sole property of the Client and it will not
assert any rights to any confidential or proprietary information or material,
nor will it directly or indirectly, except as required in the conduct of its
duties under the Agreement, disseminate or disclose any such confidential
information.
ARTICLE VII - REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be served personally
to the Client's Representative and NACC's representative at their respective
places of business or by registered mail to the address of each Party as first
set forth hereinabove or may be transmitted by Facsimile Transmission to the
respective FAX numbers of record.
ARTICLE VIII - ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in the County of San Diego,
California, in accordance with the rules of the American Arbitration Association
there in effect, except that the parties thereto shall have any right to
discovery as would be permitted by the Federal Rules of Civil Procedure and the
prevailing Party shall be entitled to actual costs and actual attorney's fees
from arbitration or any other civil action. Judgment upon the award rendered
therein may be entered in any Court having jurisdiction thereof. Jurisdiction
for any legal action is stipulated between the Parties to lie in the County of
San Diego, California
ARTICLE IX - MISCELLANEOUS
This Agreement constitutes the entire agreement between the Client and NACC
relating to providing financial relations services. It supersedes all prior or
contemporaneous communications, representations or agreements, whether oral or
written, with respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those herein expressed. No
agreement hereafter made between the Parties shall be binding on either Party
unless reduced to writing and signed by an authorized officer of the Party bound
thereby.
ARTICLE X - EFFECTIVE DATE
Effective Date shall be the date of NACC's receipt of the Client compensation in
Article IV above.
This Agreement shall in all respects be interpreted and construed, and the
rights of the Parties hereto shall be governed by the laws of the State of
California.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by duly authorized officers.
DVD Technology, Inc. North American Corporate Consultants, Inc.
By: By:
Xxx Xxxxxxxxx, President Xxxxxx Xxxxxxxxx, President
Date: 11/22/99 Date: 11/22/99
