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EXHIBIT 10.54
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CORPORATE COMMUNICATIONS SERVICES AGREEMENT
This Corporate Communications Services Agreement is made as of the 1st day
of November, 1999, by and between X.X. Xxxxx/Worldwide ("Consultant"), and
USURF America, Inc., a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of corporate
communications; and
WHEREAS, the Company is a publicly-held company and files periodic reports
pursuant to the requirements of the Securities Exchange Act of 1934, with
its common stock listed on the American Stock Exchange under the symbol
"UAX"; and
WHEREAS, the Company desires to hire Consultant and Consultant is willing
to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis, to
render consulting services with respect to corporate communications, on
behalf of the Company. Consultant hereby accepts such engagement and
agrees to render such consulting services as are listed on Exhibit "A"
attached hereto and incorporated herein by this reference, throughout the
term of this Agreement. The Company shall reimburse Consultant for his
expenses incurred on the Company's behalf hereunder, upon invoice received;
provided, however, that each expense item in excess of $250.00 shall be
pre-approved by the Company, in writing. Without such written
pre-approval, the Company shall not be obligated to reimburse Consultant
for any such item of expense in excess of $250.00.
It is further agreed that Consultant shall have no authority to bind the
Company to any contract or obligation or to transact any business in the
Company's name or on behalf of the Company, in any manner. The parties
intend that Consultant shall perform its services required hereunder as an
independent contractor.
2. The initial term of this Agreement shall commence upon the mutual
execution of this Agreement and shall continue through April 30, 2000.
Thereafter, this Agreement shall continue on a month-to-month basis,
provided neither party provides written notice to terminate not less than
20 days prior to the end of the initial term or any renewal term of this
Agreement.
3. In consideration of the services to be performed by Consultant, the
Company agrees to pay to Consultant the compensation set forth on Exhibit
"B" attached hereto and incorporated herein by this reference.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable
Consultant to perform his obligations hereunder.
B. The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any
contractual obligation by which the Company may be bound.
5. Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other of a
confidential nature will not be revealed or disclosed to any person or
entity, except in the performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the Company, any
original documentation provided by the Company will be returned to it.
Consultant, including each of his affiliates, will not directly or
indirectly buy or sell the securities of the Company at any time when it or
they are privy to non-public information.
Consultant agrees that he will not disseminate any printed matter
relating to the Company, including, without limitation, press releases,
without prior written approval of the Company's legal counsel.
Consultant acknowledges that, in light of the fact that Consultant is in
a special relationship with the Company due to the entrusting by the
Company to Consultant of non-public, material "inside" information
concerning the Company, the relationship between the Company and Consultant
shall be that of a special relationship.
Consultant agrees that he will comply with all applicable securities
laws, in performing on behalf of the Company hereunder.
6. All notices hereunder shall be in writing and addressed to the party at
the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier. Notices will be deemed given
upon the earlier of actual receipt of three (3) business days after being
mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
X.X. Xxxxx/Worldwide
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
and to the Company at:
USURF America, Inc.
0000 Xxxxxxxx Xxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
with a copy to:
Xxxxxx & Xxxxxx, Attorneys at Law
000 Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx 00000
7. Miscellaneous.
A. In the event of a dispute between the parties arising out of this
Agreement, both Consultant and the Company agree to submit such dispute to
arbitration before the American Arbitration Association (the "Association")
at the Association's Dallas, Texas, offices, in accordance with the
then-current rules of the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on any such award in any
court of competent jurisdiction. It is expressly agreed that the
arbitrators, as part of their award, can award attorneys fees to the
prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be
binding upon the parties, their heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall be
deemed an original. It shall not be necessary that each party execute each
counterpart, or that any one counterpart be executed by more than one
party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas.
USURF AMERICA, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
X.X. XXXXX/WORLDWIDE
By: /s/
Exhibit "A"
Corporate Communications
Services Agreement
SERVICES TO BE PERFORMED BY CONSULTANT ON BEHALF OF THE COMPANY
The consulting services to be provided by Consultant under the Corporate
Communications Services Agreement to which this Exhibit "A" is attached
include, but shall not be limited to:
Develop and implement a plan for maximizing public awareness of Company
news and other developments regarding the Company, as well as awareness of
Company news and other developments regarding the Company to the stock
brokerage community.
Develop a "corporate identity" for the Company, within the stock brokerage
community and the general public, and implement a plan for communicating same.
Assist in preparing Company news releases and other public communications.
Exhibit "B"
Corporate Communications
Services Agreement
COMPENSATION TO BE PAID BY THE COMPANY TO CONSULTANT
As full payment for Consultant's services during the initial term of the
Corporate Communications Services Agreement (the "Agreement") to which this
Exhibit "B" relates, Consultant shall receive, upon execution of, the
following:
6,000 shares of Company Common Stock, which shares shall be valued at a
price of $3.50 per share, or $21,000, in the aggregate. The Company shall
cause all 6,000 of such shares to be registered, at the Company's expense,
pursuant to a Registration Statement on Form S-1 to be filed by the Company
as soon as is practicable following the execution of this Agreement.
Consultant shall be named as a selling shareholder in such Registration
Statement.
As full payment for Consultant's services during each renewal term of the
Agreement to which this Exhibit "B" relates, Consultant shall receive the
following:
1,000 shares of Company Common Stock, which shares shall be valued at a
price equal to the average of the closing bid price, as reported by the
American Stock Exchange, for the Company's Common Stock for the last 5
trading days preceding the first day of each renewal term. The shares of
Company Common Stock issued to Consultant as payment for services during
any renewal term shall possess "piggy-back" rights of registration.
Consultant represents and warrants to the Company that the shares of the
Company being acquired pursuant to the Agreement are being acquired for his
own account and for investment and not with a view to the public resale or
distribution of such shares and further acknowledges that the shares being
issued have not been registered under the Securities Act or any state
securities law and are "restricted securities", as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they
are subsequently registered or an exemption from such registration is
available.
Consultant represents and warrants that he has investigated the Company,
its financial condition, business and prospects, and has had the
opportunity to ask questions of, and to receive answers from, the Company
with respect thereto. Consultant acknowledges that he is aware that the
Company currently lacks adequate capital to pursue its full plan of
business, specifically, that the Company currently lacks capital with which
to exploit its proprietary Wireless Internet access technology.
Consultant acknowledges that the share certificate or certificates of the
Company issued to him pursuant to this Agreement will bear a legend
restricting future transfer in the following , or similar, form:
"THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE UPON
THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(6) OF THE SECURITIES
ACT OF 1933, AS AMENDED. THE STOCK MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM SUCH REGISTRATION."
