Exhibit 10.25
CROSSCHECK CAPITAL LOGO
Investor Relations Agreement for
American Soil Technologies, Inc (OTCBB : SOYL)
Prepared for: Xxxx Xxxxx
Prepared by:
Xxxx Xxxxxxxx
Crosscheck Capital
Tel. 000-000-0000 Fax.
000-000-0000
TERMS:
Between: Crosscheck Capital and American Soil Technologies, Inc. Crosscheck
Capital shall provide services to American Soil Technologies, Inc as described
in this Investor Relations Agreement.
TERM:
This Investor Relations Agreement shall begin on December 1, 2004 (effective
date) and continue for six (6) months or until such time this Investor Relations
Agreement is terminated in accordance with the termination clause hereof
(Termination). Both parties have the option to renew this agreement at their
discretion.
SCOPE OF WORK:
- Assist American Soil Technologies, Inc in communicating the company's
investment potential to its shareholders and the financial community
- Assist American Soil Technologies, Inc in meeting full disclosure
requirements through the timely dissemination of press releases via
financial news wire services and the company's website
- Provide an exclusive in house website development and maintenance
program including dynamic functionality
- Assist American Soil Technologies, Inc in increasing and maintaining
the company's shareholder database
- Introduce American Soil Technologies, Inc to investor databases
- Introduce American Soil Technologies, Inc to financial analysts
covering the research and development, and the company's industry.
COMPENSATION:
American Soil Technologies, Inc agrees to pay Crosscheck Capital for work
expressly authorized by American Soil Technologies, Inc and performed by
Crosscheck Capital, pursuant to the work scope defined above. American Soil
Technologies, Inc will pay Crosscheck Capital U.S. $10,000 per month due at the
1st of each month, with first and last months payment due upon execution of this
Investor Relations Agreement. Total due U.S. $22,500 upon execution of this
Investor Relations Agreement. 250,000 Restricted shares payable as follows:
50,000 shares due upon execution of the agreement and 50,000 shares due on the
first day of each month up to a total of 250,000 Restricted Shares. (SEE
"ADDITIONAL EXPENSE" BELOW, SEE EXHIBIT #1, PAGE 5 OF 5 FOR WIRING INSTRUCTIONS)
ADDITIONAL EXPENSE:
American Soil Technologies, Inc shall reimburse Crosscheck Capital for all of
its actual out-of-pocket expenses includes but not limited to travel, meals,
telephones, postage and other expenses. Incurred in connection with the
provision of services hereunder. Crosscheck Capital shall not bear any of
American Soil Technologies, Inc's legal, accounting, printing or other expenses
in connection with any transaction considered or consummated hereby. American
Soil Technologies, Inc hereby acknowledges that unless otherwise specifically
stated herein, that neither Crosscheck Capital not its directors, employees or
agents is responsible for any fees or commission payable now or in the future to
any finder or to any other consulting company utilized or retained by American
Soil Technologies, Inc. Upon execution of this agreement, American Soil
Technologies, Inc shall pay Crosscheck Capital $2,500 to be applied towards
Crosscheck Capital Initial Page 2 of 5 American Soil Technologies Initial
reimbursable expenses. Crosscheck Capital's expenses will be billed by
Crosscheck Capital to American Soil Technologies, Inc on a monthly basis and
American Soil Technologies, Inc shall pay such expenses within ten (10) days of
receiving such a xxxx.
CROSSCHECK CAPITAL'S RELATIONSHIP WITH OTHERS:
American Soil Technologies, Inc acknowledges that Crosscheck Capital is in the
business of providing consulting services to others. Nothing contained herein
shall be construed to limit or restrict Crosscheck Capital in conducting such
business with respect to others, or rendering such services to others.
TERMINATION
Either party may terminate this Investor Relations Agreement without cause upon
thirty (30) days prior written notice to the other party. Should American Soil
Technologies, Inc elect to terminate this Investor Relations Agreement, a U.S.
$5000.00 termination fee will apply and be paid to Crosscheck Capital and any
and all previous and paid compensation will be retained by Crosscheck Capital.
SERVICE CHARGE
American Soil Technologies, Inc agrees to pay Crosscheck Capital a service
charge of ten (10) percent per month for all accounts outstanding over five (5)
days from date of invoice. If Crosscheck Capital initiates litigation to enforce
this Investor Relations Agreement, the prevailing party shall be entitled to
reimbursement of reasonable attorney's fees and costs of suit.
WARRANTIES
Everything Crosscheck Capital does on behalf of American Soil Technologies, Inc
will be in accordance with current generally accepted management-consulting
principles and practices, which, of course, are in lieu of any other warranty,
either expressed or implied.
INDEMNITY; LIMITATION OF LIABILITY
Crosscheck Capital will help American Soil Technologies, Inc shape its message
for the financial community, but it cannot be responsible for its contents.
Accordingly, American Soil Technologies, Inc shall indemnify Crosscheck Capital,
any affiliate and each of the members, directors, officers, employees and
shareholders thereof (collectively referred to as the "Indemnified Party") and
hold us harmless against all expenses, losses, damages or liabilities arising
from any claim, action or suit in connection with the matters referred to in
this Investor Relations Agreement; provided however, that the indemnity shall
not apply to the extent that a court of competent jurisdiction in a final
judgment that has become non-appealable shall determine that the Indemnified
Party was grossly negligent or the claims as to which indemnification is sought
directly resulted from the gross negligence or willful misconduct of the
Indemnified Party. In addition, at our rates, it does not pay for Crosscheck
Capital to act as an insurer, so our liability for any and all claims against
Crosscheck Capital under this Investor Relations Agreement is limited to the
amount of U.S. $5000.00.
Crosscheck Capital Initial Page 3 of 5 American Soil Technologies Initial
LIMITATION OF AMERICAN SOIL TECHNOLOGIES, INC LIABILITY:
Notwithstanding anything to the contrary herein set forth, in the event of
material non-performance hereunder by American Soil Technologies, Inc and/or any
termination of this Investor Relations Agreement by Crosscheck Capital by reason
of American Soil Technologies, Inc default or failure to perform hereunder,
American Soil Technologies, Inc shall pay to Crosscheck Capital a fee of U.S.
$10,000.00 and Crosscheck Capital will retain all previous compensation.
MISCELLANEOUS
This Investor Relations Agreement constitutes the entire Investor Relations
Agreement between the parties and supersedes any prior agreements between the
parties. This Investor Relations Agreement may be executed in counterparts.
Notices shall be effective upon receipt and may be given by facsimile. Each
party shall execute and deliver any documents necessary to carry out the intent
of this Investor Relations Agreement. This Investor Relations Agreement may not
be modified, and no provision waived, without the prior written consent of the
party against whom enforcement of the amendment or waiver is sought. No delay in
exercising any right shall constitute a waiver of that right, but time is of the
essence with respect to the covenants contained herein. No party shall be liable
for failures or delays beyond that party's control. This Investor Relations
Agreement shall bind the successors and assigns of the parties hereto. If any
provision of this Investor Relations Agreement shall be determined to be invalid
or unenforceable and if as a result thereof the rights of the parties are
materially altered, then the party unenforceability, to rescind this Investor
Relations Agreement. Nothing contained herein shall be deemed to create a
partnership or an employer/employee relationship. The laws of the State of
Arizona shall govern this Investor Relations Agreement, and any dispute shall be
resolved by arbitration or Superior Court action in Maricopa County. In the
event of any litigation under this Investor Relations Agreement, the prevailing
party shall be entitled to reimbursement of its reasonable attorneys' fees and
the cost of the suit. The prevailing party shall be determined based upon an
assessment of which party's major arguments made or positions taken in the
proceedings fairly could be said to have prevailed over the other party's major
arguments or positions on major disputed issues in the decision.
CROSSCHECK CAPITAL AMERICAN SOIL TECHNOLOGIES, INC
CONSULTANT COMPANY
Signature: Signature:
------------------------ ------------------------
Date: Date:
----------------------------- -----------------------------
Crosscheck Capital Initial Page 4 of 5 American Soil Technologies Initial
EXHIBIT #1
WIRING INSTRUCTIONS:
Crosscheck Capital
00000 X. 000xx Xx. XX. 000
Xxxxxxxxxx, XX 00000-0000
(Routing Number)
ABA NUMBER: 000000000
ACCOUNT NUMBER: 004680446640
(Telex Number)
SWIFT CODE: BOAUS3N
Bank of America
00000 X Xxx Xxxxx Xx
Xxxxxxxxxx, XX 00000
000.000.0000
--------------------------------------------------------------------------------
DTC INSTRUCTIONS:
BROKERAGE FIRM: Scottrade, Inc
0000 X. Xxxxxxxxxx, XX. #000
Xxxxxxxxxx, XX 00000
Contact: Xxxx Xxxxxxxx
480-991-3747
NAME OF ACCOUNT: Xxxx Xxxxxxxx
ACCOUNT NUMBER: 00000000
DTC NUMBER: 0705
PRIVILEGED AND CONFIDENTIAL INFORMATION. THE INFORMATION CONTAINED HEREIN IS FOR
THE EXCLUSIVE USE OF THE NAMED RECIPIENTS. IF YOU ARE NOT THE INTENDED
RECIPIENT, ANY DISCLOSURE OR USE OF THIS INFORMATION IS PROHIBITED.
Crosscheck Capital Initial Page 5 of 5 American Soil Technologies Initial
