AGREEMENT is to be effective as of the 30th day of June, 2005 by and between
Equitilink, LLC, maintaining its principal offices at 0000 Xxxxxxxxx Xxxxxx,
Xxxxx 000, Xx Xxxxx, XX 00000 (hereinafter referred to as "Equitilink") and
Megola, Inc., maintaining its principal offices at 000 Xxxxxxx Xx., Xxx. 000,
Xxxxxxx, XX XXX 0XX (hereinafter referred to as "Client").
W I T N E S E T H:
WHEREAS, Equitilink is engaged in the business of providing and rendering public
relations and communications services and has knowledge, expertise and personnel
to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Equitilink for the purpose of obtaining
public relations and corporate communications services so as to better, more
fully and more effectively deal and communicate with its shareholders 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:
Engagement of Equitilink. Client herewith engages Equitilink and Equitilink
agrees to render to Client public relations, communications, advisory and
consulting services.
A. The consulting services to be provided by Equitilink 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 Equitilink's ability to relate
information regarding Client's activities is directly related to the
information provided by Client to Equitilink.
B. Client acknowledges that Equitilink will devote such time as is reasonably
necessary to perform the services for Client, having due regard for
Equitilink's commitments and obligations to other business for which it
performs consulting services.
Term and Termination. This Agreement shall be for a period of four (4) months
commencing on the effective date hereof. If the Client does not cancel the
contract during the term, the contract will automatically be extended for an
additional three (3) months.
Treatment of Confidential Information. Company 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 Equitilink in connection with Equitilink's services hereunder, provided
such information is plainly and prominently marked in writing by Client as
being confidential (the "Confidential Information"). Equitilink will not be
bound by the foregoing limitation in the event (i) the Confidential
Information is otherwise disseminated and becomes public information or (ii)
Equitilink is required to disclose the Confidential Information pursuant to a
subpoena or other judicial order.
Representation by Equitilink of Other Clients. Client acknowledges and
consents to Equitilink rendering public relations, consulting and/or
communications services to other clients of Equitilink engaged in the same or
similar business as that of Client.
Indemnification by Client as to Information Provided to Equitilink. Client
acknowledges that Equitilink, 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 Equitilink, 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 Equitilink.
Independent Contractor. It is expressly agreed that Equitilink 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
Equitilink 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 that 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.
Compensation. SEE SCHEDULE A1
Notices. Any notice to be given by 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.
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.
Entire Agreement This writing constitutes the entire Agreement between the
parties. This Agreement can only be modified by a written contract signed by
both parties. In the event that any party brings suit to enforce any part of
this Agreement, the prevailing party shall recover attorney fees and legal
costs. This Agreement shall be interpreted according to the laws of the state of
California. By signing below all parties agree they have the authority to bind
their respective companies.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
EQUITILINK, LLC
By: ___________________________ Date: ___________________
Xxxxx X. Xxxxxxx, Managing Director
By: ___________________________ Date: ___________________
Xxxxxx X. Xxxxxxx, Managing Director
MEGOLA, INC.
By: ___________________________ Date: ___________________
Xxxx Xxxxxxx, CEO
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SCHEDULE A-1
PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES
For the services to be rendered and performed by Equitilink during the
term of the Agreement, Client shall, upon acceptance of this Agreement:
Pay to Equitilink two hundred fourty thousand (240,000) restricted/144
shares of MGOA stock for four (4) months of service due upon acceptance of
the Agreement.
EQUITILINK, LLC
By: ___________________________ Date: ___________________
Xxxxx X. Xxxxxxx, Managing Director
By: __________________________ Date: ___________________
Xxxxxx X. Xxxxxxx, Managing Director
MEGOLA, INC.
By: ___________________________ Date: ___________________
Xxxx Xxxxxxx, CEO
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