Exhibit 10.24
INVESTOR RELATIONS &
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
This Investor Relation/Financial Public Relations Agreement, made this 15th day
of December 2002 by and between: SLS INTERNATIONAL, INC. ("COMPANY") and
WORLDWIDE FINANCIAL MARKETING, INC. located at 00 Xxxxxxx Xxxxx, Xxxxxxxxx
Xxxxx, Xxxxxxx 00000, engaged in providing investor relations & financial public
relations services (hereinafter referred to as "CONSULTANT").
WITNESSETH THAT:
WHEREAS, the COMPANY requires financial public relations services and
desires to employ CONSULTANT to provide such services as an independent
contractor consultant, and CONSULTANT is agreeable to such employment, and the
parties desire a written document formalizing and defining their relationship
and evidencing the terms of their agreement:
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT. The COMPANY hereby appoints CONSULTANT as its investor
relations/financial public relations counsel and hereby retains and employs
CONSULTANT, on the terms and conditions of this Agreement. CONSULTANT accepts
such appointment and agrees to perform the services upon the terms and
conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on DECEMBER 15TH, 2002 and shall
terminate on DECEMBER 15TH, 2003, prior cancellation shall require a 60 day
written cancellation notice by either party.
3. SERVICES.
(a) CONSULTANT shall act, generally, as a financial public relations
counsel, essentially acting (1) as liaison between the COMPANY and its
shareholders; (2) as advisor to the COMPANY with respect to existing and
potential market makers, broker-dealers, underwriters, and investors as well as
being the liaison between the COMPANY and such persons; and (3) as advisor to
the COMPANY with respect to communications and information (e.g., interviews,
press releases, shareholder reports, etc.) as well as planning, designing,
developing, organizing, writing and distributing such communications and
information with the exception of Due Diligence Packages.
(b) CONSULTANT shall seek to make the COMPANY, its management, its
products, and its financial situation and prospects, known to the financial
press and publications, broker-dealers, mutual funds, institutional investors,
market makers, analysts, investment advisors, and other members of the financial
community as well as the financial media and the public generally.
(c) CONSULTANT, in providing the foregoing services, shall be
responsible for all costs of providing the services, including out-of-pocket
expenses for postage, delivery service (e.g., Airborne Express), but not
preparation of all Due Diligence Packages.
(d) CONSULTANT shall not be required to perform any investment banking
related activities on behalf of COMPANY as a condition of this Agreement. For
the purposes of this Agreement, investment banking activities shall be defined
as being any of the following: The location, negotiation and/or securing of any
public or private debt for COMPANY; the location, negotiation and/or securing of
any public or private equity for COMPANY; the production of any documentation
that is to be utilized for the purposes and activities as relating to the
activities described above; any other activities as may normally be associated
with the practice of investment banking. IT IS HEREBY ACKNOWLEDGED BY THE
COMPANY THAT CONSULTANT IS NOT BEING COMPENSATED OR ENGAGED TO RAISE CAPITAL FOR
THE COMPANY NOR SOLICATION NOR OFFERING FOR SALE THE SECURITIES OF THE COMPANY.
4. LIMITATIONS ON SERVICES. The parties recognize that certain responsibilities
and obligations are imposed by federal and state securities laws and by the
applicable rules and regulations of stock exchanges, the National Association of
Securities Dealers, in-house "due diligence" or "compliance" departments of
brokerage houses, etc. Accordingly CONSULTANT agrees:
(a) CONSULTANT shall NOT release any financial or other information or
data about the COMPANY without the consent and approval of the COMPANY,
signatures on press release; are necessary by COMPANY counsel.
(b) CONSULTANT shall NOT conduct any meetings with financial analysts
without informing the COMPANY in advance of the proposed meeting and the format
or agenda of such meeting and the COMPANY may elect to have a representative of
the COMPANY attend at such meeting.
(c) CONSULTANT shall NOT release any information or data about the
COMPANY to any selected or limited person(s), entity, or group if CONSULTANT is
aware that such information or data has not been generally released or
promulgated.
(d) After notice by the COMPANY of filing for a proposed public
offering of securities of the COMPANY, and during any period of restriction on
publicity, CONSULTANT shall not engage in any public efforts not in the normal
course without approval of counsel for the COMPANY and of counsel for the
underwriter(s), if any.
(e) CONSULTANT shall comply with and make all necessary disclosure as
required under the federal securities laws, including but not limited to,
sections 17(a) and 17(b) of the Securities Act of 1933 and Section 10(b) of the
Securities Exchange Act of 1934.
5. DUTIES OF COMPANY
(a) COMPANY shall supply CONSULTANT, on a regular and timely basis with
all approved data and information about the COMPANY, its management, its
products, and its operations and COMPANY shall be responsible for advising
CONSULTANT of any facts which would effect the accuracy of any prior data and
information previously supplied to CONSULTANT so that CONSULTANT may take
corrective action.
(b) COMPANY shall promptly supply CONSULTANT; with full and complete
copies of all filings with all federal and state securities agencies; with full
and complete copies of all shareholder reports and communications whether or not
prepared with CONSULTANT'S assistance; with all data and information supplied to
any analyst, broker-dealer, market maker, or other members of the financial
community; and with all product/services brochures, sales materials or
accessible through XXXXX.
(c) COMPANY shall promptly notify CONSULTANT of the filing of any
registration statement or the sale of securities and of any other event which
triggers any restrictions on publicity.
(d) COMPANY shall contemporaneously notify CONSULTANT if any
information or data being supplied to CONSULTANT has not been generally released
or promulgated.
6. REPRESENTATION AND INDEMNIFICATION.
(a) The COMPANY shall be deemed to make a continuing representation of
the accuracy of any and all material facts, material, information and data which
it supplies to CONSULTANT and the COMPANY acknowledges its awareness that
CONSULTANT will rely on such representation in disseminating such information
and otherwise performing its public relations functions.
(b) CONSULTANT, in the absence of notice in writing from COMPANY, will
rely on the continuing accuracy of material, information, and data supplied by
the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from, any claims, demands, suits, loss, damages, etc.,
arising out of CONSULTANT'S refinance upon the accuracy and continuing accuracy
of such facts, material, information, and data, unless CONSULTANT has been
negligent in fulfilling the duties and obligations hereunder.
7. COMPENSATION.
CONSULTANT, in providing the foregoing services shall be responsible
for all costs incurred except the COMPANY will be responsible for the mailing of
investor packages. Compensation for above services shall be 300,000 restricted
shares due upon signing of agreement.
(a) For all special services, not within the scope of this Agreement,
COMPANY shall pay CONSULTANT such fee as, and when, the parties shall determine
in advance of performance of the special services provided that COMPANY has
agreed to the special services.
(b) CONSULTANT represents that he is acquiring these shares for
investment purposes only, and not with a view towards resale or distribution.
CONSULTANT further represents that he is not acting as an underwriter with
respect to the shares acquired under the terms of this Agreement.
8. ATTORNEY FEES. Should either party default in the terms or conditions of this
Agreement and suit be filed in the State of Florida, as a result of such
default, the prevailing party shall be entitled to recover all costs incurred as
a result of such default including all costs and reasonable attorney fees,
expenses and court costs through trial and appeal.
9. WAIVER OF BREACH. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by the other party.
10. ASSIGNMENT. The rights and obligations of the parties under this Agreement
shall inure to the benefit of, and shall be binding upon, the successors and
assigns of the parties.
11. NOTICES. Any notice required or permitted under this Agreement shall be
sufficient if in writing, and if sent by certified mail, return receipt
requested, to the principal office of the party being notified.
12. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement shall be governed for all purposes by the
laws of the State of Florida. If any provision of this Agreement is declared
void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.
WORLDWIDE FINANCIAL MARKETING, INC.
By: /s/ Xxxxx X. Xxxxxx Date: 12/15/02
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Xxxxx X. Xxxxxx - CEO
SLS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxx Date: 12/15/02
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Xxxx Xxxx - President
