EXHIBIT 10.7
FORM OF
NON EXCLUSIVE - CONTRACT OF ENGAGEMENT
This is an Engagement Agreement (Agreement) by and between Bradford
Capital, Inc. (Bradford) a Florida Corporation and Turbine Truck Engines Inc,
("TTEI") with principal offices at 0000 Xxxxxxxxxx Xxxx, Xxxxx 0, Xxxxxx, XX
00000. Bradford and TTEI in consideration of the mutual agreements set forth
below (the mutuality, adequacy and sufficiency of which are hereby acknowledged)
hereby agree as follows:
1. Retention of Bradford as Advisor. TTEI on behalf of itself, its
affiliates, subsidiaries and/or assigns hereby engages Bradford and
Bradford hereby agrees to provide general advisory services to TTEI
for the purpose of strategic planning and M&A for TTEI. Neither TTEI
nor Bradford, shall make any commitment, representation, or warranty
of any kind whatsoever on behalf of the other, nor shall either party
have any rights or authority to sign for, bind, or commit the other to
any obligation or undertaking in connection with any transaction
contemplated herein.
2. Services and compensation. TTEI agrees to the following fee
schedule to be paid at closing of a transaction described herein:
(1) $ 15,000 flat fee paid immediately upon execution of
said Agreement.
(A) Six percent (6%) of all equities raised by Bradford
(B) One and three quarters percent (1.75%) of all debt
raised or restructured by Bradford.
(C) For all Merger and Acquisitions Bradford shall
receive 6% of the enterprise value of the first
$25,000,000, 5% of the next $25,000,000, 4% of the
next $50,000,000 and 3.5% of the remaining
enterprise value.
(D) Bradford shall receive 5,000 three-year warrants per
million for all transactions stated above at 115% of
the closing bid price on the day of the letter of
intent (with the understanding that no public
announcement is made prior to the acceptance of the
letter of intent).
(E) Bradford shall receive 4,000 five-year warrants per
million for all transactions stated above at 125% of
the closing bid price on the day of the letter of
intent (with the understanding that no public
announcement is made prior to the acceptance of the
letter of intent). Warrants earned while TTEI is
private will be considered earned and paid to
Bradford in the event that goes public.
(F) If Bradford is not able to obtain an Engagement
Letter from any of the below companies, Bradford
will refund the retainer set forth above, minus
reasonable expenses, such expenses will not exceed
$2,500.
(G) For five years from the date of this contract,
should TTEI obtain equity or restructured debt or
M&A through sources that have not been
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originated through Bradford Capital, Inc., TTEI
agrees that Bradford Capital, Inc, shall be entitled
to a fee of one-half of one percent (0.5%) of the
total value of any transaction closed by TTEI with
any such third party. This paragraph shall not
interfere with any future underwriters rights for
fees as a result of any secondary offering.
Except as set forth in 2(E), 2(F) and 2(G), Bradford shall not be entitled to
any fees or compensation unless and until a transaction set forth above is
actually closed and TTEI receives the benefits of such transaction.
3. Non-Contravention.
(A) TTEI acknowledges Bradford will introduce TTEI to certain parties
and their affiliates. Bradford will notify TTEI writing of the names
of parties. These parties may Include: Platinum Advisory Services,
Inc, International Technologies and Finance. Once named, this
paragraph shall apply to all affiliates of said parties. TTEI agrees
not to engage in, or enter into a contract to engage in, any
transaction with such parties for any purpose for a period of two (2)
years from the date of National execution of this contract. In the
event of circumvention of this prohibition by TTEI or its successor,
TTEI or its successor shall be required to pay Bradford the same
compensation with respect to such other transaction as is set forth in
Section 2 of this contract, regardless of when such transaction
closes. The terms of this paragraph shall remain in effect for a
period of two (2) years from the date of termination of this contract.
(B) TTEI agrees that Bradford or its representative shall be provided
with copies of all written correspondence and shall be advised of any
and all communications concerning any transaction between TTEI and the
investor(s), affiliates, associates, or representatives, as referred
to herein or any addendum hereto.
4. Trade Secrets: Confidential Information. The parties agree that:
(A) all of the trade secrets of each party (which include, but are not
limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, or a list of
actual or potential customers or services, whether currently existing
or otherwise developed during the term of this contract, that derives
economic value, actual or potential, from not being readily
ascertainable by proper means by other persons who can obtain economic
value from its disclosure or use and is the subject of efforts which
are reasonable under the circumstances to maintain secrecy) and any
other information or materials that is a trade secret.
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(B) all of the confidential information of each party (which includes
any data or information of each party other than trade secrets,
whether currently existing or otherwise developed or acquired by a
party during the term of this contract, which is competitively
sensitive and not generally known to the public); that a party has
been provided by, or will be provided by, another party or that has
been obtained, or will be obtained, by a party in connection with this
contract (such trade secrets and confidential information being
referred to collectively as the Information) is proprietary
Information of the disclosing party, and the recipient party
acknowledges and agrees that it has, and will acquire, no right, title
or interest in such Information.
(C) the receiving party of any trade secrets) or confidential
information agrees to hold such information in confidence and shall
not disclose such information to any third party without the written
consent of the disclosing party. Additionally, the receiving party
agrees that it shall only divulge such trade secret(s) or confidential
Information to employees of receiving party on an absolute need to
know basis, and solely if needed to carry cut the terms and intent of
this contract. The receiving parry further agrees that it shall treat
such information as confidential; that a fiduciary and confidential
relationship is hereby established, arid that the disclosing party
shall use the same degree of care to safeguard the confidentiality of
the confidential information provided as it would exercise to
safeguard its own confidential information.
5. Term. This contract is terminable at any time upon sixty (60) days prior
written notice by the other party, subject to the non-circumvention
covenants contained in Section 3 and the continuing obligation to pay
the compensation in Section 2. Termination of this contract does not
release TTEI from the requirement of payment for consulting services
upon closing of funding, merger or completion of an acquisition on
behalf of TTEI that would have been due Bradford but for such
termination. Closing means and single or series of closings of a
transaction, regardless of when same occurs.
6. Miscellaneous.
a. Notices. Each notice under this contract shall be in writing and
given either in person or by facsimile with send confirmation,
overnight delivery service or certified U. S. mail, return receipt
requested, postage and any other costs prepaid, to the fax or address
of the party set forth below its signature to this contract or to such
other fax or address as a party may furnish to the other as provided
in this sentence; and if such notice is given pursuant to the
foregoing of a permitted successor or assign, then such notice shall
thereafter be given pursuant to the
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foregoing also to such permitted successor or assign.
b. Assignment. Successors in Interest. No assignment, transfer or
delegation of any rights or obligations under this contract by a party
shall be made without the prior written consent of the other party.
This contract is binding upon the parties and their respective
successors and assigns, and inures to the benefit of the parties and
their permitted successors and assigns. References to a party are also
references to any permitted successor or assign of such party.
c. Certain Definitions. Whenever the context requires, the singular
includes the plural, the plural includes the singular, and the gender
of any pronoun includes the other genders. Titles and captions of or
in this contract are inserted only as a matter of convenience and for
reference and in no way affect the scope of this contract or the
intent of its provisions. The parties agree (i) that this contract
includes any amendments or other modifications and supplements, and
all exhibits, schedules and any other attachments to it; (ii) that
parties to this contract and variations of that phrase include all
persons who have executed and delivered this contract and, in the
event of a permitted successor or assign of a person who has executed
this contract, such permitted successor or assign; and (iii) that
including and other words or phrases of inclusion, if any, shall not
be construed as terms of limitation, so that references to included
matters shall be regarded as non-exclusive, non-characterizing
illustrations.
d. Severability. Any determination by any court of competent
jurisdiction that any portion of this contract is invalid shall not
affect the validity of any other provisions of this contract, which
other provisions shall remain in full force and effect, and which
shall be construed under applicable law.
e. Integration, Amendment and Waiver. This contract (i) constitutes
the entire agreement of the parties with respect to its subject
matter, (ii) supersedes all prior contracts, if any, of the parties
with respect to its subject matter; and (iii) may not be amended
except in writing signed by the party against whom the change is being
asserted. The failure of any party at any time to require such
performance of any provision of this contract shall in no manner
affect the right to enforce the same; and no waiver by any party of
any provision (or breach of any provision) of this contract, whether
by conduct or otherwise, in any one or more instances, shall be deemed
or construed either as a further or continuing waiver of any such
provision or breach or as a waiver of any other provision (or a breach
of any other provision) of this contract.
f. Securities Laws. In any transaction contemplated by this contract,
all applicable Securities Laws shall be complied with.
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g. Controlling Law and Venue. This contract is governed by, and shall
be construed and enforced in accordance with the laws of the State of
Florida. Venue of any action arising from or relating to this contract
shall be in the . State or Federal Courts located in
Miami-Dade.County;, Florida, and the parties hereto submit to the full
jurisdiction of such Court(s) for all purposes.
h. Review by counsel. Each party represents that they have had the
opportunity to have this contract reviewed by their respective counsel
and agree that regardless of which party drafted any provision of this
contract, neither party shall seek to have any provision of this
contract interpreted against the party solely because they drafted
same.
i. Counterparts. This contract may be executed in two or more
counterparts, and all such counterparts taken together shall be deemed
to constitute one and the same contract. The undersigned represent
that they have full power and authority to enter into this contract on
behalf of their respective entities.
Turbine Truck Engines, Inc
0000 Xxxxxxxxxx Xxxx, Xxxxx 0
Xxxxxx, XX 00000
/s/ Xxxxxxx Xxxxx Date: Aug. 30, 2001
Xxxxxxx Xxxxx
Chairman and CEO
Bradford Capital, Inc.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: 000-000-0000
/s/ Xxxx X. Xxxxx Date: Aug. 30, 2001
Xxxx X Xxxxx
President
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