Exhibit 4.3
EUROPEAN MARKETING CONSULTING AGREEMENT
This Marketing Agreement ("Agreement") is dated for reference this 5th day of
February 2004
BETWEEN: XX. XXXXXX XXXXXXXXXXX of 108-1301, 00 Xxxxxx xx xx Xxxxxxx, Xxxxxx,
0000, Xxxxxxxxxxx ("Consultant")
AND: MERIDIAN CO., LTD., of 0X, Xxxxxxxxxx Xxxx., 000-0, Xxxxxxxxx-xxxx,
Xxxxxx-xx Xxxxx, Xxxxxxxx of Korea ("MERIDIAN")
BACKGROUND FACTS:
A. CONSULTANT has extensive experience in marketing and research in European
territory.
B. MERIDIAN considers it to be in its best interest to engage CONSULTANT to
receive marketing consulting services for its products in Europe on the terms
and subject to the conditions hereinafter set forth.
In consideration of the covenants and Agreements herein contained, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, the Parties hereby agree as follows:
A. SERVICES
CONSULTANT shall be responsible for investigating potential marketing venues and
methods appropriate for Europe and shall research competitor products for the
purpose of establishing a competitive pricing structure and marketing methods.
CONSULTANT also shall be responsible for conducting market research in European
territory and preparing a marketing plan for MERIDIAN.
CONSULTANT during his research shall communicate with representatives from the
Company from time to time during the market development process and shall assist
the Company for as the agents of EU member countries and other European nations
for the Company for all business the Company conducts within the European
territory.
B. CONSIDERATION
2.1 In consideration for the Services, MERIDIAN shall pay CONSULTANT the
minimum monthly retainer of $15,000 US or number of the MERIDIAN's common shares
equivalent to the value of $15,000 US ($0.16 US per share) invoiced in advance
each month.
C. EXPENSES AND COSTS
3.1 Company shall pay all costs and expenses incurred by CONSULTANT, its
directors, officers, employees, and agents, in carrying out its duties and
obligations pursuant to the provisions of this Agreement, excluding CONSULTANT's
general and administrative expenses and costs, but including and not limited to
the following costs and expenses:
a. Travel expenses, including, but not limited to transportation, lodging and
food expenses, when such travel is conducted on behalf of the Company.
(If requested)
b. Seminars, expositions, marketing campaign.
c. Printing and publication costs of brochures and marketing materials.
d. Postage on all packages mailed.
3.2 All expenses and costs shall be paid by cash or number of the MERIDIAN's
common shares equivalent to the total amount.
D. TERM
CONSULTANT will prepare a business plan and present the first draft version to
MARIDIAN within two months from the date first written above.
E. CONFIDENTIALITY
5.1 All reports, documents, concepts and products together with any business
contracts or any business opportunities prepared, produced, developed or
acquired by CONSULTANT, directly or indirectly, in connection with CONSULTANT
performing the Services (collectively, the "Work Product") will belong
exclusively to MERIDIAN which will be entitled to all rights, interest, profits
or benefits in respect thereof.
5.2 No copies, summaries or other reproductions of any Work Product shall be
made by CONSULTANT without the express permission of MERIDIAN, provided that
CONSULTANT is given permission to maintain one copy of the Work Product for its
own use.
5.3 CONSULTANT will not disclose any information, documents or Work Product
which is developed by CONSULTANT or to which CONSULTANT may have access by
virtue of its performance of the Services to any person not expressly authorized
by MERIDIAN for that purpose. CONSULTANT will comply with such directions as
MERIDIAN may make to ensure the safeguarding or confidentiality of all such
information, documents and Work Product.
5.4 CONSULTANT may not disseminate nor distribute to the media, members of the
public, shareholders of MERIDIAN, prospective investors, members of the
investment or brokerage community, securities regulators or any other third
party any of the Work Product or any other written or printed information about
MERIDIAN or its business, without MERIDIAN first reviewing and approving the
Work Product or other information prior to dissemination or distribution.
F. LAW
6.1 This agreement shall be governed by and construed in accordance with the
laws of the Republic of Korea and the parties hereby irrevocably attorn to the
courts of such country.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
/S/ XXXXXX XXXXXXXXXXX FEBRUARY 5TH 2004
______________________________________________ _________________
XXXXXX XXXXXXXXXXX Date
MERIDIAN CO., LTD.,
/S/Xxxxx Xxxxx Myeong FEBRUARY 5TH 2004
By: ______________________________________________ _________________
Xxxxx Xxxxx Xxxxxx, CEO/President Date
