WEB SITE DEVELOPMENT
AND
CORPORATE AWARENESS SERVICES AGREEMENT
THIS WEB SITE DEVELOPMENT AND INVESTOR RELATIONS SERVICES AGREEMENT (the
"Agreement") is entered as of June 1st, 2000, by and between Corporate
Identities, Inc., a California corporation ("CII"), and Xxxxxxxxxx.xxx Inc a
Nevada Corporation ("PGPG").
RECITALS
A. CII is in the business of providing online marketing services for publicly
traded companies. CII's services range from traditional marketing programs,
custom database systems management, e-marketing services, and corporate due
diligence web sites.
B. Xxxxxxxxxx.xxx Inc desires to contract with CII for Corporate Awareness
services outlined in the one (1) Year Investor Relations Solution Package
attached as Exhibit "A", as well as the design, development and installation of
a corporate due diligence web site for PGPG.
C. This Agreement sets forth the terms and conditions applicable to the range of
services to be provided by each party and each party's obligations to the other.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants herein contained and for
other valuable consideration, the parties agree as follows:
1.0 CONSIDERATION. PGPG shall pay $135,000.00 US as compensation to CII for its
services in designing, developing and installing the PGPG Web Site and data
base, for the transfer and assignment of CII's interest in the PGPG Web Site to
PGPG, and the services provided by CII as outlined in the one (1) Year Investor
Relations Solution Package attached as Exhibit "A".
1.2. Initial Payment. Payment in the sum of $40,000.00 US is required before CII
will begin work on the PGPG Web Site and the services provided by CII outlined
in sections "1 through 13" of the one (1) Year Investor Relations Solution
Package attached as Exhibit "A".
This contract shall serve as an invoice for all payments.
Payment can be made by check via overnight delivery with tracking number, or
Incoming wire transfers to:
Bank Name: City Bank of New York ABA # 000000000
For the Benefit of Xxxx Xxxxxx Xxxxxxxx: Beneficiary #: 40611172
For further Benefit to: Account#:000-000000-000 Name: Corporate Identities Inc.
1.2.1 Terms for Additional Payments. PGPG shall cause to be paid to CII the
remaining balance of $95,000.00 US through the issuance of 35,000 shares (the
"shares) registered in the name of Corporate Identities, Inc. The certificate
for the shares shall bear the following restrictive legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be sold, transferred, pledged, hypothecated, or
otherwise disposed of in the absence of (i) an effective
registration statement for such securities under such act or
(ii) an opinion of company counsel that registration is not
required.
The certificate for the Shares shall be issued and registered in the name of CII
within 10 days of the execution and delivery of this agreement. Physical
delivery of the certificate to CII shall be no later than June 1st 2000.
2.0 DESIGN, DEVELOPMENT AND INSTALLATION OF PGPG WEB SITE.
2.1 Initial Meetings. Representatives of CII and PGPG shall meet to
understand PGPG's business and marketing objectives with respect to the PGPG Web
Site, and to develop a proof of the PGPG Web Site within thirty (30) days of
PGPG's execution of this Agreement. PGPG shall perform all acts necessary to
enable CII to deliver the PGPG Web Site on time. In the event that PGPG does not
respond in a timely manner, CII reserves the right to terminate this Agreement
and refund any consideration paid by PGPG in excess of the value of services
rendered.
2.2 Information Delivery Format. PGPG will provide information for the
PGPG Web Site to CII via text files in Microsoft Word rich text format or in
such other format as mutually agreed upon, and graphic images will be provided
in Graphics Interchange Format ("GIF") or in JPEG format. All such digital data
shall be delivered electronically in accordance with CII's data transmission
procedures in effect from time to time.
2.3 Design and Development of the PGPG Web Site. Representatives of CII
and PGPG will keep in regular contact with each other during the design and
development process in order to ensure that the PGPG Web Site accurately
represents the corporate profile of PGPG. Once the proof of the PGPG Web Site is
submitted to PGPG for acceptance, PGPG shall have one opportunity to call for a
re-design of the PGPG Web Site without cost to PGPG within five days of the
submittal of the proof of the PGPG Web Site. After the five days, additional
requests for re-design by PGPG to CII will be billed to PGPG at a rate of $65.00
an hour for labor.
2.4 Editing. CII may edit, reformat, crop, compress or otherwise modify
PGPG image data in order to reduce file sizes as necessary to speed data
transmission to the PGPG Web Site visitor.
2.5 Testing Proof of Web Site. As soon as possible after CII develops
the proof of the PGPG Web Site, the PGPG Web Site will be made available for
testing. PGPG, together with CII, shall examine and test the functionality of
the PGPG Web Site. Once CII is notified by PGPG that the proof PGPG Web Site is
functional, the PGPG Web Site will be promptly brought up as the live PGPG Web
Site on the Internet.
2.6 Installation of the PGPG Web Site and Transfer of Rights. Once the
PGPG Web Site has been completed by CII, CII shall install the PGPG Web Site on
the Host Web Server agreed upon by PGPG. Upon installation PGPG will become the
owner of all of CII's interest in the PGPG Web Site. PGPG understands that CII
is not responsible for PGPG's Web Server that will likely go offline from time
to time for maintenance, and that Web Servers are subject to service disruptions
by power, telecommunications and equipment providers. CII will maintain the PGPG
Web Site database on its own server and will "not" solicit PGPG Web Site
visitors for the duration of this Agreement.
2.7 Maintain Underlying Code. CII will maintain the Code and ongoing
technical functionality of the PGPG Web Site and database.
2.7.1 CII will correct any malfunctions that develop or are
discovered in the Code underlying the PGPG Web Site that prevent the PGPG Web
Site from providing PGPG information to the Web Site visitor.
2.7.2 CII will update and improve the code underlying the PGPG
Web Site and database from time to time to improve performance and take
advantage of new technical functionality that becomes available.
2.8 Updated Content. Content on the PGPG Web Site will be updated by
CII at the request of PGPG, limited to four (4) hours of labor devoted to
updating the PGPG Web Site per month. In the event that labor to update the PGPG
Web Site exceeds four (4) hours a month, then the additional time for labor will
be billed by CII to PGPG at the rate of $65.00 per hour.
3.0 OWNERSHIP OF COPYRIGHTS AND MATERIALS.
3.1 Ownership of Copyrights. The PGPG Web Site developed by CII under
this Agreement may contain copyrighted materials provided by PGPG or licensed
from one or more third parties in addition to original materials developed by
CII. It may also contain PGPG or third party materials that have been modified
by CII. As a result, the copyrights and derivative copyrights in the Code used
to develop the Web Pages and the PGPG Web Site may belong to a combination of
CII, PGPG, and/or other third parties.
3.1.1 CII assumes the responsibility for obtaining any third
party copyright licenses that may be required to use the materials that CII
employs in the PGPG Web Site unless those materials are specified or supplied by
PGPG. When CII obtains a license to use copyrighted material on the PGPG Web
Site, CII will inform PGPG in writing that such material is licensed from third
parties and of the terms and scope of the license. PGPG shall abide by the terms
of any such third party license, and shall not knowingly allow the use of the
licensed materials beyond the scope of the license obtained by CII without first
obtaining any required supplemental licenses from the copyright owners.
3.1.2 PGPG assumes the responsibility for obtaining any
copyright authorizations that may be required to use the materials specified or
supplied by PGPG to CII for inclusion in the PGPG Web Site.
3.2 CII's Original Contributions. Except as provided in Section 3.1,
the copyrights in CII's original contributions to the PGPG Web Site, the code,
or any other copyrightable material developed by CII (the "Deliverables"),
excluding therefrom any materials in which PGPG has copyrights, trademarks, or
other intellectual property rights, shall belong to CII from the moment the
materials are created, and PGPG shall have no right to copy, use or display
those materials except as provided in this Agreement. The copyrights in any
materials that were not developed by CII shall remain with the copyright owner
of them.
3.3 Transfer of Rights to PGPG. Except as provided in this section, CII
shall assign and transfer all of its right, title and interests in the PGPG Web
Site to PGPG, including any copyrights it owns in the Deliverables and the PGPG
Web Site. This assignment shall not include (i) any copyrights that belong to a
third party, but will include all of CII's interest in the derivative copyrights
of any preexisting materials owned by a third party that CII modifies or
transforms for use in connection with the PGPG Web Site, unless those rights are
required to be assigned to the third party licensor under the terms of the
license to the underlying work, (ii) any copyrights, trademarks or other
intellectual property rights that were developed by CII prior to the date of
this Agreement and which are owned by CII, (iii) any proprietary technology
developed by CII on or after the date of this Agreement which is used in
connection with PGPG Web Site but is not unique to the PGPG Web Site or the
Deliverables, and (iv) any copyrights, trademarks or other intellectual property
rights that are developed using the collaborative efforts of PGPG and CII and
are jointly owned by PGPG and CII (collectively, the "Nonassigned Rights").
Within thirty (30) days of full payment of consideration by PGPG, with respect
to the Nonassigned Rights described in items (i), (ii) and (iii) above, CII will
grant to PGPG a non-exclusive royalty-free license in perpetuity to use the
Nonassigned Rights in connection with the PGPG Web Site. With respect to the
Nonassigned Rights described in item (iv) above, each of PGPG and CII shall have
the non-exclusive right to use such jointly owned Nonassigned Rights.
3.3.1 Within thirty (30) days after the receipt of full
payment of consideration by PGPG, CII will execute a formal written assignment
to PGPG of all of CII's right, title and interests in the PGPG Web Site,
including any copyrights in the Deliverables and the PGPG Web Site.
3.4 PGPG's Copyrights. PGPG's copyrights, trademarks or other
intellectual property rights in Content provided by PGPG, or any other material
developed by PGPG, shall belong to PGPG and CII shall have no right to copy, use
or display such Content or materials except for the purpose of developing and
maintaining the PGPG Web Site and promoting PGPG investor relations.
4.0 DISCLAIMER OF WARRANTIES AND LIABILITY.
CII expressly disclaims any and all warranties of any kind, whether
express or implied, including, but not limited to any warranties as to the
availability, accuracy, completeness, currentness or reliability of the content
available on the PGPG Web Site, any warranties that the service will be
uninterrupted, timely, secure, or error free, or that software defects will be
corrected. PGPG expressly understands, acknowledges and agrees that CII provides
no warranty whatsoever concerning the compliance with or suitability of any
information contained or referenced in the PGPG Web Site with applicable State
of Federal securities laws. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE SHALL APPLY. This is a commercial and not personal or family
transaction.
5.0 INDEMNIFICATION AND INSURANCE.
PGPG shall indemnify and hold harmless CII, its officers, directors,
owners, agents and employees from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of the use of the
PGPG Web Site. PGPG shall insure CII at PGPG's sole expense against any and all
claims by third parties arising out of the Web Site services provided by CII
under this Agreement. PGPG will name CII as an additional insured on its general
liability policy (minimum coverage limits of $1,000,000 or greater) for this
purpose and provide CII with a copy of the additional insured endorsement before
the Delivery Date.
6.0 REVIEW BY COUNSEL.
CII advises PGPG to consult legal counsel to review the terms of this
Agreement and confirm the legality of the content on the PGPG Web Site. PGPG
acknowledges that it has obtained advice of counsel, or will seek the advice of
counsel to review the terms of this Agreement before its execution and review
the content of the PGPG Web Site and verify compliance with applicable
securities laws on PGPG's behalf after delivery of the PGPG Web Site.
7.0 REMOVAL OF DISPUTED MATERIAL.
7.1 Forwarding of Complaints. In the event that CII receives a written
complaint alleging that any aspect of the PGPG Web Site or information
distributed through the PGPG Web Site is injurious to another, infringes or
otherwise violates any third parties' right, or any law or regulation, CII will
promptly forward a copy of the complaint to PGPG. If PGPG receives such a
complaint, it will promptly forward a copy of the complaint to CII.
7.2 Rights to Remove Disputed Material. Either PGPG or CII shall have
the right to remove, or require CII to remove, any disputed material from the
PGPG Web Site, or cease selling or distributing any products, advertising or
information through the PGPG Web Site pending the resolution of any dispute over
the Content of the PGPG Web Site or the PGPG Web Products or information. The
removal may take place at any time after the party initiating the removal has
received or given notice of a written complaint. The party initiating the
removal of disputed material, products, advertising or information shall
promptly notify the other party of its action. Neither party shall have any
liability to the other for the removal of any material from the PGPG Web Site
under the provisions of this Section 8.2. In the event that CII shall desire to
exercise its right to remove disputed material from the PGPG Web Site, CII shall
first notify PGPG in writing that it desires to remove disputed material from
the PGPG Web Site, which notice shall describe the disputed material and specify
the reasons for such proposed removal. If, within ten (10) days after receipt of
such notice, PGPG notifies CII in writing that it has determined that such
disputed material should not be removed, and agrees to indemnify CII against any
liability arising from such determination, CII shall not remove the disputed
material.
8. TERM AND TERMINATION.
8.1 Term. This Agreement shall begin and become effective from the date
of its execution by PGPG and shall continue for an initial term of six (6)
months.
8.2 Termination Upon Material Breach. Notwithstanding the normal term
of this Agreement set forth in Section 8.1, either party shall have the right to
terminate this Agreement if the other party defaults in any of its material
obligations under this Agreement, unless within thirty (30) days after written
notice of such default the other party remedies the default.
8.3 Liability Limitations. Neither party to this Agreement shall be
liable by reason of the termination of this Agreement to the other for
compensation, reimbursement or damages on account of any loss of prospective
profits on anticipated sales or on account of expenditures, investments, leases
or other commitments relating to the business or goodwill of either party,
notwithstanding any law to the contrary.
9.0 CONFIDENTIALITY.
9.1 PGPG Confidential Information. This Agreement, any confidential
PGPG business information provided to CII in writing that is clearly marked
confidential at the time of disclosure, and the pricing, terms and conditions
under which CII is willing to provide its services under this Agreement, shall
be kept confidential for a period of two (2) years following the termination of
this Agreement.
9.2 Visitor Data. During the course of its performance under this
Agreement, CII will host the PGPG Web Site database, collect data and
information about visitors visiting the PGPG Web Site, and shall provide such
data and information to PGPG, and make such data and information accessible to
PGPG on a current basis. The privacy of individual visitors will be maintained
in accordance with the privacy policies set forth on the PGPG Web Site.
9.3 Exclusions. Confidential information shall not include any
information which is already known to the recipient at the time of disclosure
through lawful channels of communication; or is or becomes publicly known
through no wrongful act of the recipient; or is rightfully received from a third
party without a similar restriction and without breach of this Agreement; or is
independently developed by the recipient without breach of this Agreement; or is
furnished to a third party by the disclosing party without a similar restriction
on the third parties' rights; or is approved for release by written
authorization of the disclosing party.
10.0 GENERAL CONDITIONS.
10.1 Relationship of the Parties. No party hereto is an agent or
representative of the other, and no party shall be liable for or bound by any
representation, act or omission whatsoever of the other party. This Agreement
shall in no way constitute a partnership or joint venture between the parties.
This Agreement is not for the benefit of any third party.
10.2 Force Majeure. Nonperformance of either party shall be excused to
the extent that performance is rendered impossible by strike, fire, flood,
governmental acts or orders or restrictions, failure of suppliers or
contractors, or any other reason where failure to perform is beyond the control
and not caused by the negligence of the non-performing party.
10.3 Marketing Discretion. CII shall be free to exercise its own
discretion as to the time, place and manner of its actual marketing activities
related to this Agreement. PGPG acknowledges that CII relies on third party
services to provide several of the services to be rendered under this Agreement.
The availability and quality of these third party services is subject to change
from time to time for reasons outside the control of CII. Therefore, CII
reserves the right to change third party service providers when it is deemed by
CII to be in the best interest of PGPG to effectively implement its program.
10.4 Notices. All notices, demands, requests, consents, statements,
satisfactions, waivers, designations, refusals, confirmations, denials and other
communications that may be required or otherwise provided for or contemplated
hereunder shall be in writing and shall be deemed to be properly given and
received (i) upon delivery, if delivered in person or by facsimile transmission
with receipt acknowledged, (ii) one (1) business day after having been deposited
for overnight delivery with Federal Express or another comparable overnight
courier service, or (iii) three (3) business days after having been deposited in
any post office or mail depository regularly maintained by the U.S. Postal
Service or the official governmental postal service in the Territory, as the
case may be, and sent by registered or certified mail (or its equivalent in the
Territory), postage prepaid, addressed as follows:
If to PGPG: If to CII:
Xxxxxxxxxx.xxx Inc. Corporate Identities, Inc.
0000 Xxxx 0xx Xxxxxx, Xxxxx 000 7041 Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx X. X'Xxxxx Attention: Xxxxxx X. Xxxxx
Fax: 000-000-0000 Fax: 000-000-0000
Tel: 000-000-0000 Tel: 000-000-0000
or to such other person or persons at such address or addresses as may be
designated by written notice to the other parties hereunder.
11.5 Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
11.6 Binding Effect Benefits. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, successors
and assigns; provided, however, that nothing in this Agreement shall be
construed to confer any rights, remedies, obligations or liabilities on any
person other than the parties hereto or their respective heirs, successors and
assigns.
11.7 Title and Captions. Section headings are for convenience only and
shall not be considered in the interpretation of this Agreement.
11.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same document. The parties additionally
acknowledge and agree that this Agreement may be executed and delivered by
facsimile. At such time as each of the parties has a facsimile copy of this
Agreement, and/or counterparts thereof, containing the signatures of all of the
parties, this Agreement shall be treated as having been fully executed and
delivered for all purposes.
11.9 Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter herein and
merges all prior discussions between them. No modification of or amendment to
this Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing and signed by both parties to this Agreement.
11.10 Governing Law. This Agreement shall in all respects be
interpreted, construed in accordance with, and governed by the internal laws of
the State of California, without regard to the rules of conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CORPORATE IDENTITIES, INC. XXXXXXXXXX.XXX INC
a California Corporation a Nevada Corporation
By: ----------------------------- By: ------------------------
Xxxxxx X. Xxxxx Xxxx X. Xxxxx
Chief Executive Officer Chief Executive Officer
By: ----------------------------- By: ------------------------
Xxx X. Xxxxxxx Xxx X. X'Xxxxx
Chief Financial Officer Vice President
EXHIBIT "A"
One (1) Year Corporate Marketing Package
1.) CDDW Consulting CII will act as a consultant in the creation of a Corporate
Due Diligence Web Site (an Online Corporate Awareness Brochure) which includes
all of the company's pertinent financial information in one location, geared for
the prospective investor, current shareholder, and the investment community as a
whole.
2.) Online Marketing Our comprehensive Internet marketing campaign ensures you
of the online presence your company needs. In order to successfully market our
clients we run ongoing campaigns, just as you would for your products or
services. CII Technologies uses several different components to successfully
achieve our clients' marketing goals. These components include an announcement
of your Web site with Internet search engines, directories and newsgroups,
reciprocal link exchanges, press release updates on your CDDW, strategic linking
with other Web sites, on-site events, web site launch announcement in selected
stock clubs, electronic newsletters, tracking and reporting, and help with
integrating your traditional marketing. Note that not all components will apply
to every client, and emphasis on each component may vary according to the
client's needs.
3.) Information/Database Management It is the purpose of every Web site to keep
in touch with its visitors. By adding Envoy Mail to your existing Web site, your
visitors will be able to easily join your growing database of shareholders and
interested investors. Your database of members is securely stored on our server.
You can then use the Envoy Mail Web-based administration tool to view, sort and
communicate by sending personalized e-mail to all members or selected groups in
your database. As a CII client our Customer Service department will configure
your Envoy Mail database to respond immediately to these requests. In addition,
Envoy Mail's ability to set user definitions allows you the client, freedom to
assign limited database access to affiliations with which you have a working
relationship, without compromising the security of your growing database.
4.) Customer Service/Web Site Maintenance As a CII client you will receive
proactive customer service support and Web site consulting for the duration of
your contract. Our highly trained customer service staff is available five days
a week and in most cases will attempt to react on requests live, allowing you to
review and approve changes as they occur.
5.) Referral Program Corporate Identities uses a proprietary technology to
identify, and channel interested investors and financial service professionals
to your web site using an opt-in format. These respondents are proven and
interested investors seeking timely information on your company.
6.) OTC Digest Newsletter Investment newsletters occupy a unique and valuable
niche in the financial advisory industry. They often come from small operations
centered on one individual: their editor-advisor. Their primary distinguishing
characteristic is agility in responding to market trends. As a CII client your
company will be featured in the OTC Digest weekly online newsletter (owned and
operated by CII Technologies located on the web at xxx.xxxxxxxxx.xxx). OTC
Digest is committed to featuring and profiling our clients to an ever-growing
database of investors from around the world who are specifically looking for
undervalued and undiscovered Bulletin Board and NASDAQ mid- and micro-cap
stocks. OTC Digest maintains an Investor database in excess of 10,000 members.
7.) Investor Broadcast Network/Conference Calls As the leading broadcaster of
corporate communications on the Internet, investors from all over the globe rely
on the VCall (xxx.xxxxx.xxx) web site for their daily financial research and
analysis. VCall's web site is used by more than a quarter million analysts,
brokers, shareholders, and investors to hear real-time, unique, and compelling
financial communications direct from company officials, and leading financial
analysts through web broadcasting technologies. Your company provides the
message. Investor Broadcast Network provides the audience and the impact. As a
CII Client you will receive three (3) VCall broadcasts which are archived for 3
months, and may be used for any of the following: CEO/CFO Interviews, Press
Releases, New Corporate Announcements, Earnings Releases, or Mergers and
Acquisitions.
8.) Hi-Growth Journal The Hi-Growth Journal newsletter is a reliable resource
for information on small-cap stocks found on the OTC Bulletin Board. A database
of over 40,000 private investors and 35,000 stockbrokers receive the newsletter,
which is also posted on its own Web site, xxx.xxxxxxxx.xxx. Hi-Growth Journal
will feature a profile of your company to over 75,000 investors and stockbrokers
who look for opportunities in the small-cap markets.
9.) Investor's Business Daily Corporate Profile Founded in 1984, Investor's
Business Daily (xxx.xxxxxxxx.xxx) is now America's fastest growing newspaper,
and currently boasts a daily readership of over 800,000. Investor's Business
Daily is unsurpassed in highlighting potential winning stocks before they
attract widespread attention. As a client, your company will be listed in
Investor's Business Daily's Investor's News Wire - Corporation News section for
one week on two separate occasions per year.
10.) Two Million Banner Impressions CII Technologies will coordinate a banner
advertisement campaign with your company to reach your targeted audience on
specific investment-related Web sites. Through our alliances and affiliations,
CII is able to offer our clients exposure with 500,000 banner impressions on the
following high traffic financial web sites: xxx.xxxxxxxxxx.xxx which has 3.3
million page views per day and 800,000 unique monthly visitors,
xxx.xxxxxXxxxxx.xxx which has 250,000 unique visitors per month. Client
companies will also receive 500,000 banner impressions circulated throughout a
network of financial web sites including Ameritrade, B&A Research, Bank Rate
Monitor, Business Financial Network, Central Europe Online, DipWits Picks,
E*TRADE, Xxxxxxxxxxxxxxx.xxx, Family Money, Fantasy Futures, Fantasy Stock
Market, FinanCenter, Free Real Xxxx.xxx, Home Price Check, Inside China,
Internet Stock News, Investment Guide, Investors Forecast, InvestorLinks,
XXX.xxx, Xxxxxxxxx.xxx, MarketPlayer, S&P Personal Wealth and SecureTax. By
advertising on these sites our clients can rest-assured they are targeting a
premium audience of highly affluent, avid Internet users who spend an
above-average amount of time on Web tracking the latest business and market
news. Demographics: Male: 70%, Female: 30%, Average Household Hold Income:
$75,000, Age Range: 28-49 years, Monthly Impressions: 279,000,000. In addition,
One million banner impressions on: XXXXxxxxx.xxx, Xxxxxxxxxxxxxxxxxxxxx.xxx, and
XXXxxxxxxxx.xxx. (Banner ads subject to availability)
ADDENDUM TO WEB SITE DEVELOPMENT AND
CORPORATE AWARENESS SERVICES AGREEMENT
Notwithstanding anything to the contrary set forth in this Agreement, Corporate
Identities, Inc. (CII) hereby agrees that it will comply with all applicable
rules and regulations of the Securities Act of 1933 (the "Securities Act") and
the Securities Exchange Act of 1934 (the "Exchange Act"), including, without
limitation, the anti-fraud and anti-manipulation requirements of Section 10(b)
of the Exchange Act. In addition to the above, (i) in any period during which
BrowseSafe (PGPG) is contemplating a public offering of its securities and a
corresponding filing of a Registration Statement with the Securities and
Exchange Commission, (ii) during the waiting period between the filing of such
Registration Statement and its effectiveness, and (iii) during any
post-effective period before the offering is complete and the prospectus
delivery requirements have terminated, CII agrees to comply strictly with the
standards set forth in Securities Act Rule 135 and 134, as applicable, and the
standards allowing "free writing" during the post-effective period as set forth
in the Securities Act and interpretations thereof. In this regard, we have
provided you with several pages from the Corporate Communications Handbook by
Messrs. Xxxxxx and Xxxxxxxx, which outline in a general form these rules and
requirements. By supplying this information to you, BrowseSafe is not
undertaking any further responsibility to counsel CII about its duties and
responsibilities under the securities laws, and CII should consult its own legal
counsel with respect to liabilities under these laws. Further, CII agrees to
indemnify BrowseSafe, its directors, officers, employees, and agents, against
any claims, damages, liabilities or losses directly resulting from the
violations of any securities laws, rules, or regulations by CII.
