INVESTOR RELATIONS AGREEMENT
Exhibit 10.1
This
Agreement dated for reference the 1st of November, 2006 (the "Effective Date"),
by and among OL Funding Inc., a company incorporated under the laws of
Nevada, (the "Company") and Investor Relations International, a company
incorporated under the laws of Nevada, ("Investor Representative") and is made
and entered into in light of the following recitals which are a material part
hereof.
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A.
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The
common stock of the Company is not subject to a valid registration
statement and may not be traded publicly but the Company has undertaken
steps to file a registration statement and commence periodic reporting
such that its common stock might be listed on a national exchange
or
listing service, including the NASD’s OTC bulletin board listing
service;
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B.
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The
Company wishes to retain the Investor Representative to assist with
its
communications with investors and the investment community and the
Investor Representative has agreed to assist in this regard all in
accordance with the terms of this agreement (the
"Agreement");
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NOW
THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1.
Appointment and Authority of the Investor
Representative
1.1
Appointment of the Investor Representative
The
Company appoints the Investor Representative to perform the services for the
benefit of the Company hereinafter set forth, and the Company authorizes the
Investor Representative to exercise the powers provided under this Agreement.
The Investor Representative accepts this appointment on the terms and conditions
herein set forth.
1.2
Independent Investor Representative
In
performing the services hereunder, the Investor Representative shall
be:
(a)
An
independent agent and not an employee or officer of the Company and the Investor
Representative shall have no authority and may not convey or exhibit “apparent
authority,” except that the Investor Representative shall have the right to act
as an agent of the Company solely in circumstances where the Investor
Representative must serve in that capacity to carry out its enumerated
obligations as set forth in this Agreement provided the specific actions are
approved in writing in advance by the Company. Nothing in this Agreement shall
be deemed to require the Investor Representative to provide his services
exclusively to the Company and the Investor Representative hereby acknowledges
that the Company is not required and shall not be required to make any
remittances and payments required of employers by statute on the Investor
Representative's behalf and the Investor Representative shall not be entitled
to
the fringe benefits provided by the Company to its employees; and
(b)
Responsible for the management of its employees and without limiting the
generality of the foregoing, shall be responsible for payment to the proper
authorities of all unemployment insurance premiums, Pension Plan contributions,
Worker's Compensation premiums and all other employment expenses for all of
the
Investor Representative's employees. The Investor Representative shall solely
be
responsible for deduction and remittance of all income tax due from itself
and
its employees.
2.
Duties of the Investor Representative
2.1
General Duties and Responsibilities
The
Investor Representative shall:
(a)
Assist the Company with the development and creation of materials and
communications tools to promote positive relations between the Company and
the
investment community pursuant to the terms and conditions of this
Agreement;
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(b)
Communicate, including issuance of press releases, with Investors, potential
investors, members of the investment community, including broker-dealers, market
makers and analysts and members of the press and reporting media in such manner
as to convey the image, message and similar terms about the Company and respond
to written, email or phone inquiries by investors, potential investors and
members of the investment community and the press always in a manner that
conforms to applicable laws including but not limited to Regulation FD and
rules
and prohibitions on xxxxxxx xxxxxxx and conditioning the market.
(c)
Implement or cause to be implemented decisions of the Company regarding its
appearance, image, identity, investor relations, public relations and/or
communications with the investment community at the instruction of the
Company;
(d)
At
all times, be subject to the direction of the Company such that all
communications and all materials disseminated by Investor Representative shall
have been approved in advance by the Company and shall keep the Company informed
as to all matters concerning its activities;
(e)
Meet
the performance standards that may be reasonably prescribed by the Company
from
time to time; and
(f)
Subject always to the general or specific instructions and directions of the
President or a senior communications or marketing officer reporting directly
to
the president and having full power and authority to provide investor relations
services on behalf of the Company except in respect of such matters and duties
as by law must be transacted or performed by the board of directors or senior
officers of the Company.
2.2
Manner of Delivery of Investor Representative's Activities
The
Investor Representative shall:
(a)
Conform to all lawful instructions and directions from time to time given to
him
by the officers and directors of the Company;
(b)
Devote sufficient time and attention to the business and affairs of the Company
to fully and properly carry out the services contemplated by this
Agreement;
(c)
Assist with coordinating and disseminating news and information of the Company
to the public and to the shareholders of the Company;
(d)
Initiate and maintain contact with brokers and brokerage houses to provide
them
with the news of the Company;
(e)
Arrange for the attendance or representation of the Company at conferences
of
analysts;
(f)
Subject to the control and direction of the Company, prepare corporate and
product related materials for distribution to brokers, analysts, and investment
advisers, and distribute same to brokers, analysts and investment
advisors;
(g)
Do
all such acts and things as may be required to xxxxxx a positive reputation
of
the Company and its securities in the investment marketplace;
(h)
Notify the Company of any inquiry, complaint or request made by the general
public or any regulatory authority and deliver to the Company copies of any
supporting papers received in connection with such inquiry, complaint and
request;
(i)
Timely perform any other services or functions reasonably required by the
Company and within the general scope of the Investor Representative's duties
as
set forth in this Agreement and otherwise operate and manage the promotional
activities of the Company in accordance with and as limited by this
Agreement;
(j)
Perform all other functions relating to promotional activities of the Company
as
may be customary and usual for the exclusive expert promotion of a company
of
the size and nature of the Company, in accordance and as limited by this
Agreement;
(k)
Well
and faithfully serve the Company and use his best efforts to promote the
interests of the Company; and
(l)
Refrain from acting in any manner contrary to the best interests of the Company
or contrary to any applicable rule or regulation promulgated under any
securities laws to which the Investor Representative or the Company may be
obligated including but not limited to Regulation FD and rules and prohibitions
on xxxxxxx xxxxxxx and conditioning the market.
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2.3
Dissemination of Information
The
Investor Representative:
(a)
Shall
not disseminate or spread false or misleading information relating to the
Company to any person or any communication or information which could constitute
a violation of applicable securities laws and rules and regulations promulgated
thereunder including but not limited to Regulation FD and rules and prohibitions
on xxxxxxx xxxxxxx and conditioning the market;
(b)
Shall
disseminate any news and information which is specifically authorized in writing
by the Company; and
(c)
May
relay on written information received from the Company, and will so disclose
this fact in all communications.
No
act or
omission by the Company shall act to waive the requirements of this Section
2.3.
2.4
Authority of the Investor Representative
The
Company hereby authorizes the Investor Representative, subject to the other
provisions of this Agreement, to do all acts and things as the Investor
Representative may in his discretion deem necessary or desirable to enable
the
Investor Representative to carry out his duties.
2.5
Limitations and Restrictions
The
Investor Representative shall not be entitled to enter into any commitment,
contractual or other, binding upon, or pledge the credit of, the Company without
the express prior written consent of the President or the
directors.
2.6
Impossibility of Performance
If
the
performance of any duty of the Investor Representative set forth in this
Agreement is beyond the reasonable control of the Investor Representative,
the
Investor Representative shall nonetheless be obliged to use his best efforts
to
perform such duty and to notify the Company that the performance of such duty
is
beyond his reasonable control.
2.7
Compliance with Laws
The
Investor Representative agrees that it will perform the services under this
Agreement in accordance with all applicable laws including, but not limited
to
the Securities Act of 1933, the Securities Exchange Act of 1933 and 1934, the
rules and regulations promulgated thereunder, the various state securities
laws,
and the rules and policies of the NASD and the rules and policies of any
national listing service (such as “xxxxxxxxxx.xxx” ) or stock quotation service
or exchange (such as the NASDAQ), as applicable (all the “Securities
Laws”). In furtherance of this requirement, the Investor
Represenative represents and warrants that it and its officers, employees and
agents: (i) have adequate knowledge of securities laws including those relating
to improper stock promotion; (ii) can carry out the duties enumerated herein
without violating such laws; (iii) will advise the Company of any potential
violations of any of the Securities Laws; and will not violate any of the
Securities Laws in any communications with any investor, the investment
community or any agency empowered to enforce the Securities Laws.
2.8
Indemnity
The
Investor Representative agrees to indemnify and save the Company harmless with
respect to any claim, suit, proceedings or judgment, whether regulatory in
nature or brought in a court of competent jurisdiction arising from any breach
of this Agreement by the Investor Representative. The Company has the
right to rely on the knowledge and expertise and proposed course of conduct
of
Investor Representative that would insure no violations of any of the Securities
Laws and Investor Representative acknowledges that the Company may rely on
its
knowledge and expertise and proposed course.
3.
Company's Agreements
3.1
Compensation of the Investor Representative
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As
compensation for the services rendered by the Investor Representative pursuant
to this agreement, the Company agrees to pay the Investor Representative and
Investor Representative agrees to accept One Million Five Hundred Thousand
(1,500,000) shares of common stock of the Company, which shares will be issued
without registration and therefore subject to restrictions on
trading. The Company and Investor Representative agree and confirm
that, in consideration of the execution of the Agreement, and the performance
of
its obligations hereunder, the Company will grant, convey and issue to Investor
Representative, the shares of common stock of the Company which are conveyed
as
if sold at their par value of $.001 per share, based on an agreed valuation
for
the work rendered and to be rendered being valued, for purposes herein, as
$1,500.00, for which Investor Representative is deemed to have received same
as
of the date of execution. The right to receive the Shares at the
agreed-upon value and the issuance and delivery of same to the Investor
Representative constitutes the consideration for Investor Representative’s
services. The Investor Representative agrees not to sell any stock in
any manner prohibited by law including in connection with any “promotion” of the
Company for the sole purpose of allowing parties to sell shares of stock during
periods of high stock trading volume.
3.2
The Investor Representative's Expenses
The
Company further agrees to pay the Investor Representatives expenses incurred
pursuant to the investor relations program including reasonable disbursements
and any applicable taxes imposed thereon which will include travel and
accommodation expenses, outside services, and all other out of pocket expenses
incurred by the Investor Representative in the performance of its obligations
pursuant to this Agreement, provided that the Investor Representative will
not
incur any single expenditure in excess of US$500.00 without obtaining the prior
written consent of the Company. The Investor Representative agrees to provide
the Company with support documentation for the disbursements and expenses
incurred where procurable. A monthly accounting will be provided of the expenses
incurred.
3.3
Access to Company Information
The
Company shall make available to the Investor Representative such information
and
data and shall permit the Investor Representative to have access to such
documents or premises as are reasonably necessary to enable him to perform
the
services provided for under this Agreement.
3.4
Indemnity
The
Company will indemnify and save harmless the Investor Representative against
any
liability to the Investor Representative resulting from any material
misstatements, misrepresentations or omissions in information provided by the
Company to the Investor Representative and utilized by the Investor
Representative in the performance of its services hereunder.
4.
Duration of Service
4.1
Effective Date
This
Agreement shall commence as of November 1, 2006. and may
be executed
thereafter but shall be treated as executed nunc pro tunc on that
date.
4.2
Term
This
Agreement shall enure to the benefit of the parties for a period of one year
commencing as of the Effective Date, with an automatic renewal (unless
terminated) for an additional two years at terms and conditions as mutually
agreed upon.
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4.3
Termination
This
Agreement may be terminated by:
(a)
The
Company, at any time, giving the Investor Representative written notice of
such
termination at least 90 days prior to the termination date set forth in that
notice;
(b)
The
Investor Representative, at any time, giving the Company written notice of
such
termination at least 90 days prior to the termination date set forth in that
notice;
(c)
Upon
the occurrence of any default by the Investor Representative, by the Company
giving written notice to the Investor Representative specifying the nature
of
such default. For the purposes of this Agreement, a default by the Investor
Representative shall be defined as the occurrence of any one or more of the
following:
(i)
The
Investor Representative fails to perform any of his services in the manner
or
within the time required herein or commits or permits a breach of or default
of
any of his duties, liabilities or obligations hereunder and fails to fully
cure
or remedy such failure, breach or default; or
(ii)
The
Company, acting reasonably, determines that the Investor Representative is
acting or is likely to act in a manner detrimental to the Company or has
violated or is likely to violate the confidentiality of any information relating
to the Company;
(d)
The
Company, immediately, without prior notice, if at any times the Investor
Representative while in the performance of his duties:
(i)
Commits a material breach of a provision of this Agreement;
(ii)
is
unable or unwilling to perform the duties under this Agreement;
(iii)
Commits fraud or serious neglect or misconduct in the discharge of his duties
hereunder; or
(e)
The
Investor Representative, acting reasonably, immediately, upon the failure of
the
Company to pay the fee as provided for in Section 3.1 above.
4.4
Automatic Termination-After Commencement of Trading
If,
during the term of this Agreement, the shares of the Company commence to be
listed on any exchange or with any national listing service and thereafter
cease
to be quoted, cease to be regularly traded or halted by regulatory authorities
for a period of more than 60 days, this Agreement will automatically terminate
without liability to either party, subject to the option of the Company to
continue this Agreement.
4.5
Compensation of the Investor Representative on Termination
Upon
termination of this Agreement, the Investor Representative shall be entitled
to
receive as his full and sole compensation in discharge of obligations of the
Company to the Investor Representative under this Agreement all sums due and
payable under this Agreement to the date of termination and the Investor
Representative shall have no right to receive any further payments. The Company
may offset against any payment owing to the Investor Representative under this
Agreement any damages, liabilities, costs or expenses suffered by the Company
by
reason of the fraud, negligence or willful act of the Investor
Representative.
4.6
Renewal of Agreement
The
Company will renew this Agreement for a further two-year term unless terminated
with written notice of its intention to do so at least 30 days prior to the
expiration of the current term, but the Company shall be under no obligation
to
renew this Agreement.
5.
Confidentiality
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5.1
Ownership of Work Product
All
reports, documents, concepts, products and processes together with any marketing
schemes, business and sales contracts, and any business opportunities prepared,
produced, developed, or acquired, by or at the direction of the Investor
Representative, directly or indirectly, in connection with or otherwise
developed or first reduced to practice by the Investor Representative in the
performance of his obligations hereunder (collectively, the "Work Product")
shall belong exclusively to the Company which shall be entitled, exclusively,
to
all right, interest, profits or benefits in respect thereof it being understood
that such Work Product constitutes “work for hire” and shall be the property of
the Company without separate assignment or acknowledgement.
5.2
Confidentiality
Except
as
authorized or required by his duties, the Investor Representative shall not
reveal to any person any of the trade secrets, secret or confidential
operations, processes or dealings, or any information concerning the
organization, business, finances, transactions or other affairs of the Company
of which he becomes aware during the term of this Agreement. The Investor
Representative shall keep secret all confidential information entrusted to
him
and shall not use or attempt to use this information in any manner which might
injure or cause loss, either directly or indirectly, to the Company's business.
This restriction shall continue to apply after the termination of this Agreement
but shall cease to apply to information, which may come into the public domain,
other than as a result of disclosure by the Investor
Representative.
The
Investor Representative shall comply with such directions as the Company shall
make to ensure the safeguarding or confidentiality of all such
information.
5.3
Fiduciary Obligations
Without
limiting the generality of the foregoing, during the term of this Agreement,
the
Investor Representative shall not act in any manner contrary to the terms of
this Agreement, or contrary to the best interests of the Company.
6.
Miscellaneous
6.1
Severability
Each
provision of this Agreement is intended to be severable. If any term or
provision hereof shall be determined by a court or competent jurisdiction to
be
illegal or invalid for any reason whatsoever, that provision shall be severed
from this Agreement and shall not affect the validity of the remainder of this
Agreement.
6.2
Waiver and Consents
No
consent, approval or waiver, express or implied, by either party hereto, to
or
of any breach or default by the other party in the performance by the other
party of its obligations hereunder shall be deemed or construed to be a consent
or waiver to or of any other breach or default in the performance by such other
party of the same or any other obligations of such other party. The failure
of a
party to declare the other party in default, irrespective of how long such
failure continues, shall not constitute a general waiver by such party of the
breach or default of the other shall not be construed to waive or limit the
need
for such consent or approval in any other instance.
6.3
Governing Law
This
Agreement and all matters arising there under shall be governed by the laws
of
the Nevada and, to the extent that conflicts of laws govern the Company, by
the
laws of Nevada.
6.4
Successors, Etc.
This
Agreement shall inure to the benefit of and be binding upon each of the parties
and their respective heirs and successors.
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6.5
Assignment
This
Agreement may not be assigned to any other party.
6.6
Entire Agreement and Modifications
This
Agreement constitutes the entire agreement between the parties and supersedes
all prior agreements and undertakings, whether oral or written, relative to
the
subject matter hereof. To be effective any modification of this Agreement must
be in writing and signed by the parties.
6.7
Notices
All
notices, requests and communications required or permitted hereunder shall
be in
writing and shall be sufficiently given and deemed to have been received upon
personal delivery or, if mailed, upon the first to occur of actual receipt
or 48
hours after being placed in the mail, postage prepaid, registered or certified
mail, return receipt requested, respectively addressed to the Company or the
Investor Representative as follows:
To
the
Company: Xxxxx
Xxxxxx, President
0000
X Xxxxxxx XX XXX 0
Xxx
Xxxxx, Xxxxxx 00000
To
Investor
Representative: Xxxxxxx
X Xxxxxxx
Investor
Relations
International
0000
X Xxxxxxx XX XXX 0
Xxx
Xxxxx, Xxxxxx 00000
Or
such other address as may be specified in writing to the other party, but notice
of a change of address shall be effective only upon the actual
receipt.
6.8
Time of the Essence
Time
is
of the essence.
6.9
Further Assurances
From
time
to time after the execution of this Agreement, the parties will make, do,
execute or cause or permit to be made, done or executed all additional lawful
acts, deeds, things, devices and assurances in law whatsoever as may be required
to carry out the true intention and to give full force and effect to this
Agreement.
6.10
Counterparts
This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one
instrument.
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6.11
Survival of Indemnities
The
indemnities given under this Agreement will survive the termination of this
Agreement.
IN
WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
effective as of the day and year first above written.
Company:
By:
______________________________
Xxxxx
Xxxxxx, CEO and Chairman
Investor
Representative:
By:
______________________________
Xxxxxxx
X. Xxxxxxx, President
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