Consultation Agreement
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 8th day of
March, 1999 by and between Wall Street Advancement, Inc. (hereinafter referred
to as CONSULTANT) located at 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and
Arc Communications, Inc. (hereinafter referred to as COMPANY) located at 000
Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000.
WITNESSETH THAT:
WHEREAS, the COMPANY requires media and other 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 media and public
relations advisor 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 be six (6) months, from this day
forward, with an automatic renewal for another six (6) months, unless
written notice not to continue the service is received by the CONSULTANT 30
days before the expiration of the sixth (6th) month of the date hereof.
Notwithstanding the foregoing, the COMPANY shall have the right to
terminate this Agreement at any time on thirty (30) days notice with or
without case. In such event, CONSULTANT shall only be entitled to payment
of such sums and exercise of such options as shall be earned as of the date
of termination.
3. SERVICES.
(a) CONSULTANT shall act, generally, as media and public relations
advisor, and it intends to provide the following services:
(i) locate and introduce COMPANY to fund managers, buy-side analysts
and selected retail and institutional brokers.
(ii) Introduce the COMPANY to investment and other newsletter writers
4. LIMITATION OF 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
date about the COMPANY.
(b) CONSULTANT shall NOT conduct any meetings with financial analysts
without informing the COMPANY in advance of the proposed meeting and
the format and agenda of such meeting and the COMPANY may elect to
have a representative of the COMPANY attend at such meeting.
(c) CONSULTANT shall 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 has not been generally releases or
promulgated.
(d) After notice by the COMPANY of filing of proposed public offering of
securities of the COMPANY, and during any period of restriction on
publicity, CONSULTANT shall not engage in any public relations efforts
not in the normal course without approval of counsel for the COMPANY
and of counsel for the underwriter(s), if any.
5. DUTIES OF COMPANY.
(a) COMPANY shall supply CONSULTANT, from time to time, with approved data
and information about the COMPANY, its management, its products, and
its operations, and the COMPANY shall be responsible for advising
CONSULTANT of any facts which would affect the accuracy of any prior
data and information previously supplied to CONSULTANT.
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(b) COMPANY shall promptly notify CONSULTANT of the filing of any
registration statement for the sale of securities and of any other
event that triggers or results in any restrictions on publicity.
(c) 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 continuing representation
in disseminating such information and otherwise performing its public
relations functions.
(b) CONSULTANT, in the absence of notice in writing from the 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 reliance 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. For all general financial public relation services.
COMPANY shall compensate the CONSULTANT with a two (2) year option to
purchase 225,000 shares of the common stock of the COMPANY at one dollar
($1.00) per share. The COMPANY has not agreed to register such options or
shares with any state or federal securities agency. CONSULTANT acknowledges
that transfer of said options and shares shall be restricted under state
and federal securities laws. The first 75,000 of options shall be
exercisable upon signing, the next 75,000 of options shall be exercisable
in the third month, and the final 75,000 of options shall be exercisable in
the fifth month. The options shall expire two (2) years after the date when
they are exercisable hereunder. The issuance of said options and stock to
CONSULTANT shall be subject to the compliance with all state and federal
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securities laws. COMPANY also agrees to allocate thirty thousand dollars
($30,000) to Wall Street Advancement, Inc., which will be used to buy
promotional media in Wall Street Reporter Magazine, Xxxxxxxxxxxxxxxxxx.xxx
and Xxxxxxxx'x Wall Street week. Payment terms of the thirty thousand
dollars ($30,000): five thousand dollars ($5,000) per month. The foregoing
shall be subject to the termination rights of the COMPANY in Paragraph 2
above.
8. BILLING AND REPAYMENT. The monthly basic fee provided for in Paragraph 7
Shall be due and payable upon receipt of xxxx via facsimilie. Xxxxxxxx and
payments for special services (Paragraph 7) shall be agreed.
9. RELATIONSHIP OF PARTIES. CONSULTANT is an independent contractor,
Responsible for compensation of its agents, employees and representatives,
as well as all applicable withholding therefrom and taxes thereon
(including unemployment compensation) and all workmen's compensation
insurance. This agreement does not establish any partnership, joint
venture, or other business entity in association between the parties and
neither party is intended to have any interest in the business or property
of the other.
10. TERMINATION. This agreement may not be terminated be either party prior to
the expiration of the term provided in Paragraph 2 above except as follows:
(a) Upon failure of the other party to cure a default under, or a breach
of, this Agreement within ten days after written notice is given as to
such or breach by the terminating party;
(b) Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
(c) Upon the other party having or applying for a receiver appointed for
all or a substantial part of such party's assets or business.
11. 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.
12. 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 to the parties.
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13. NOTICES. Any notice required or permitted to be given 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.
14. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only be 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 state of New Jersey. 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.
/s/ XXXXX XXXXX /s/ XXXXXXX XXXXX
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XXXXX XXXXX XXXXXXX XXXXX
President Chief Operating Officer
Wall Street Advancement, Inc. Arc Communications, Inc.
/s/ XXX XXXXXXXXX
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XXX XXXXXXXXX
Director
Wall Street Advancement, Inc.
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