Exhibit 10.7
Agreement for Financial Public Relations Services
with Market Pathways Financial Relations Incorporated,
dated August 11, 1999
AGREEMENT FOR
FINANCIAL PUBLIC RELATIONS SERVICES
THIS AGREEMENT is entered into on this 11th day of August 1999 by and between
MARKET PATHWAYS FINANCIAL RELATIONS INCORPORATED (hereinafter "MP"), with its
principal place of business at 0000 Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000
and THE HEALTH XXXXXXX.XXX, INC. hereinafter ("Client"), a Delaware corporation,
with its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000. Hereafter, the Client and MP are referred to
collectively as "Parties", and singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and conditions under which
services shall be performed.
NOW, THEREFORE, in consideration of these promises of the mutual covenants
herein, the Parties hereto agree as follows:
ARTICLE I - SCOPE OF SERVICES
MP agrees to perform for the Client the financial services described as follows:
(a) MP will develop, implement, and maintain an ongoing stock market
support system with the general objective of expanding stockbroker awareness of
the Client's activities, and hence a commensurate interest in the Client's
stock. This stock market support system will have a four-part approach:
(i) A SHAREHOLDER COMMUNICATION SYSTEM to keep existing stockholders
informed about the Client's activities and potential.
(ii) A STOCKBROKER / INSTITUTIONAL SUPPORT SYSTEM to build a national
network of stockbrokers, analysts, and market makers who are informed about and
interested in the Client.
(iii) AN INVESTOR LEAD GENERATION SYSTEM to develop leads for selected
brokers and to assist them in marketing the Client's stock.
(iv) A MEDIA RELATIONS SYSTEM to increase corporate visibility through
informational press releases, placement of articles and copy consulting on
annual and quarterly reports.
(b) OPTIONAL SERVICES: Additional projects, such as design and production
of annual and quarterly reports, video or slide presentations, speech writing,
and introductions related to financing and investment banking activities, will
be performed and billed as mutually agreed upon by both Parties on a case by
case basis.
ARTICLE II - PERIOD OF PERFORMANCE
The period of performance under this Agreement shall be for a primary
term of one (1) year from the date hereof. This Agreement may be terminated for
any reason by either Party after the first ninety days, upon ninety days written
notice of termination. Notice of termination may only be given after the first
ninety days of this Agreement. Unless notice of termination or non-renewal is
received no later than one (1) year from the date hereof, this Agreement
automatically renews for successive one-year period under the same terms and
conditions. (Specifically, $4,000 per month plus expenses and additional Common
Stock, as described herein.)
ARTICLE III - CONTRACTUAL RELATIONSHIP
In performing the services under this Agreement, MP shall operate as,
and have the status of an independent contractor. The Client and MP will be
mutually responsible for determining the means and the methods for performing
the services described in ARTICLE I.
ARTICLE IV - COMPENSATION
As full consideration for the performance of the basic (four-part)
services described above, the Client shall pay MP compensation as follows:
(a) CASH: $48,000 cash plus reasonable expenses. Said $48,000 shall be paid
monthly in advance at the rate of $4,000 per month.
(i) Initial payment for the first month and an equal amount against unpaid
retainers or expenses shall be due at the time this Agreement is signed
($8,000). Following the initial payment, ensuing payments are payable monthly in
advance to MP's principal place of business and are due on the first day of each
month.
(ii) EXPENSES: Expenses are expected to be approximately $500 per month for
phone/fax and postage. Expenses include, but are not limited to, the following:
travel and lodging; telephone, fax, and other communications; fare of public
carrier; photocopy and printing; postage; and special mailings. MP agrees to
obtain prior client approval for any single expense over $100. MP shall submit
monthly invoices to the Client, covering the monthly retainer fee and
reimbursable expenses.
(b) COMMON STOCK: Client will issue to MP 85,000 shares of its common
stock. The Parties acknowledge that the shares will be issued pursuant to Rule
144 of the Securities Act of 1933, and that the shares will bear a restrictive
legend requiring them to be held by MP prior to sale for such length of time and
in accordance with such terms as are applicable under the relevant securities
laws then in effect. If this Agreement is terminated for any reason, the entire
number of shares of Client's Common Stock will be deemed to have been earned and
no reduction or refund shall take place. Said share certificate will bear a date
NO LATER THAN 30 DAYS after the date of this Agreement and will be delivered to
MP's principal place of business no later than 30 days after the date of this
Agreement
(c) PRORATED COMPENSATION: If this Agreement is terminated for any reason,
the cash amount due will be prorated to the final date of service under this
Agreement.
ARTICLE V - ADJUSTMENTS TO COMMON STOCK
The number of shares of Common Stock and classes of Capital Stock of the Client
are subject to adjustment from time to time as follows:
(a) If the Client is a party to a consolidation, merger or transfer of
assets which reclassifies or changes its outstanding Common Stock, the successor
corporation (or corporation controlling the successor corporation or the
Company, as the case may be) shall by operation of law assume the Client's
obligations under this Agreement. As a condition to the consummation of such
transaction, the Client shall arrange for the person or entity obligated to
issue securities or deliver cash or other assets to, concurrently with the
consummation of such transaction, assume the Client's obligations hereunder by
executing an instrument so providing and further providing for adjustments which
shall be as nearly equivalent as may be practical to the adjustments provided
herein.
ARTICLE VI - CLIENT INFORMATION
Since MP must at all times rely upon the accuracy and completeness of
information supplied to it by the Client's officers, directors, agents, and
employees, the Client agrees to indemnify, hold harmless, and defend, MP, its
officers, agents, employees at the Client's expense, in any proceeding or suit
which may arise out of and/or due to any inaccuracy or incompleteness of such
material supplied by the Client to MP.
ARTICLE VII - GRANT OF LICENSE
(a) MP hereby grants a license to the Client, through the duration of this
Agreement, to use MP's exclusive system, lists, manuals, and trademarked and
copyrighted materials. Due to the unique and proprietary nature of these systems
and materials, MP will revoke this license upon termination of this Agreement
for any reason and all such materials, and lists must be returned to MP
immediately thereafter and their use by the Client discontinued.
(b) MP agrees that all information disclosed to it about the Client's
products, processes and services are the sole property of the Client and it will
not assert any rights to any confidential or proprietary information or
material, nor will it directly or indirectly, except as required in the conduct
of its duties under this Agreement, disseminate or disclose any such
confidential information; and
(c) Upon termination of this Agreement, MP will return to the Client all
documents, records, notebooks and similar items of or containing confidential
information then in its possession, including copies thereof, whether prepared
by MP or others.
ARTICLE VIII - REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be served personally
to the Client's representative and MP's representative at their respective place
of business or by registered mail to the address of each Party, as first set
forth herein above or may be transmitted by FAX.
ARTICLE IX - ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in the County of Orange,
California, in accordance with the rules of the American Arbitration Association
there in effect, except that the parties thereto shall have any right to
discovery as would be permitted by the Federal Rules of Civil Procedure and the
prevailing Party shall be entitled to actual costs and actual attorney's fees
from arbitration or any other civil action. Judgment upon the award rendered
therein may be entered in any Court having jurisdiction thereof. Jurisdiction
for any legal action is stipulated between the Parties to lie in the County of
Orange, California.
ARTICLE X - MISCELLANEOUS
This Agreement constitutes the entire agreement between the Client and MP
related to providing financial relations services. It supersedes all prior or
contemporaneous communications, representations or agreements, whether oral or
written, with respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those herein expressed. No
agreement hereafter made between the Parties shall be binding on either Party
unless reduced to writing and signed by an authorized officer of the Party bound
thereby.
This Agreement shall in all respects be interpreted and construed, and the
rights of the Parties hereto shall be governed, by the laws of the State of
California.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized officers.
THE HEALTH XXXXXXX.XXX, INC. MARKET PATHWAYS FINANCIAL
RELATIONS INCORPORATED
BY:/S/ XXXXXX X. XXXXXXXX BY:/S/ XXXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXXX, C.O.O., V.P., C.F.O. XXXXXXX X. XXXXXXX, PRESIDENT
DATE: AUGUST 11, 1999 DATE: AUGUST 11, 1999
