FINANCIAL CONSULTING AGREEMENT
Exhibit
10.38
This
agreement is made by and between DNAPrint
Genomics, Inc.,
a Utah
based corporation having its principle office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxx 00000 (the “COMPANY”), and Market Pulse LLC, having its principle office
at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (the “CONSULTANT”).
In
consideration of the mutual promise contained herein and on the terms and
conditions hereinafter set fourth, the Company and Consultant agree as
follows:
1. PROVISION
OF SERVICES:
Investor
Relations Program for DNAPrint Genomics, Inc. for the next three (3)
months.
(A) Consultant
shall, to the extent reasonably required, develop and coordinate a program
to
increase public awareness of DNAPrint Genomics, including particularly among
the
investment community, which program will include the following services to
be
rendered by the Consultant as well as the additional services which may be
provided by third parties as provided below:
(I) Xxxxxx-Xxxxx.xxx
Online Newsletter - DNAPrint Genomics will be in our newsletter profile for
the
next three (3) months. We will email our subscriber base once a week for the
next three (3) months. Our email subscriber base is made up of thousands of
investors, brokers and financiers interested in small and micro-cap companies.
In addition, at any time DNAPrint Genomics releases a press release during
the
duration of the contract, we will also email our subscribers with that press
release.
(II) Profile
on Market Pulse Navigator web site for the next three (3) months.
(III) Investment
Opinion - Market Pulse may, in its sole discretion, issue a favorable
investment
opinion anytime DNAPrint Genomics issues a press release that Market Pulse
deems to be a significant positive event for the company.
Please
courier an investor’s package and any current press releases to the production
department: Attn: Xxxxxxxx Xxxxxxx, 00 Xxxxxx Xxxx 000, Xxxxxxxxxx, XX
00000.
(B) Consultant
shall use its best efforts in the furnishing of advice and recommendations,
and
for this purpose consultant shall, at all times, maintain or keep and make
available qualified persons or a network of qualified outside professionals
for
the performance of its obligations under this agreement. To the extent
reasonably practical, consultant shall use its own personnel rather than outside
professionals.
2. COMPENSATION
| (A) |
The
total cost for the Consultant’s services is $75,000 (US Funds) and two
million restricted shares of stock in DNAPrint Genomics, Inc. as
payment
for the consulting agreement. Please make check payable to Market
Pulse
LLC. Please issue stock certificate to Market Pulse LLC. Please courier
check and stock certificate to Market Pulse LLC, Attn: Xxxxxxx Xxxxxxx
at:
0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000.
|
3.
LIABILITY;
INDEMNIFICATION
(A) The
Company shall indemnify, hold harmless and defend Consultant and its officers,
directors, employees and agents from, against and in respect of any loss,
damage, liability, judgment, cost or expense whatsoever, including counsel
fees,
suffered or incurred by it or him by reason of, or on account of, its status
or
activities as a consultant to the Company hereunder, except for any loss ,
damage, liability, judgment, cost or expense resulting from willful malfeasance,
bad faith or gross negligence in the performance of Consultant’s duties
hereunder.
(B) Consultant
shall indemnify, save harmless and defend the Company from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or
on
account of, willful malfeasance, bad faith or gross negligence in the
performance of Consultant’s duties hereunder.
4. STATUS
OF CONSULTANT
Consultant
shall at all times be an independent contractor of the Company and, except
as
expressly provided or authorized by this Agreement, shall have no authority
to
act for or represent the Company. The Company acknowledges that the Consultant
may, from time to time, subcontract the performance of certain of its services
hereunder to third parties, in which event the Consultant shall be responsible
for the timely and professional performance of such services as if the
Consultant had provided same.
5. OTHER
ACTIVITIES OF CONSULTANT
The
Company recognizes that Consultant now renders and may continue to render
management and other services to other clients, which may or may not have
policies and conduct activities similar to those of the Company. Consultant
shall be free to render such advice and other services and the Company hereby
consents thereto. Consultant shall not be required to devote its full time
and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as it deems reasonable or
necessary for such purposes.
6. TERMS
| (A) |
Consulting
agreement will become effective upon receipt of signed contract and
payment.
|
| (B) |
DNAPrint
Genomics, Inc. hereby authorizes and agrees to allow Market
Pulse (MP) to republish any and all of its press releases including,
but not limited to, Market Pulse republishing these press releases in
its investment opinion called Market Pulse Breaking News
Alert.
|
7. IN
GENERAL
This
agreement sets forth the entire agreement and understanding between the parties
with respect to its subject matter and supersedes all prior discussions,
agreements and understandings of any nature between them with respect thereto.
This agreement shall be governed by and construed in accordance with the laws
of
the State of Georgia applicable to agreements made to be performed entirely
within such State.
IN
WITNESS WHEREOF, The parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on the day and year
first
below written:
DNAPrint
Genomics, Inc.
/s/
Xxxxxxx
Xxxxxxx
_____________________
Xxxxxxx
Xxxxxxx Date
CEO
&
President
Market
Pulse LLC
/s/
Xxxxxxx X. Xxxxxxx
February
22, 2006
Xxxxxxx
X.
Xxxxxxx
Date
Chief
Executive Officer
Market
Pulse LLC
