EXHIBIT 10.8
Nortia Capital Partners, Inc.
000 Xxxxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (Fax)
xxx.xxxxxxxxxxxxx.xxx
PRIVILEGED AND CONFIDENTIAL
TRANSACTION AGREEMENT
This transaction agreement ("Agreement"), entered into on the 1st day
of March 2007 sets forth the terms and conditions of the Transaction
Agreement by and between:
Nortia Capital Partners, Inc
000 Xxxxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (Fax)
(hereinafter referred to as the "Nortia", "Nortia's" ) and,
Knight energy Corp.
000 Xxxx Xxx Xxxx
Xxxxxxx, XX 00000
(hereinafter referred to as "the Company" or "the Company's"") to act
as the Company's planner on the matter(s) set forth in this Agreement.
In consideration of the mutual covenants of the parties set forth in
this Agreement, the parties agree to the following terms, intending to
be legally bound:
1. Engagement.
The Company has asked Nortia to represent the Company, as the
Company's planner with respect to Nortia assisting the Company with
management issues such as mergers & acquisitions, capital markets
strategies, public company issues and introduction to Investment
Banking firms of which the compensations will be more particularly
described in section 4 of this agreement.
2. Our Duties.
Under the terms of this Agreement and for consideration disclosed
herein, Nortia agrees to use its best efforts to provide the Company
consul with regards to management issues such as mergers &
acquisitions, capital markets strategies, public company issues and
introduction to Investment Banking firms.
3. The Company's Duties.
The Company agrees to use the Company's best efforts to cooperate with
and assist the Nortia in, rendering the duties, including but not
limited to, taking such actions and providing the Nortia with such
documents, data, plans, and other information requested by Nortia to
perform such duties.
4. Compensation and Expenses.
The Company agrees to pay and will be billed separately for expenses
that the Nortia may incur in its representation of the Company,
including but not limited to, meals, long distance telephone charges,
copies, couriers, approved third-party expenses, printing, and other
reasonable expenses. The Company further agrees that in the event
that travel and or lodging becomes neessary to Nortia, the Company
shall pay for theses expenses in advance. In addition to the
Company's payment of Nortias expenses, the Company agrees to
compensate Nortia with a monthly cash payment of $20,000 for its
services. Additionally, the Company agrees to compensate Nortia for
additional services provided on an individual basis specifically
related to investor presentations, trade shows, etc..
5. Billing and Statements
Nortia will send the Company statements monthly for all expenses and
duties performed since the last statement. These invoices shall be due
upon receipt. Finance charges of one and one-half percent per month
will be assessed on all balances if payment on any invoice is not
received within five (5) days after it is invoiced. Performance Fees
shall be due and payable at the closing of completed transactions. Any
Performance Fees not paid at such closing shall accrue interest at one
and one-half percent per month until paid.
6. Term and Termination.
The term of this agreement is one year through February 28, 2008.
Either party may provide the other with a thirty day written notice of
intention to terminate. In the event that the engagement is
terminated, the Company Will pay to Nortia all expenses incurred
through the effective date of the termination, as well as any
additional compensation payable under the terms of Section 4 above.
Nortia reserves the right to cease work on the Company's behalf
immediately upon notice in the event that the Company should become
delinquent in any of the Company's payment obligations. The provisions
of Sections 4, 5, 6, 7, 8, and 9 shall survive the termination or
expiration of this Agreement.
7. Agency and Indemnification.
Nortia is an independent contractor and not an employee, or partner of
the Company. Neither of the parties shall undertake to bind the other
as a partner or authorized agent. Nortia will use its best effort to
represent the Company to others according to the information that the
Company provided Nortia. Nortia dose this on the assumption that the
information and documents that the Company provided are complete and
accurate. The Company shall undertake to make sure that the
information and documents that the Company give Nortia are complete
and accurate. The Company agrees to indemnify, defend and hold Nortia
and its owners, officers, employees and agents harmless from any
liability, costs (including attorneys fees and court costs), expenses
and damages, relating to its engagement by or representation of the
Company, or the Company's breach of the Company's obligations
contained in this Agreement. The Company will not have to indemnify
the Nortia for its gross negligence or bad faith.
8. Confidentiality.
The terms of this Agreement are confidential and shall not be
disclosed by either party without the written consent of the other
party, except to each party's lawyers or accountants, who shall not
disclose it either. Nortia is authorized to disclose to others its
engagement by the Company and to disclose to such parties any
information and documents which Xxxxxx xxxx necessary in order to
fulfil its duties. All documents and information that the Company give
Nortia shall only be used for these purposes. In the event that either
of party has information or documents that are not to be disclosed to
any third parties, such information or documents shall be
appropriately identified and marked "confidential" and shall not be
disclosed without authorization.
9. Jurisdiction and Venue.
Each of the parties hereto waives trial by jury in any action or
proceeding of any kind or nature in any court in which an action may
be commenced by or against one another which arises out of or relates
to this Agreement or Nortias engagement by or representation of the
Company. In addition, each of the parties agrees that any court
located in Dallas County, Texas shall have exclusive jurisdiction and
proper venue to hear and determine any claims described in the
preceding sentence. Each of the parties expressly consents and submits
in advance to such jurisdiction and venue in any action or preceding
in such court. The exclusive choice of jurisdiction and venue set
forth in this Section 9 shall not be deemed to preclude the bringing
of any action for the enforcement of any judgment obtained in such
jurisdiction in any other appropriate enforcement jurisdiction.
10. Miscellaneous.
Neither party may assign its rights or obligations under this
Agreement to any other party. The terms of this Agreement shall bind
the successors, assigns and estates of the parties. The invalidity or
unenforceability of any particular provision of this Agreement shall
not affect its other provisions, and this Agreement shall be construed
in all respects as if such invalid or unenforceable provision were
omitted. This Agreement constitutes the entire, complete and
definitive agreement between the Company and Nortia. Any prior
promises, communications, warranties, discussions, and representations
have been merged into the terms of this Agreement and are canceled and
superseded by it. No amendment or waiver of the terms of this
Agreement or any provision hereof shall be effective unless made in a
writing signed by both parties. This Agreement entered into in, and
shall be governed by and construed under the laws of the State of
Texas. The headings and captions used in this Agreement are for
convenience of reference only, and shall in no way define, limit,
expand or otherwise affect the meaning or construction of any
provision of this Agreement. Any notice required or permitted to be
given pursuant to this Agreement shall be deemed sufficiently given
when delivered in person or three business days after being deposited
in the United States mail, registered or certified mail, postage
prepaid, addressed to the party to receive such notice using their
address as set forth on the first page of this Agreement. Either of
the parties may by written notice to the other change the notice
address. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.
To signify the acceptance of these terms each party's authorized agent
executes and delivers this Agreement as of the date first set forth
above.
Nortia Capital Partners, Inc.
By: /s/Xxxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxxx
Date: March 1, 2007
---------------------
Knight Energy Corp.
By: /s/Xxxxx X. Xxxx
----------------------------
Xxxxx X. Xxxx
Date: March 1, 2007
-----------------------
