UpTick
A Subsidiary of StoneRidge Capital, LLC.
UPTICK
INVESTOR RELATIONS
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of May 4, 2007, by and
between StoneRidge Capital, LLC, doing business as UPTICK ("Company"), and
SPEECHSWITCH INC. ("Client").
WHEREAS, Company provides Marketing and Investor Relation's assistance
utilizing, but not limited to the Wide World Web; and WHEREAS, the Client has
desires to utilize the services offered by the Company.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
hereinafter set forth, the benefits to the parties to be derived there from and
other good and valuable consideration the receipt and adequacy of which is
hereby acknowledged, it is agreed as follows:
1. SERVICES(1). The Client hereby retains the Company and the Company hereby
agrees to provide the following services to the Client as an independent Company
for the Term of the Agreement as defined in (2), below:
UPTICK INVESTOR AND PUBLIC RELATIONS MARKETING CAMPAIGN
Presentation of Client provided Profile on XxXxxx.xxx for term of this
agreement.
Inclusion in Monthly Newsletter - Circulation million +.
Inclusion in One (1) News Alert announcing Company agreement with Client.
Inclusion of Client provided Profiles in Four (4) email alerts per month to
XxXxxx.xxx's proprietary database.
2. TERM. This Agreement shall remain in full force and effect for sixty (60)
days, beginning upon receipt of the compensation listed in item three (3),
below.
3. COMPENSATION.On commencement of this agreement, the Company shall receive an
initial payment of $US2,500 in cash 10,000and 7,000,000 Class A common stock
shares of the Client (the "Shares") which will be deemed earned at the signing
of this agreement and disbursed as set forth in Attachment A.
4. EXPENSES. The Company agrees to pay all expenses related to the services
described in Section 1 ("Services").
5. TERMINATION. This Agreement may be terminated (a) by either party with 30
days prior written notice, or (b) should either party enter into, involuntary
bankruptcy, or (c) should the Company knowingly or otherwise render some act or
is involved in some event that has the effect of significantly diminishing the
Client's reputation.
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(1) To effectively perform these services, they must be SCHEDULED with
XxXxxx.xxx a minimum of five (5) working days prior to the desired publication
date. Additionally, all materials to be published by XxXxxx.xxx must be supplied
to XxXxxx.xxx no less than one (1) working day prior to scheduled date of
publication.
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00000 Xxxxx Xxxxx x Xxxxxxxx Xxxxx, XX 00000 o Phone 000.000.0000 Est. 2003
UpTick
A Subsidiary of StoneRidge Capital, LLC.
6. IN THE EVENT OF TERMINATION. The Company keeps any initial deposit and the
Client is required to make any delinquent payments to the Company, unless the
Company shall have breached this Agreement.
7. CONTENT. All corporate profiles, press releases, and other written
announcements concerning the Client must be submitted and signed by an
authorized Officer of the Client prior to release by the Company. The Company
will not write, edit, or make any modifications to the information provided by
the Client.
8. SEVERABILITY.If any court of competent jurisdiction rules that any portion of
this Agreement is invalid for any reason, the remaining portions of this
Agreement shall nevertheless remain in full force and effect.
9. ATTORNEY'S FEES. If either party is required to hire an attorney to enforce
any of the terms and conditions of this Agreement, the prevailing party shall be
entitled to all reasonable attorney's fees and costs incurred by said party.
10. NOTICES. Any notice required or permitted under this Agreement shall be
effective upon the earlier of the time such notice is delivered through any
reputable overnight courier service) to the Company or the Client, or
seventy-two (72) hours after such notice is deposited in the U.S. Mail, postage
prepaid, addressed to the appropriate party at the address set forth herein and
sent by certified or registered mail.
Notice to the Company shall be sent to: Notice to the Client shall be sent to:
StoneRidge Capital, LLC SpeechSwitch Inc.
15024 North Ivory Dr. 000 Xx. 00
Xxxxxxxx Xxxxx, XX 00000 Xxxxxxx, XX 00000
Xxxxxx Xxxxxx Xxxxxx XxxxxxXxxxxx Xxxxxx
ATTENTION: ATTENTION:
XXXXXXX X. XXXX, CEO XXXXX XXXX, CEO
In the event the address of the Client or the Company changes, the party whose
address changed shall notify the other of such change in writing.
11. WAIVER OF BREACH.The waiver of either party of a breach of any provision of
the Agreement shall not operate or be construed as a waiver of any subsequent
breach by either party.
12. NON-ASSIGNABILITY. The obligations of the Company hereunder are proprietary
and neither the rights nor obligations under this Agreement may be assigned or
transferred by any party in any manner whatsoever, nor are such rights or
obligations subject to involuntary alienation, assignment or transfer, except
that they shall be binding upon and inure to the benefit of any successor of the
Client, whether by merger, sale of assets, reorganization or otherwise.
13. INTERPRETATIONS. To the extent permitted by the context in which used, (a)
words in the singular number shall include the plural, words in the masculine
gender shall include the feminine and neuter, and vice versa, and (b) references
to "persons" or "parties" in this Agreement shall be deemed to refer to natural
persons, corporations, general partnerships, limited partnerships, trusts and
all other entities. This Agreement
5/16/2007 Confidential
Page 2 of 3 Exhibit 10.1.doc
UpTick
A Subsidiary of StoneRidge Capital, LLC.
shall be construed in accordance with the
fair meaning of its language, and shall not be construed for or against the
party drafting it, solely because of such fact.
14. CAPTIONS. Captions and paragraph headlines used herein are for convenience
only and are not part of the terms hereof and shall not be deemed relevant in
construing the provisions hereof.
15. FINAL EXPRESSION:MODIFICATION. This Agreement is intended by the parties as
a final and exclusive expression of the terms of this consulting relationship
and supersedes all prior and contemporaneous agreements or understandings as to
this consulting relationship. This Agreement and the terms herein shall not be
changed, modified or rescinded except in writing signed by both parties. Any
attempt at oral modification or waiver of any provision shall be void and of no
effect.
16. COUNTERPARTS.This Agreement may be executed in one or more counterparts,
each of which shall constitute one and the same agreement.
17. GOVERNING LAW: Approvals. This Agreement is executed in, and shall be
governed by, the internal domestic laws of the State of Arizona.
18. INDEMNIFICATION. The Company shall indemnify and hold harmless the Client
and its officers, directors, employees, stockholders, affiliates, or agents
(collectively, the "Client's Parties") from and against, for and in respect of,
any and all any liabilities, obligations, damages, claims, expenses (including
reasonable legal fees and disbursements), and costs (collectively, the "Client's
Liabilities") incurred by them or any of them that arise out of or in connection
with or that relate to the performance of the Company pursuant to this
Agreement, except to the extent they arise from the negligence, willful or
intentional misconduct, or bad faith of the Client's Parties.
The Client shall indemnify and hold harmless the Company and its officers,
directors, employees, stockholders, agents, and affiliates or agents
(collectively, the "Company's Parties") from and against, for and in respect of,
any and all any liabilities, obligations, damages, claims, expenses (including
reasonable legal fees and disbursements), and costs (collectively, the
"Company's Liabilities") incurred by them or any of them that arise out of or in
connection with or that relate to the performance of the Client pursuant to this
Agreement, except to the extent they arise from the negligence, willful or
intentional misconduct, or bad faith of the Company's Parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused the same to be
executed, and agree thereby to the terms incorporated herein by specific
reference, as to the date first shown above.
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FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
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STONERIDGE CAPITAL, LLC SPEECHSWITCH INC.
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Xxxxxxx X. Xxxx Attn: Xxxxx Xxxx
Chief Executive Officer & President Title: Chief Executive Officer & President
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5/16/2007 Confidential
Page 3 of 3 Exhibit 10.1.doc
