EXHIBIT 10.52
PRBROADCAST CONSULTING AGREEMENT
This is an agreement dated and effective this 17th day of August, 2004 by
and between B. Xxxxxxx Xxxxxxxx/PRBroadcast Inc., a company organized under the
laws of the State of Florida having its principle office at 000 xxxxx Xxxxxx
Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as The Company),
and Guardian Technology Intl. Inc.., (OTCBB Symbol: GDTI, hereinafter referred
to as The Client).
RECITALS
I. The Client desires to obtain financial consulting services from The
Company as more particularly described herein ("Scope of Services and Manner of
Performance").
II. The Company is in the business of providing such consulting services
and has agreed to provide the services on the terms and conditions set forth in
this agreement.
Now, therefore, in consideration of the faithful performance of the
obligations set forth herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, The Company and The
Client hereby agree as follows.
TERMS
1. Scope of Services. The Company will perform financial consulting and investor
relations services on a non exclusive basis for and on behalf of The Client in
relation to interactions with broker-dealers, shareholders and members of the
public and will consult with and advise The Client on matters pertaining to
company investor/public relations, business modeling and development and
preparation of press releases and will perform services including:
a. Press Release Dissemination and media Campaigns
b. Investor and Brokerage conference calls
c. Media submissions and Radio Campaigns
d. Analyst Reports.
2. Manner of performance. The Company will provide research on The Client and
distribute Client material to institutions, portfolio managers, broker-dealers,
financial advisers and other persons whom The Company determines, in
consultation with The Client, are capable of disseminating such information to
the general public. The Company will also advise The Client concerning investor
relations and promotional matters relating to its business. The Company will act
upon The Client's behalf in the investment community, with existing shareholders
and the public. Anything to the contrary not withstanding, The Company will not
disseminate any information or documentation relating to The Client without The
Client's written approval, which shall be within The Client's sole discretion.
It is expressly agreed and acknowledged that The Company will not be expected to
provide investment advice or recommendations regarding The Client to anyone. The
Company will focus on contracting persons, generally though conventional
communications in order to familiarize them with information concerning The
Client. Additionally, The Company shall be available for advice and counsel to
the officers and directors of The Client at such reasonable and convenient times
and places as may be mutually agreed upon. Except as aforesaid, the time, place
and manner of performance of the services hereunder, including the amount of
time allocated by the Company, shall be determined at the sole discretion of The
Company but, in any event, The Company shall allocate such time as may be
necessary for it to perform its obligations under this Agreement
EXHIBIT 10.52
3. Status of The Company. The Company shall act as an independent contractor and
not as an agent or employee of The Client and The Company shall make no
representation as an agent or employee of The Client. The Company shall furnish
insurance and be responsible for all taxes as an independent contractor. The
Company shall have no authority to bind The Client or incur other obligations on
behalf of The Client. Likewise, The Client shall have no authority to bind The
Company or incur obligations on behalf of The Company.
4. Disclosure of Material Events. The Client agrees to disclose to The Company
in a timely manner those events/discoveries which are known and/or anticipated
that may reasonably be expected to have an impact on the stock, business
operations, future business, or public perception of The Client, as this has a
material impact on the ability and effectiveness of The Company and service
rendered.
5. Confidentiality Agreement. In the event The Client discloses information to
The Company that The Client considers to be secret, proprietary or non-public
(collectively "Confidential Information") and so notifies The Company, The
Company agrees to hold such Confidential Information in confidence. Confidential
Information shall be used by The Company only in connection with the services
rendered by it under this Agreement and shall not be disseminated without The
Client's written approval, which shall be within The Client's sole discretion.
Confidential Information shall not be deemed to include information which a) is
in or becomes in the public domain without violation of this Agreement by The
Client, or b) is rightfully received from a third entity having no obligation to
The Client to keep such information confidential and without violation of this
Agreement. In reciprocal, The Client agrees to hold confidential all trade
secrets of and proprietary methods employed by The Company in fulfillment of the
services it renders pursuant to this Agreement that are designated as trade
secrets or proprietary methods by The Company in writing to The Client.
6. Indemnification. The Client agrees to indemnify and hold harmless The Company
against any losses, claims, damages, liabilities and/or expenses (including any
legal or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) to which The Company is willing and capable
of providing services on a "Best Efforts" basis. The Company cannot be held
liable for negative stock activity unless it can be shown that this activity
comes as a direct result of willful, negligent, in appropriate and illegal
representation or misrepresentation by The Company. The Company cannot and will
not provide a guarantee as to anticipated stock price, performance and/or
trading volume. The Company agrees to indemnify and hold harmless The Client
against any losses, claims, damages, liabilities and/or expenses (including any
legal or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) resulting from the negligence or willful
misconduct of The Company in the performance of its services hereunder.
EXHIBIT 10.52
7. Conflict of Interest. The Company shall be free to perform services for other
persons not engaged in the businesses in which The Client is engaged. The
Company will notify The Client prior to performing consulting services for any
other client that could conflict with The Company's obligations under this
Agreement, after which The Client may terminate this Agreement by notice to The
Company within ten business days after receipt of such notice from The Company.
8. Term. Refer to Schedule A.
9. Scope of Services. Refer to Schedule B.
10. Payment. Refer to Schedule C.
11. Severability. In the event any part of this agreement shall be held to be
invalid by any competent court or arbitration panel, this agreement shall be
interpreted as if only that part is invalid and that the parties to this
agreement will continue to execute the rest of this agreement to the best of
their abilities unless both parties mutually consent to the dissolution of this
agreement.
12. Representations and Warranties. Each party hereby represents, warrants and
covenants to the other that it is an entity validly existing pursuant to the
laws of the state in which it is organized and has the full power and authority
to carry out the terms of this Agreement. The person signing this Agreement is
duly authorized to so execute the same and this Agreement will be valid and
binding on such party in accordance with its terms. The execution, delivery and
performance of this Agreement will not violate any other agreement or instrument
to which such party is a party.
13. Governing Law. This Agreement shall be interpreted accordance with laws of
the State of Virginia.
14. Entire Agreement. This Agreement and attached schedules constitute the
entire contract of the parties with respect to the matters addressed herein and
no modifications of this Agreement shall be enforceable unless in writing signed
by both The Company and The Client. This agreement is not assignable by either
party without the consent of the other.
(signature page to follow)
EXHIBIT 10.52
In witness whereof The Company and The Client have caused this
agreement to be executed on the date indicated in Schedule A.
PRBroadcast Inc./B.Xxxxxxx Xxxxxxxx
/s/ B.Xxxxxxx Xxxxxxxx Title CEO Date 8/20/04
Guardian Technology Intl Inc.(OTCBB:GDTI)
/s/ X.X. Xxxxxx Title President Date 8/20/04
SCHEDULE A
Term of Commitment
(A) This Agreement shall be for a term of four (4) months unless earlier
terminated as provided herein. The Company shall receive additional fees on a
pre-approved in writing basis by the Client for any additional services not
covered in this Agreement including postage, travel and administrative expenses
not covered by this Agreement. Company will work with the Client on a
non-exclusive basis. This Agreement may be terminated at any time on the express
consent of both parties.
The Company shall commence providing services when it receives the first payment
as outlined in Schedule C, and shall continue accordingly upon timely receipt of
additional payments.
SCHEDULE B
1) Introduction to expanded shareholder base through National Radio
Show campaigns, webcast interviews and extensive financial web site
network.
2) Unlimited Industry Press Release drafting and dissemination through
Comtex, Knobias, and BusinessWire Network .
3) Broker-Dealer conference calls and dissemination of corporate facts
sheet to investment community including broker-dealers, investment
funds and clubs, independent investor network.
4) CEO interviews via Internet Webcast, and investor email databases.
5) Press Release dissemination
SCHEDULE C
PAYMENT FOR SERVICES
$5,000 per month during the term of this Agreement beginning from the date of
execution of this Agreement.
