INVESTOR RELATIONS SERVICE AGREEMENT
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This agreement ("agreement") is made and entered into February 2, 2004
("Effective Date") by and between Eclips Ventures International ("Eclips"), a
corporation based in the Netherlands, located at Xxxxxxxxxxxxx 000, 0000 XX,
Xxxxxxxxx and Network Installation Corp. ("Client"), a Nevada corporation
located at 00 Xxxxxxxxxx Xx., Xxxxxx, XX, XXX.
1. Terms
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Terms (first term) of this agreement will take effect on 02/02/04
("execution date") and will be terminated on 02/02/05.
2. Client Obligations
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2.1 Client shall provide Eclips with reliable corporate information and
contacts regarding Network Installations' business and stock in order to
facilitate Eclips' obligations hereunder.
2.2 Client shall provide information that is legally allowable under all SEC
and other government law in regards to statements made.
3. Liability
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3.1 Client understands that Eclips makes no warranties on results of the
investor relation program.
3.2 Client relieves Eclips from any losses, damages, monetary or
otherwise that may occur due to the investor relations program.
3.3 Eclips will not be responsible for any false claims or misleading
statements.
4. Recommendations
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4.1 Client understands that Eclips is not a broker dealer or registered
investment advisor and is not acting in any way to make recommendations to the
purchase of sale of any security.
4.2 Client understands that Eclips will make no offer to buy or sell
securities.
4.3 Eclips will recommend that any visitor/member/contact/subscriber
considering trading or investing in the publicly traded company Network
Installation Corp. (ticker: NWIS) do so only after speaking with a stockbroker
or registered financial advisor.
5. Fees
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5.1 Fees for the investor relation services will be delivered in accordance
with the following schedule.
Client will pay a fee of US$ 25,000 cash within 14 days of the effective date of
this contract. Client will pay 50,000 restricted shares of Network Installation
Corp. before 03/07/04.
5.2 Client understands that fees are non-refundable and binding upon
signature.
5.3 Eclips will make full disclosure of payment from client in
accordance with the requirements of the U.S. Securities and Exchange Commission
at all times.
6. Services to be performed
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During the term of this agreement, for the purpose of raising investor
awareness in Network Installation Corp., Eclips will provide services including
but not limited to:
- prepare a report on Network Installation Corp. and disseminate it to the
various databases of Eclips.
- produce a profile page of Network Installation Corp. and display the
information on the various internet properties it owns.
- write updates about Network Installation Corp. when newsworthy events occur
and disseminate the updates to the various databases and internet properties of
Eclips.
- interview an executive of Network Installation Corp. and place the interview
on its internet properties.
- handle part of the American and European media relations, shareholder and
investor communications for Network Installation Corp.
- utilize partner network to increase the investor awareness for Network
Installation Corp.
- introduce Network Installation Corp. to European and American financial
contacts.
7. Hold Harmless
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Eclips agrees to hold client harmless against any and all claims for loss,
liability, damages, judgments, civil charges arising out of or in connection
with the services done or to be performed and in connection with or arising out
of the acts or negligent omissions of Eclips.
Client agrees to hold Eclips harmless against any and all claims for loss,
liability, damages, judgments, civil charges arising out of or in connection
with the services done or to be performed and in connection with or arising out
of the acts or negligent omissions of client.
8. Notices
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Any notices required or permitted to be given under this Agreement shall be
sufficient if in writing sent via facsimile to the principal office of each
party.
9. Jurisdiction and Venue
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It is the intention of the parties hereto that this Agreement and the
performance hereunder and all suits and special proceedings hereunder bed
construed in accordance with and under pursuant to the laws of the United
States. Therefore, each of the parties hereby consents to the jurisdiction and
venue of the courts of the United States.
5. Entire Agreement
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This Agreement constitutes and embodies the entire understanding and
agreement of the parties and supersedes and replaces all prior understandings,
agreement and negotiations between the parties.
Eclips Ventures Intl. Network Installation Corp.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxx
Title: Managing Director Title: President & CEO
