EXHIBIT 10.27
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 29 day of March
1999 by and between: IPVoice Communications, Inc. , located at 0000 X.
xxxxxxxxxxx Xx. Xxx. 000, Xxxxxxxxx, Xxxxxxxx, 00000 (herein referred to as the
"COMPANY") and BUYING POWER NETWORK, located at 0000 X. Xxxxxxx Xxxxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000 engaged in providing financial public relations
services (hereinafter referred to as "CONSULTANT").
WITNESSETH THAT:
WHEREAS, the COMPANY requires financial public relations services and
desires to employ CONSULTANT to provide such services as an independent
contractor consultant, and CONSULTANT is agreeable to such employment, and the
parties desire a written document formalizing and defining their relationship
and evidencing the terms of their agreement;
NOW, THEREFORE, intending to be legally bound, and in consideration of
the mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT. The COMPANY hereby appoints CONSULTANT as its financial
public relations counsel and hereby retains and employs CONSULTANT, on the terms
and conditions of this Agreement. CONSULTANT accepts such appointment and agrees
to perform the services upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on Monday, March 29,
1999 and shall terminate on Wednesday, September 29,1999.
3. SERVICES
(a) CONSULTANT shall act, generally, as financial public
relations counsel, essentially acting (1) as liaison between the COMPANY and its
brokerage market; (2) as advisor to the COMPANY with respect to existing and
potential market makers, broker-dealers, and investors as well as being the
liaison between the COMPANY and such persons; and (3) as advisor to the COMPANY
with respect to communications and information (e.g., interviews, press
releases, financial media, etc.) As well as planning, designing, developing,
organizing, writing and distributing such communications and information with
the exception of Due Diligence Packages.
(b) CONSULTANT shall seek to make the COMPANY, its management,
its products, and its financial situation and prospects, known to the financial
press, publications and TV financial new programs, financial talk shows,
broker-dealers, institutional investors, market makers, investment advisors, and
other members of the financial community as well as the internet financial media
and the public generally.
(c) CONSULTANT, in providing the foregoing services, shall be
responsible for all costs of providing the services, not including out-of-pocket
expenses for postage, delivery service.
B.W. initial 1 T.R. initial
4. LIMITATIONS ON SERVICES. The parties recognize that certain
responsibilities and obligations are imposed by federal and state securities
laws and by the applicable rules and regulations of stock exchanges, the
National Association of Securities Dealers, in-house "due diligence" or
"compliance" departments of brokerage houses, etc. Accordingly, CONSULTANT
agrees:
(a) CONSULTANT shall NOT release any financial or other
information or data about the COMPANY without the consent, approval and
signature of the COMPANY, signatures on press releases are necessary.
(b) CONSULTANT shall NOT conduct any meetings with financial
investors without informing the COMPANY in advance of the proposed meeting and
the format or agenda of such meeting and the COMPANY may elect to have a
representative of the COMPANY attend at such meeting.
(c) CONSULTANT shall NOT release any information or data about
the COMPANY to any selected or limited person(s), entity, or group if CONSULTANT
is aware that such information or data has not been generally released or
promulgated.
(d) After notice by the COMPANY of filing for a proposed
public offering of securities of the COMPANY, and during any period of
restriction on publicity, CONSULTANT shall not engage in any public relations
efforts not in the normal course without approval of counsel for the COMPANY and
of counsel for the underwriter(s), if any.
5. DUTIES OF COMPANY
(a) COMPANY shall supply CONSULTANT, on a regular and timely
basis with all approved data and information bout the COMPANY, its management,
its products, and its operations and COMPANY shall be responsible for advising
CONSULTANT of any facts which would affect the accuracy of an y prior data and
information previously supplied to CONSULTANT so that CONSULTANT may take
corrective action.
(b) COMPANY shall promptly supply CONSULTANT: with full and
complete copies of all filings with all federal and state securities agencies,
with full and complete copies of all shareholder reports and communications
whether or not prepared with CONSULTANT'S assistance; with all data and
information supplied to any analyst, broker-dealer, market maker, or other
member of the financial community; and with all product/services brochures,
sales materials, etc. (this is usually a due diligence package.)
(c) COMPANY shall promptly notify CONSULTANT of the filing of
any registration statement for the sale of securities and of any other event
which triggers any restrictions on publicity.
(d) COMPANY shall contemporaneously notify CONSULTANT if any
information or data being supplied to CONSULTANT has not been generally released
or promulgated. A signature on material will do - CONSULTANT does deliver
minimum disclosure.
6. REPRESENTATION AND INDEMNIFICATION
(a) The COMPANY shall be deemed to make a continuing
B.W. initial 2 T.R. initial
representation of the accuracy of any and all material facts, material,
information, and data which it supplies to CONSULTANT and the COMPANY
acknowledges its awareness that CONSULTANT will rely on such continuing
representation in disseminating such information and otherwise performing its
public relations functions.
(b) CONSULTANT, in the absence of notice in writing from
COMPANY, will rely on the continuing accuracy of material, information, and data
supplied by the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and
to hold CONSULTANT harmless from, any claims, demands, suits, loss, damages, and
etc. arising out of CONSULTANT's reliance upon the accuracy and continuing
accuracy of such facts, material, information, and data, unless CONSULTANT has
been negligent in fulfilling the duties and obligations hereunder.
(d) COMPANY hereby authorizes CONSULTANT to issue, in
CONSULTANT'S sole discretion, corrective, amendatory, supplemental, or
explanatory press releases, shareholder communications and reports, or data
supplied to analysts, broker-dealers, market makers, or other members of the
financial community.
7. COMPENSATION
(a) Buying Power Network, in providing the foregoing services,
shall be responsible for all costs incurred except company will be responsible
for mailing of due diligence requests (or expenses for preparation and mailing
of due diligence packages by Buying Power Network). Your cost in expense fees
will be as follows: $40,000 shares of free-trading common stock or cash or a
combination of both upon signing contract. $30,000 shares of free trading common
stock or cash or a combination of both on 2nd contract month and $25,000 shares
of free trading common stock or cash or a combination of both 3rd contract
month. The remaining contract months will be an option program as will be
proposed under separate cover.
8. BILLING AND PAYMENT. The monthly basic fee provided for in Paragraph
7(a) shall be due and payable without billing. Xxxxxxxx and payments for special
services (Paragraph 7)
shall be as agreed.
9. RELATIONSHIP OF PARTIES. CONSULTANT is a Florida Corporation,
responsible for compensation of its agents, employees and representatives, as
well as all applicable withholding therefrom and taxes thereon (including
unemployment compensation) and all workmen's compensation insurance. This
Agreement does not establish any partnership, joint venture, or other business
entity or association between the parties and neither party is intended to have
any interest in the business or property of the other.
10. TERMINATION. This agreement may be terminated by either party prior
to the expiration of the term provided in Paragraph 2 above only in writing at
least five business days prior to the expiration of current contract month. If
this should happen, Company is responsible for all expenses to that date. All
stock left in B.P.N.'s account upon any cancellation date, will be returned to
Company minus expenses to that date.
11. ATTORNEY FEES. Should either party default in the terms or
conditions of this Agreement and suit be filed as a result of such default, the
prevailing party shall be entitled to recover
B.W. initial 3 T.R. initial
all costs incurred as a result of such default including all costs and
reasonable attorney fees, expenses and court costs through trial and appeal.
12. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the other party.
13. ASSIGNMENT. The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the parties.
14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail,
return receipt requested, to the principal office of the party being notified.
15. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties and may be modified only by agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement shall be governed for all purposes by the
laws of the State of Florida. If any provision of this Agreement is declared
void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.
BUYING POWER NETWORK
By: /s/ Xxxxx Xxxxxxx Date 3/29/99
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Xxxxx Xxxxxxx, President/CEO
Buying Power Network
IP Voice Communications, Inc.
By: /s/ Xxxxxxx X. Will Date 3/30/99
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Xxxxxxx X. Will, President
IP Voice Communications, Inc.
B.W. initial 4 T.R. initial
