Exhibit 10.4
THE AGREEMENT
THIS AGREEMENT made and entered into this 1st day of April 2004, by and between
RM Communications, hereinafter referred to as RMC or the Corporation and
AmeriChip International Inc., hereinafter referred to as the Company.
WITNESSETH:
For and in consideration of the mutual promises and covenants contained herein
the parties hereto agree as follows:
1 ENGAGEMENT. Company hereby hires and engages RMC as an independent
contractor on a non-exclusive basis; and, RMC does hereby accept engagement as
an independent contractor by the Company upon the terms and conditions
hereinafter set forth.
2 TERM. The term of this agreement shall be from the 23rd day of April 2004,
through the 22nd day of April 2005.
3 DUTIES AND OBLIGATIONS OF RMC.
RMC shall have the following duties and obligations under this Agreement:
o Posting of press releases as required to the website.
o URL registration, administration and hosting of website for 12
months.
o Continue to review company literature, filings, competitors,
industry, etc. to maintain a full understanding of the company.
o Recommend / consult on any required communications equipment,
materials for investor / corporate speaking / tradeshow /
salesperson / B2B opportunities.
o The creation of an AmeriChip branded bi-annual industry newsletter
template for distribution to employees, investors, the investment
community and suppliers. This piece would speak to the goings on of
the previous 6 months, hints of the future, outstanding
contributions and events, people, trends, education, etc. Content to
be provided by AmeriChip.
o The creation of 3 more e-flyers targeted to specific industry /
investment segments [1] the AmeriChip process & acquisition target
exit strategy opportunity [targeted to acquisition opportunities];
2] institutional investors [could include if available news on the
move to [i.e] another exchange?]; 3] AmeriChip the Company targeted
at individual investors via the mass market [investment
opportunity]. These would be distributed by purchasing targeted
lists from a 3rd party.
o Each of the e-flyers would be accompanied by a 2 pager, independent
Report style hardcopy hand out which would be distributed by
brokers, IR firms and possibly by a 3rd party targeted mass mailer.
o Background structure integration of acquisition websites to link
into the existing AmerChip website, ensure ownership of URL's and
centralize hosting / posting / email activities.
o Assist management with the branding of materials associated with any
acquisition [vendor integration package: i.e. forms, invoices,
etc.].
o Upgrades to the website / email infrastructure as needed.
o Creation of an animated online / emailable Annual report as well as
basic B&W hard copy handout that meets regulatory approval.
o Marketing and Branding advice and consultation services as they
relate to ongoing AmeriChip business activities.
o PR and IR firm as well as media training introductions if required.
4 RMC COMPENSATION. Company hereby covenants and agrees to pay, a total
compensation to RMC of the following: Retainer:
o $3,500.00 / month CDN [retainer is for access to RM Communications
Managing Partners Xxxxx Xxxxx or Xx XxXxxxxx for up to 10 hours per
month]. This amount is payable in quarterly prepaid installments of
$10,500 prior to the start of each quarterly segment.
Securities:
This the balance of the payment for the products and services described above.
o 200,000 free trading shares accompanied by a letter of non
restriction upon signing of agreement.
o 600,000 3 year exercisable warrants at .25 cents USD [04/05/01 -
07/05/01] payable in increments of 150,000 at the start of each
quarter accompanied by a letter of non restriction.
Payment:
o Payment for all RM Communications related services [retainer and /
or securities] describe within this agreement is to be made to:
Xxxxxx XxXxxxxx
00000 Xxx Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
Tel: 000-000-0000
All prices quoted are exclusive of applicable taxes and are payable in CDN
currency. Specific hourly rates and billing policies have been previously
supplied and are current as at May 1, 2004. Remuneration is for specific
services describes herein and does not include travel or expenses incurred with
respect to any request or project not described herein. Be advised that
printing costs and costs associated with Wire Services and translation are
extra. All creations are provided as "one offs" and are the property of RM
Communications until all contractual commitments and payments on the part of
AmeriChip International Inc. have been fulfilled. To successfully complete all
work as described, and within the timeline requested, we will require AmeriChip
International Inc.'s commitment to the efficient transfer of any required
materials and the readily available assistance of key individuals for the
sign-off process.
5 RMC EXPENSES AND COSTS.
Company shall pay all costs and expenses incurred by RMC, its directors,
officers, employees, and agents, in carrying out its duties and obligations
pursuant to the provisions of this Agreement, excluding RMC general and
administrative expenses and costs, but including and not limited to the
following costs and expenses; provided, all cost and expense items in excess of
$1,000.00 are approved by the Company or described within this agreement prior
to RMC incurrence of the same:
o Travel expenses, enclosing, but limited to transportation, lodging
and food expenses, when such travel is conducted on behalf of the
Company.
o Seminars, expositions, and "road" shows.
o Radio, television and print media advertising insertion / placement
costs.
o Daily and hourly fees and costs incurred in preparation of nay
reports, materials or tools or consultation meeting.
o Printing and publication costs of communications, advertising and
marketing materials. Telephone, fax and internet costs related to
services provided to or on behalf of the Company.
o Printing and publication costs of Company materials and tools.
o Translation costs as they relate to verbal, written or graphical
applications for the Company.
o Where RMC has been paid in advance for products and services from
second or third party contractors the Company shall pay to RMC all
net invoiced costs and expenses [as evidenced by original invoice
copy, plus an administrative fee of 20%, within ten (10) days of
receipt of RMC written invoice for the same.
6 COMPANY'S DUTIES AND OBLIGATIONS
Company shall have the following duties and obligations under this Agreement.
o Cooperate fully and timely with RMC so as to enable RMC to perform
its obligations under this Agreement.
o The Company will act diligently and promptly in reviewing materials
submitted to it from time to time by RMC and to inform RMC of any
inaccuracies contained therein prior to the dissemination of such
materials.
o Promptly pay the compensation due RMC under the provisions of this
Agreement.
7 NONCIRCUMVENTION.
Company, its officers, directors, employees, agents, and affiliates agree, upon
RMC disclosure and/or introduction to related suppliers and / or business or
personal, not to circumvent, avoid, bypass, or obviate, directly or indirectly,
RMC rights under this Agreement.
8 NONDISCLOSURE.
Except as may be required by law, Company, its officers, directors, employees,
agents and affiliates shall not disclose the contents and provisions of this
Agreement to any individual or entity without RMC written consent.
9 DISCLAIMER BY RMC.
RMC MAY BE THE PREPARER AND PUBLISHER OF CERTAIN MATERIALS CONCERNING THE
COMPANY. RMC MAKES NO REPRESENTATIONS AND WARRANTIES THAT ITS SERVICES (i) WILL
RESULT IN ANY ENHANCEMENT TO THE COMPANY; (ii) CAUSE THE BID AND/OR ASK PRICE OF
THE COMPANY'S PUBLICLY TRADED SECURITIES TO INCREASE; (iii) WILL CAUSE ANY
PERSON TO PURCHASE THE COMPANY'S SECURITIES; OR, (iv) WILL CAUSE ANY PERSON TO
LEND MONEY TO OR INVEST IN OR WITH THE COMPANY.
10 RM COMMUNICATIONS AGREEMENT.
RMC acknowledges that during the performance of its duties and obligations
pursuant to this Agreement it shall receive information on the Company which is
not known to the public; i.e., confidential information. RMC will use the
Company's confidential information only for the purposes of fulfilling its
duties and obligations under this Agreement and for no other purpose; nor, shall
RMC disclose to others such confidential information, except to those
individuals or entities who are directly involved in RMC's performance under
this Agreement. RMC obligations of confidentiality shall not apply to
information (i) known to or owned by RMC prior to the date of this Agreement,
(ii) developed by RMC independent of the Company, (iii) was at the time of
disclosure to RMC or thereafter became public acknowledge through no fault or
omission of RMC; or, (iv) was lawfully obtained by RMC from a third party under
no obligation of confidentiality to the Company. Upon completion of its services
and upon the Company's written request, all materials, including original
documentation, provided by the Company to RMC will be returned to the Company,
(v) all officers and employees of RMC are to strictly adhere and abide to the
SEC disclosure act of 2000.
11 OWNERSHIP OF MATERIALS.
It is understood and agreed that all materials and all elements obtained,
developed or created by RMC as part of this agreement will become the exclusive
property of the Company at all times and for all purposes upon payment in full
of any monies or securities owed to RMC by the Company as per the terms and
conditions of this agreement.
12 LIMITATION OF RMC LIABILITY.
If RMC fails to perform its duties and obligations hereunder, its maximum
liability to the Company shall not exceed the lesser of (i) the amount of cash
compensation RMC has received from the Company under Paragraph 4 of this
Agreement; or, (ii) the actual damage suffered by the Company as a result of
such non-performance. IN NO EVENT WILL RMC BE LIABLE FOR ANY INDIRECT, SPECIAL,
OR CONSEQUENTIAL DAMAGES NOR FOR NAY CLAIM AGAINST THE COMPANY BY ANY PERSON OR
ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT.
13 NOTICES & PAYMENT OF SERVICES.
The name Xxxxxx XxXxxxxx is to appear on all securities, cheques and payments
for services. Any notice or other communication required or permitted to be
given hereunder shall be in writing, and shall be deemed to have been duly given
when delivered personally or sent by registered or certified mail, postage
prepaid to the Parties hereto at their addresses indicated hereinafter. Either
party may change his or its address for the purpose of this paragraph by written
notice similarly given. Parties addresses are as follow:
COMPANY: CORPORATION:
AmeriChip International Inc. RM Communications
00000 X 0 Xxxx Xxxx 461 Xxxxx Xx., Unit 25
Detroit, Michigan Xxxxxxx, Xxxxxxx, Xxxxxx
00000 X0X 0X0
Tel: 0 000-000-0000 Tel: 000-000-0000
13 ENTIRE AGREEMENT.
This Agreement represents the entire Agreement between the parties in relation
to the subject matter hereof and supersedes all prior agreements between such
parties relating to such subject matter.
14 AMENDMENT OF AGREEMENT.
This Agreement may be altered or amended, in whole or in part, only in writing
signed by the party against whom enforcement is sought.
15 WAIVER.
No waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other subsequent breach or condition, whether of a like or
different nature.
16 CAPTIONS.
The captions appearing in this Agreement are inserted as a matter of convenience
and for reference and in no way affect this Agreement, define, limit or
describe its scope or any of its provisions.
17 LEGAL.
This Agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario. Venue shall be Xxxxxxx, Xxxxxxx, Xxxxxx.
18 BENEFITS.
This Agreement shall inure to the benefit of and be binding upon the parties
hereto, their heirs, personal representatives, successors and assign.
19 SEVERABILITY.
If any provision of this Agreement shall be held to be invalid or unenforceable,
such invalidity or unenforceability shall attach only to such provision and
shall not in any way affect or render invalid or unenforceable any other
provision of this Agreement, and this Agreement shall be carried out as if such
invalid or unenforceable provision were not contained herein.
20 NUMBER OF PARTIES.
The singular shall include the plural and the plural the singular and one gender
shall include all genders. As used in this Agreement the term Affiliate means a
person, directly or indirectly through one or more intermediaries, controls or
is controlled by, or is under control with, the Company.
21 CURRENCY.
Monies used in this Agreement shall be identified as Canadian dollars by CDN.
22 MULTIPLE COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of such counterparts shall constitute one
(1) instrument.
23 CANCELLATION.
Under the terms of this Agreement, this Agreement may not be canceled for the
first one hundred and eighty (180) days. After the 150th day, Client may resign
RMC service for any subsequent period of time upon thirty (30) days written and
delivered notice to RMC.
24 REPORTS.
RMC shall provide Company with a written reports of activities within 30 days of
a written request during the term of this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
AmeriChip International Inc. RM Communications
Name Xxxx Xxxxxxx Name Xxxxx XxXxxxxx
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Signature /s/ Xxxx Xxxxxxx Signature /s/ Xxxxx XxXxxxxx
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Title Chief Operating Officer Title Managing Partner
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Date May 1, 2004 Date May 1, 2004
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