EXHIBIT 10.6
THIS CORPORATE CONSULTING AGREEMENT made as of the l1th day of January 2006,
BETWEEN:
IN TOUCH MEDIA GROUP, INC. a company subsisting under the laws of the
State of Florida and having its head office at 000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxx
("IN TOUCH MEDIA GROUP, INC.")
AND:
COMPASS INTERNATIONAL CONSULTING, a company with offices in the provinces of
Ontario, Canada and British Columbia, Canada (Head office - 0000 00xx Xx. Xxxxx,
XX V 4M 3K8)
("COMPASS INTERNATIONAL CONSULTING")
WHEREAS:
A. IN TOUCH MEDIA GROUP, INC. requires the services of a company capable
of providing Corporate Communication services (collectively, the
"Services"); and
B. COMPASS INTERNATIONAL CONSULTING is ready, willing and able to provide
the Services on the terms and conditions set forth in this Agreement;
NOW THEREFORE in consideration of the mutual covenants contained herein, the
parties hereto agree each with the other as follows:
1. CONSULTING SERVICES
1.1 Subject to the approval of any governing regulatory authority or stock
exchange, if required, IN TOUCH MEDIA GROUP, INC. shall retain Compass
International Consulting to provide the Services, the particulars of
which are set out in section 4 of this Agreement, and COMPASS
INTERNATIONAL CONSULTING shall provide the Services on the terms and
conditions of this Agreement.
1.2 COMPASS INTERNATIONAL CONSULTING shall have no right or authority,
express or implied, to commit or otherwise obligate IN TOUCH MEDIA
GROUP, INC. in any manner whatsoever, except to the extent specifically
provided for herein or specifically authorized in writing by In Touch
Media Group, Inc.
2. TERM
2.1 The term of this Agreement shall begin on January 11, 2006 and, unless
sooner terminated as provided for in section 7 of this Agreement, shall
expire on the January 11th, 2007. IN TOUCH MEDIA GROUP, INC. will have
the option to renew this Agreement for an additional
Twelve (12) months under the same terms of this Agreement. In the event
that either party chooses to terminate the contract, 30 days notice
from either party will be required.
3. COMPENSATION
As compensation for services under this Agreement, COMPASS
INTERNATIONAL CONSULTINg shall receive One million two hundred and
fifty thousand (1,250,000) common shares as compensation for corporate
consulting assistance and warrants to acquire 1,200,000 shares of ITOU.
3.1 COMPASS INTERNATIONAL CONSULTING shall absorb all expenses incurred in
providing Services to IN TOUCH MEDIA GROUP, INC. pursuant to this
Agreement.
4. SERVICES TO BE PROVIDED
4.1 COMPASS INTERNATIONAL CONSULTING agrees, at its expense, to effect
communications between IN TOUCH MEDIA GROUP, INC. and its shareholder
base, prospective investors and the investment community as a whole,
the details of which have been clearly defined in Schedule "A" of this
Agreement.
4.2 COMPASS INTERNATIONAL CONSULTING agrees, at its expense, to further
provide marketing and branding services intended to raise awareness
amongst prospective investors and the investment community as a whole,
the details of which have been clearly defined in Schedule "A" of this
Agreement.
4.3 In performing the Services under this Agreement, COMPASS INTERNATIONAL
CONSULTING shall comply with all applicable corporate, securities and
other laws, rules, regulations, notices and policies, including those
of any applicable Stock Exchange, and, in particular, COMPASS
INTERNATIONAL CONSULTING shall not:
(a) release any financial or other information or data about In
Touch Media Group, Inc., which has not been generally released
or promulgated, without the prior approval of IN TOUCH MEDIA
GROUP, INC.;
(b) conduct any meetings or communicate with financial analysts
without informing IN TOUCH MEDIA GROUP, INC. in advance of the
proposed meeting and the format or agenda of such meeting;
(c) release any information or data about IN TOUCH MEDIA GROUP,
INC. to any selected or limited person, entity, or group if
COMPASS INTERNATIONAL CONSULTING is aware or ought to be aware
that such information or data has not been generally released
or promulgated; and
(d) after notice by IN TOUCH MEDIA GROUP, INC. of filing materials
for a proposed public offering of securities of IN TOUCH MEDIA
GROUP, INC., and during any period of restriction on
publicity, COMPASS INTERNATIONAL CONSULTING shall not engage
in
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any public relations efforts not in the normal course without
the prior approval of counsel for IN TOUCH MEDIA GROUP, INC.
and of counsel for the underwriter(s), if any.
5. DUTIES OF COMPANY
5.1 IN TOUCH MEDIA GROUP, INC. shall supply COMPASS INTERNATIONAL
CONSULTINg, on a regular and timely basis, with all approved data and
information about IN TOUCH MEDIA GROUP, INC., its management, products
and operations, and IN TOUCH MEDIA GROUP, INC. shall be responsible for
advising COMPASS INTERNATIONAL CONSULTINg of any facts which would
affect the accuracy of any prior data or information previously
supplied to COMPASS INTERNATIONAL CONSULTING. IN TOUCH MEDIA GROUP,
INC. will make its best efforts to make officers and executives
available for interviews, Q&A sessions and other investor
communications. IN TOUCH MEDIA GROUP, INC. will use its best efforts to
respond to reasonable questions put forth by shareholders and
prospective investors.
5.2 IN TOUCH MEDIA GROUP, INC. shall contemporaneously notify COMPASS
INTERNATIONAL CONSULTING if any information or data being supplied to
COMPASS INTERNATIONAL CONSULTING that has not been generally released
or promulgated.
6. REPRESENTATIONS AND WARRANTIES
COMPASS INTERNATIONAL CONSULTING represents and warrants to, and
covenants with, IN TOUCH MEDIA GROUP, INC. as follows:
(a) COMPASS INTERNATIONAL CONSULTING and its agents, employees and
consultants, will comply with all applicable corporate and
securities laws and other laws, rules, regulations, notices
and policies, including those of any applicable Stock
Exchange;
(b) COMPASS INTERNATIONAL CONSULTING will, and will cause its
employees, agents and consultants to, act at all times in the
best interests of IN TOUCH MEDIA GROUP, INC.; and
(c) COMPASS INTERNATIONAL CONSULTING has not been subject to any
sanctions or administrative proceedings by any securities
regulatory authority.
7. TERMINATION
7.1 In the event that either company (COMPASS INTERNATIONAL CONSULTING OR
IN TOUCH MEDIA GROUP, INC.) materially breaches any term of this
Agreement, EITHER COMPANY may immediately terminate this Agreement with
"cause".
7.2 In the event of termination by IN TOUCH MEDIA GROUP, INC. pursuant to
paragraph 7.1, all amounts otherwise payable to COMPASS INTERNATIONAL
CONSULTING pursuant to the terms of section 3 shall cease and
terminate, and COMPASS INTERNATIONAL CONSULTING will return all
material provided by IN TOUCH MEDIA GROUP, INC.
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7.3 In the event of termination by COMPASS INTERNATIONAL CONSULTING
pursuant to paragraph 7.3, or termination of this agreement by IN TOUCH
MEDIA GROUP, INC. without cause, all amounts otherwise payable to
COMPASS INTERNATIONAL CONSULTING for the remaining and complete term of
this agreement, pursuant to the terms of Section 3, shall become
immediately due and payable and COMPASS INTERNATIONAL CONSULTING will
return all material provided by IN TOUCH MEDIA GROUP, INC.
8. NOTICE
8.1 Any notice, commitment, election or communication required to be given
hereunder by either party to the other party, in any capacity shall be
deemed to have been well and sufficiently given if facsimiled or
delivered to the address of the other party as set forth on page one of
this Agreement, or as later amended by either party from time to time
in writing.
8.2 Any such notice, commitment, election or other communication shall be
deemed to have been received on the third business day following the
date of delivery.
9. GENERAL
9.1 All references to currency herein are to currency of the United States
of America.
9.2 The rights and interests of the parties under this Agreement are not
assignable.
9.3 Time is of the essence of this Agreement.
9.4 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, personal
representatives, heirs and assigns.
9.5 If anyone or more of the provisions contained in this Agreement should
be invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such
provision or provisions will not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in
any way be affected or impaired thereby, unless in either case as a
result of such determination this Agreement would fail in its essential
purpose.
9.6 The heading and section numbers appearing in this Agreement or any
schedule hereto are inserted for convenience of reference only and
shall not in any way affect the construction or interpretation of this
Agreement.
9.7 This Agreement shall be construed and enforced in accordance with, and
the rights of the parties to this Agreement shall be governed by, the
laws of British Columbia, Canada and each of the parties hereby
irrevocably attorn to the jurisdiction of the courts of British
Columbia, Canada.
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9.8 COMPASS INTERNATIONAL CONSULTING is an independent contractor,
responsible for compensation of its agents, employees and
representatives, as well as all applicable withholdings there from and
taxes thereon. This Agreement does not establish any partnership, joint
venture, or other business entity or association between the parties.
9.9 This Agreement shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between the
parties in respect of the subject matter of this Agreement.
9.10 The parties shall promptly execute or cause to be executed all
documents, deeds, conveyances and other instruments of further
assurance which may be reasonably necessary or advisable to carry out
fully the intent of this Agreement.
9.11 This Agreement may be executed in as many counterparts as may be
necessary and by facsimile, each of such counterparts so executed will
be deemed to be an original and such counterparts together will
constitute one and the same instrument and, notwithstanding the date of
execution, will be deemed to bear the date as of the day and year first
above written.
IN TOUCH MEDIA GROUP, INC.
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Xx. Xxxxx Xxxxxxxx, President
COMPASS INTERNATIONAL CONSULTING
--------------------------------
Xx. Xxxxxx Xxxxx, President
--------------------------------
Xx. Xxxx Xxxxxx, CEO
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Initials Initials
IN TOUCH MEDIA GROUP, INC. COMPASS INTERNATIONAL CONSULTING
Date: Date:
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