SERVICES AGREEMENT
SERVICE AGREEMENT (the "Agreement") made as of the 30th day
of June, 1997 by and between Red Oak Hereford Farms
("Client") and Gemsbok Programming, Inc. (the "Consultant"
or "Gemsbok").
WITNESSETH:
WHEREAS, the Consultant is engaged in providing investor
communications services and data regarding corporations;
WHEREAS, the Client's stock is publicly traded over the
counter;
WHEREAS, in order to enhance the efficiency with which
investor and shareholder inquiries are handled, Client
desires to engage the Consultant to provide certain investor
communications services and the Consultant desires to accept
such engagement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the
parties hereby agree as follows:
ARTICLE 1
SERVICES OF THE CONSULTANT
1.1 Engagement and Acceptance. Clients hereby engages the
Consultant as the provider of investor and shareholder
communications of the Client and the Consultant hereby
accepts such engagement.
1.2 Consulting Services. During the term of Consultant's
engagement hereunder, the Consultant shall provide to Client
the services set forth on Schedule A attached hereto and
incorporated by reference herein. The parties may from time
to time add or delete such services required of the
Consultant by reflecting such addition or deletion on a
Schedule A-1 in the form attached hereto. Any such
amendment shall become effective when a Schedule A-1 is
executed by each of the parties hereto.
1.3 Compliance with Securities Laws. The Consultant shall
take all necessary and appropriate action to comply with
applicable securities laws and regulations of the United
States and the several states and to comply with the
applicable rules and regulations of the NASD.
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ARTICLE 2
OBLIGATIONS OF THE CLIENT
2.1 Information. Client shall supply, at Clients' sole cost
and expense, the Consultant with all data and information
about the Client, its management, its products and its
operations ("Information") in written form suitable for
distribution ("Materials"). Client shall promptly notify
Consultant of any change in the Information and supply
Consultant with updated Materials.
2.2 Materials. The Client shall promptly supply the
Consultant with:
(a) full and complete copies of all filings of
documents filed with federal and state securities
agencies;
(b) full and complete copies of all stockholder reports
and press releases;
(c) all data and information supplied to any analyst,
broker-dealer, market maker or other member of the
financial community; and
(d) all product or services brochures, sales materials
of similar Materials that describe Client's products or
services.
2.3 Quiet Period. Client shall, contemporaneously with any
such filing, notify the Consultant of the filing of any
registration statement for the sale of securities and of any
other event which imposes any restrictions on publicity.
2.4 Reliance. The Client shall be deemed to make a
continuing representation of the accuracy of any and all
Information and Materials that it supplies to the
Consultant. Client acknowledges that the Consultant will
rely on such continuing representation in disseminating such
information and otherwise performing its duties hereunder.
2.5 Indemnification. Client agrees to indemnify, hold
harmless and defend Gemsbok, its shareholders, officers,
directors, agents and employees (each an "Indemnified
Party") against any and all claims that may be made against
any Indemnified Party as direct or indirect result of any
inaccuracy or incompleteness or the availability or
dissemination of Information or Materials supplied to the
Consultant by the Client.
ARTICLE 3
FEES
3.1 Compensation. In consideration for the services
rendered by Consultant during the term of its engagement
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hereunder, Client shall pay Consultant the compensation
described on Schedule A attached hereto, as the same may be
amended from time to time by execution of a Schedule A-1.
3.2 Retainer. Contemporaneously with the execution of this
Agreement, Client shall pay a retainer of Two Thousand
Dollars ($2,000) to the Consultant. Fees and Expenses due
hereunder shall be charged against the retainer.
3.3 Expenses. The Consultant shall be reimbursed by Client
for all expenses incurred by Consultant in connection with
the performance of its duties hereunder except that the
Consultant shall bear the costs of its overhead and the
salaries or other compensation of its own officers and
employees (such reimbursable expenses shall hereinafter be
referred to as the "Expenses"). The Expenses shall include,
but are not limited to, expenses for telephone toll charges,
postage, copies and other mutually limited, agreed upon
expenses. The Expenses shall be paid within five (5)
business days of delivery of an invoice for the same.
ARTICLE 4
TERM
4.1 Term. The term of the consultant's engagement hereunder
shall commence as of June __, 1997 and, unless sooner
terminated as hereinafter provided, shall continue for a
period of three (3) months. After the Initial Term, this
Agreement shall continue form month to month unless either
party provides the other with notice of termination of at
least thirty (30) days.
ARTICLE 5
TERMINATION
5.1 Termination With Cause. The Consultant's engagement
hereunder may be terminated by either party upon written
notice to the other party in the event of a material breach
of any provision of this Agreement by such other party which
remains uncured for thirty (30) days following notice
thereof, except that Client shall have only five (5)
business days from the applicable due date to cure its
failure to meet any payment obligation under Article 3
hereof.
5.2 Effect of Termination. Within fifteen (15) days
following the effective date of any termination described in
this Article 5, the Consultant shall submit a final
statement reflecting the compensation due to the Consultant
pursuant to Article 3 hereof, through the effective date of
termination, Client shall make the final payment to the
Consultant.
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ARTICLE 6
RELATIONSHIP OF PARTIES
6.1 Independent Relationship. It is mutually understood and
agreed that the Consultant is at all times acting and
performing as an independent contractor hereunder. Except
to the extent required by law or as the parties shall
otherwise mutually agree, neither party's employees shall be
entitled to participate in any fringe benefits or programs
available to the other party's employees, including, without
limitation, worker's compensation, unemployment, medical
insurance, retirement, profit-sharing, stock option, bonus,
vacation or other benefits. Client is interested only in
the results obtained under this Agreement, the manner and
means by which the Consultant performs its services
hereunder, including the determination of the time, energy
and skill devoted thereto, shall be under the Consultant's
sole control. Accordingly, Client shall have no right to
exercise any control, direction or supervision over the
manner and means by which the Consultant's employees
discharge the Consultant's services hereunder.
ARTICLE 7
GENERAL PROVISIONS
7.1 Systems and Methods of Consultant. It is expressly
understood that the systems, methods, procedures and
controls employed by Consultant in the performance of this
Agreement are proprietary in nature and shall remain the
property of the Consultant and shall at no time be utilized,
distributed, copies or otherwise employed, acquired or
disclosed by Client to or for the benefit of any third
party.
7.2 Assignment. Neither party shall assign its rights or
delegate its duties under this Agreement without the prior
written consent of the other party.
7.3 Modification. There are no other agreements or
understandings, written or oral, between the parties
regarding this Agreement other than as set forth herein.
This Agreement shall not be modified or amended except by a
written document executed by both parties to this Agreement
and any such written modification shall be attached hereto.
7.4 Notices. All notices or communications required or
permitted by this Agreement shall be in writing and shall be
deemed to have been given when personally delivered or
deposited in the United State mail, by certified or
registered mail, return receipt requested, postage prepaid
and addressed to the parties at the following addresses:
To Consultant: Gemsbok Programming, Inc.
Xxxx Xxxxxx Xxx 000000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxxx
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To Client: Red Oak Hereford Farms
Xxxx Xxxxxx Xxx 000
Xxx Xxx, Xxxx 00000
Attn:_____________________
7.5 Binding on Successors. This Agreement shall be binding
upon the parties hereto, and their respective successors,
assigns and legal representatives.
7.6 Waiver of Provisions. Any waiver of any terms and
conditions hereof must be in writing and signed by the
parties hereto. The waiver of any of the terms and
conditions of this Agreement shall not be construed as a
waiver of any other terms and conditions hereof or a waiver
of any preceding or succeeding breach of this Agreement.
7.7 Litigation Costs. In the event that it becomes
necessary for any party to initiate litigation for the
purpose of enforcing any of its rights hereunder or for the
purpose of seeking damages for any violation hereof, then,
in addition to all other judicial remedies that may be
granted, the prevailing party shall be entitled to recover
reasonable attorneys' fees and all other costs that may be
sustained by it in connection with such litigation.
7.8 Governing Law. The validity, interpretation and
performance of this Agreement shall be governed by and
construed in accordance with the laws of the State of
Florida.
7.9 Severability. The provisions of this Agreement shall be
deemed severable and if any portion shall be held invalid,
illegal or unenforceable for any reason, the remainder of
this Agreement shall be effective and binding upon the
parties.
7.10 Additional Documents. Each of the parties hereto
agrees to execute any document or documents that may be
requested from time to time by the other party to implement
or complete such party's obligations pursuant to this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first written above.
GEMSBOK PROGRAMMING, INC.
/S/ Xxxx Xxxxxxxx
__________________
By: Xxxx Xxxxxxxx
Its: President
RED OAK HEREFORD FARMS
/S/ Xxxxxx Xxxxxxxxx
____________________
By: Xxxxxx Xxxxxxxxx
Its: President
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SCHEDULE A
CONSULTING SERVICES
Gemsbok shall provide the services set forth below, in
addition to any services set forth in the Agreement. This
Schedule may be amended by the parties by executing a
Schedule A-1 (in the form attached hereto in accordance with
Article 1, Section 1.2 of the Agreement.
(a) The Consultant shall establish and maintain a
toll free number that answers in the Client's name
and shall use a script provided by the Client when
answering calls. The Consultant will promptly
supply callers with the information requested;
provided, however, that the Consultant shall only
supply Information and Materials provided by
Client.
(b) The Consultant will prepare a summary of all
inquiries received by the Consultant in a month
that resulted in Information or Materials being
provided to a caller (a "Summary") by the 15th of
day of the month immediately following the month
for which the Summary was prepared. The Summary
may, in the Consultant's sole discretion, be in
written or electronic format. All Summaries will
distinguish between calls made by broker-dealers,
financial media personnel and individual
investors.
For such services, Client shall pay to the Consultant Five
Hundred Dollars ($500) per month on the first day of each
month during the term of the Consultant's engagement.
In addition to the Expenses listed in Article 3, Section
3.3, Client shall pay to the consultant Fifty Dollars ($50)
as a fee to activate the toll free number and shall also pay
to the Consultant a minimum monthly charge of Fifty Dollars
($50) for charges for calls made to the toll free number.
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SCHEDULE A-1
To the Services Agreement
between
GEMSBOK PROGRAMMING, INC.
and
RED OAK HEREFORD FARMS
Schedule A of the foregoing Agreement is hereby amended as
follows:
Except as hereby amended, Schedule A of the Agreement
remains in full force and effect.
This the 30th day of June, 1997
GEMSBOK PROGRAMMING, INC.
/S/
By:
Its:
RED OAK HEREFORD FARMS
/S/ Xxxxxx Xxxxxxxxx
By: Xxxxxx Xxxxxxxxx
Its: President
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