Exhibit 10.11
AGREEMENT is to be effective as of the 21st day of January, 2011 by and
between Equititrend Advisors, LLC, maintaining its principal offices at 00000
Xx Xxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 (hereinafter referred to as
"Equiti-trend"), and Monster Offers, which maintains its principal offices at
X.X. Xxx 0000, Xxxxxxx, XX 00000, (hereinafter referred to as "Client").
W I T N E S E T H:
WHEREAS, Equiti-trend is engaged in the business of providing and rendering
public relations and communications services, and has knowledge, expertise
and personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Equiti-trend for the purpose of
obtaining public relations and corporate communications services, so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, it is agreed as follows:
Engagement of Equiti-trend. Client herewith engages Equiti-trend, and Equiti-
trend agrees to render to Client public relations, communications, advisory and
consulting services.
The consulting services to be provided by Equiti-trend shall include, but are
not limited to, the development, implementation and maintenance of an ongoing
program to increase the investment community's awareness of Client's activities
and to stimulate the investment community's interest in Client. Client
acknowledges that Equiti-trend's ability to relate information regarding
Client's activities is directly related to the information provided by Client
to Equiti-trend.
Client acknowledges that Equiti-trend will devote such time as is reasonably
necessary to perform the services for Client, having due regard for Equiti-
trend's commitments and obligations to other business for which it performs
consulting services.
Term and Termination. This Agreement shall be for a period of six (6) months,
commencing on the effective date hereof. If the parties hereto desire to extend
the relationship, the parties will renew this Agreement or enter into a new
Agreement. Client may terminate this Agreement immediately on written notice to
the other party, if the other party has committed a material breach of any term
of this Agreement. In the absence of any such breach, Client may terminate this
Agreement on 30 days' written notice to the other party.
Treatment of Confidential Information. Company shall not disclose, without the
consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client
to Equiti-trend in connection with Equiti-trend's services hereunder, provided
such information is plainly and prominently marked in writing by Client as
being confidential (the "Confidential Information"). Equiti-trend will not be
bound by the foregoing limitation in the event:
(I) The Confidential Information is otherwise disseminated and becomes public
information, -or-
(II) Equiti-trend is required to disclose the Confidential Information
pursuant to a subpoena or other judicial order.
Equititrend / Monster Offers Agreement 1
Representation by Equiti-trend of Other Clients. Client acknowledges and
consents to Equiti-trend rendering public relations, consulting and/or
communications services to other clients of Equiti-trend engaged in the same or
similar business as that of Client.
Indemnification by Client as to Information Provided to Eauiti-trend. Client
acknowledges that Equiti-trend, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information supplied to
it by Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Equiti-trend, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Equiti-trend.
Indemnification by Equiti-trend. Equiti-trend agrees to indemnify, hold
harmless and defend Client, its officers, agents and/or employees from any
proceeding or suit which arises out of or is due to the actions, negligent or
otherwise, of Equiti-trend, its subsidiaries, agents, employees or affiliates
in the performance of its obligations under the Agreement.
Independent Contractor. It is expressly agreed that Equiti-trend is acting as
an independent contractor in performing its services hereunder. Client shall
carry no workers compensation insurance or any health or accident insurance on
Equiti-trend or consultant's employees. Client shall not pay any contributions
to social security, unemployment insurance, Federal or state withholding taxes
nor provide any other contributions or benefits that might be customary in an
employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party without
the written consent of the other party.
Compensation. SEE SCHEDULE A-I
Notices. Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the
first page of this Agreement or such other address as either party may have
given to the other in writing.
Modification and Waiver. This Agreement may not be altered or modified except
by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
Entire Agreement. This writing constitutes the entire Agreement between the
parties, and replaces and supersedes any previous agreement that may exist.
This Agreement can only be modified by a written contract signed by both
parties. In the event that any party brings suit to enforce any part of this
Agreement, the prevailing party shall recover attorney fees and legal costs.
Governing Law/Venue. This Agreement shall be governed under the laws of the
State of California and any claim arising here from shall be submitted to a
court of competent jurisdiction located in San Diego County, California.
Equititrend / Monster Offers Agreement 2
IN WITNESS WHEREOF. the parties have executed this Agreement as of the day and
year first written above.
EQUITITREND ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxx Date: 1/24/11 By: /s/ Xxxxxx X. Xxxxxxx Date: 1/24/11
-------------------- ------- --------------------- -------
Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx,
Managing Partner Managing Partner
MONSTER OFFERS
By: /s/ Xxxx Gain Date: 1/27/11 By: N/A Date: ---
-------------------- ------- --------------------- -------
Xxxx Gain
Chief Executive Officer
-------------------------
END
Equititrend / Monster Offers Agreement 3
SCHEDULE A-1
------------
For the services to be rendered and performed by Equiti-trend during the
term of this Agreement, Client shall, upon acceptance of this Agreement, Pay
to Equititrend, LLC:
Four hundred thousand (400,000) restricted 144 shares of MONT stock due upon
the execution of the Agreement, for (6) months of services.
Equititrend agrees not to pursue removal of any restrictive legends from
these 144 shares of MONT stock prior to September 1, 2011.
EQUITITREND ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxx Date: 1/24/11 By: /s/ Xxxxxx X. Xxxxxxx Date: 1/24/11
-------------------- ------- --------------------- -------
Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx,
Managing Partner Managing Partner
MONSTER OFFERS
By: /s/ Xxxx Gain Date: 1/27/11 By: N/A Date: ---
-------------------- ------- --------------------- -------
Xxxx Gain
Chief Executive Officer
-------------------------
END
Equititrend / Monster Offers Agreement 4
SCHEDULE A-2
------------
(DESCRIPTION OF SERVICES & DELIVERABLES)
The following is a summary of the services and deliverables that are to be
provided by Equititrend to Monster Offers in support of the Agreement dated
the 21' of January, 2011. All of these services are to be provided on an
ongoing basis during the entire 6-month timeframe associated with this
Agreement.
Initial CEO Conference Call / Follow Up, Calls May Be Recorded for
Promotional Use Weekly reports and updates to Client CEO
Investment Considerations / Bullet Points Developed
I to 5-Page Corporate Stock Profile Prepared
Press Release Writing, Content Conception & Strategy and Scheduling Services
Chat Room Management - Investor Sentiment Management
Daily Outbound Tele-Champaign to New Investors
Proactive Market Maker Communications and Relations
Bid Support and Other Strategic Bid / Ask Representation
Current Shareholder Relations, Communications & Management in Conjunction with
other Client-initiated Communications Programs
Postcard Mailers to new Target Investors
Gathering of Contact Information and Key Qualifying Data on new Shareholders &
Interested Investors
Equititrend / Monster Offers Agreement 5
