EXHIBIT 10.16
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 5th day of May
1999 by and between: National Boston Medical, Inc. located at 00 Xxxxxxx Xxxxx,
Xxx. 0, Xxxxxxx, XX 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, May 3, 1999 and
shall terminate on November 3, 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.
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 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: $50,000 shares of free-trading common stock or cash or a
combination of both upon signing contract. $35,000 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 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 4/30/99
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Xxxxx Xxxxx Xxxxxxx, President/CEO
Buying Power Network
NATIONAL BOSTON MEDICAL, INC.
By: /s/ Xxxxxx X. Xxxxx Date 4/29/99
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Xxxxxx Xxxxx, President
National Boston Medical, Inc.
