EXHIBIT 10.26
MEDIA RELATIONS AND CONSULTING AGREEMENT
This Agreement ("Agreement") is made and entered into this 13th day of
October, 1998 between IP Voice Communications, Inc., a Nevada Corporation (the
"Company") and Xxxxxxxxxxx.xxx, Inc., a Florida Corporation (the "Consultant").
In consideration of and for the mutual promises contained herein, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Purpose.
The Company hereby retains the consultant on a non-exclusive basis during the
term specified to render media relation's services and consulting advice to the
Company, as the Company may reasonably request, upon the terms and conditions as
set forth herein.
2. Term and Compensation.
This Agreement shall be effective for a term of twelve (12) months, commencing
upon the date first written above (the "Engagement period"). The Company shall
pay the Consultant a non-refundable fee upon execution of this agreement
consisting of two-hundred and seventy-five thousand (275,000) shares of free
trading, or any other applicable exemption, free trading, common stock of the
Company, and one hundred and fifty-five thousand (155,000) warrants with an
exercise price of $.645 per share for an aggregate purchase of $100,000.00. Said
warrant right will be demonstrated by a letter indicating the right and will
carry an expiration date of twelve months from the date of the initial profile.
The shares shall be 504 common stock, unless an appropriate exemption applies,
and without legend and titled in the name of Xxxxxxxxxxx.xxx, Inc. and shall be
accompanied by an opinion letter from the Company's securities counsel that the
shares were issued in compliance with all applicable federal and state
securities regulations and in accordance with any rules promulgated by the
Securities and Exchange Commission, and that the shares may be sold at any time,
at the discretion of the Consultant. The Company agrees to defend Consultant
should any action relating to the issuance of the stock to the Consultant be
brought against the Consultant. Consultant shall be under no obligation to
commence services until the shares appear in its account as "Good Transfer."
The term of this agreement may be extended upon written mutual consent of all
parties for a six-month period ("Extended Engagement Period"), commencing on the
date of expiration of the initial Engagement Period. The Company and/or Third
Party shall, upon mutual written consent of the parties, pay the Consultant a
non-refundable fee consisting of shares of registered common stock. The parties
shall determine the number of shares before the end of the Engagement Period.
3. Duties of Consultant.
During the term of this Agreement, the consultant will provide the Company with
regular and customary non-exclusive media relations and non-exclusive consulting
services, provided that the Consultant shall not be required to undertake duties
not reasonably within the scope of the media relations and consulting services
contemplated by this Agreement. In performance of these duties, The Consultant
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shall provide the Company with the benefits of its best judgment and best
efforts. Its os understood and acknowledged by the parties that the value of the
Consultant's services is not measurable in any quantitative manner, and that the
consultant shall not be obligated to spend any specific amount of time providing
said services. The Consultant';s duties may include, but not necessarily be
limited to, on a non-exclusive basis, the following:
A. Develop a World Wide Web site ("Web Site") for the Company, its divisions and
subsidiaries.
NOT APPLICABLE to this agreement.
B. Maintain and update the Wb Site, with information supplied by the company,
for the term of this Agreement. Such information shall be limited to information
that is considered "public information" by the company, in its sole discretion.
Upon expiration of the term of this Agreement, the company shall assume sole
ownership of the Web Site and Domain Name and responsibility for its maintenance
, unless a new agreement is made between the parties.
C. Prepare independent analysis of the company based upon available "public
information" and meetings and/or interviews with the Company's senior
management.
D. Feature independent analysis "Company Profile") on the consultant's investor
service web site located on the World Wide Web.
E. Provide updates to the initial Company Profile, on a regular basis, based
upon new "public information", additional meetings with the Company's senior
management and additional independent analysis by the consultant. These
additional releases shall be at the sole discretion of the consultant.
F. Provide other business consulting services including introductions to capital
resources, market makers and broker/dealer forms when appropriate and available.
4. Company Profile.
The Company Profile shall include both factual information based upon available
"public information" and subjective information based upon independent analysis
performed by the Consultant.
A. Factual information shall be provided by the Company and shall be subject to
prior approval by a member of senior management. Factual information may include
information regarding the Company, including corporate structure, management's
experience, business segments, historical market prices and other "public
information". Company agrees to provide only information that is considered
"Public" and available to any or all investor upon their request.
B. Subjective information shall be provided by the Consultant and will be based
upon an independent analysis of the Company and competitive Company's both
publicly held and privately owned. The consultant will perform this analysis.
5. Consultant's Liability.
In the absence of gross negligence or willful misconduct on the part of the
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Consultant or the Consultant's breach of this Agreement, the Consultant shall
not be liable to the Company or to any officer, director, employee, stockholder
or creditor of the Company, for any act or omission in the course of or in
connection with the rendering or providing of services hereunder. Except in
those cases where gross negligence or willful misconduct of the Consultant or
the breach by the Consultant of this Agreement is alleged and proven, the
Company agrees to defend, indemnify and hold the Consultant harmless from and
against any and all reasonable costs, expenses and liability (including
reasonable attorney's fees paid in defense of the consultant) which may in any
way result from services rendered by the consultant pursuant to or in any
connection with this agreement.
6. Company's Liability.
The Consultant agrees to defend, indemnify, and hold the Company harmless from
and against all reasonable costs, expenses and liability (including reasonable
attorney's fees paid in defense of the company) which may in any way result
pursuant to its gross negligence or willful misconduct or in any connection with
any actions or statements, on behalf of the Company, made without the prior
approval or authorization of the Company.
7. Representations.
The Company represents and warrants that this agreement, including all
transactions contemplated herein, have been duly approved by the Board of
Directors of the Company, and that the Company has obtained such additional
approvals and consents (such as from shareholders, lenders, and others) as may
be required by the law of the state of its incorporation, its charter, its
bylaws or any agreement to which it is party.
8. Expenses.
The Company, upon receipt of appropriate supporting documentation, shall
reimburse the consultant for any and all pre-approved reasonable and actual
out-of-pocket expenses incurred in creation of the Company's web page, and, in
the event of default, all expenses related to Consultant's due diligence
meetings with the Company.
9. Default and Cancellation of Agreement.
In the event the Company fails to transfer to Consultant the compensation within
ten business days from the signing of this agreement, Consultant may in its sole
discretion cancel this agreement or choose to extend the amount of time for
payment. Under no circumstances shall Consultant be responsible for the
performance of any services until it has received payment.
If, after conducting due diligence on the Company, the consultant concludes that
for whatever reason the company is an unacceptable candidate for the performance
of the Consultant's regular services including the publishing of a Company
Profile on Consultant's World Wide Web site, Consultant may, at its discretion
cancel this agreement, in writing, and refund the entire compensation to the
Company.
In the event it is determined at any time that the Company is engaged in any
unlawful or improper activities, or it becomes clear that the company is acting
in a fashion inconsistent with its fiduciary duty to its shareholders, the
consultant may cancel this agreement immediately. The consultant may at its
option return any unsold shares it may hold in the Company at that time.
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10. Governing Law and Severability.
Any disputes under this Agreement shall be settled by binding arbitration in
Sarasota, Florida in accordance with the rules of the American Arbitration
Association.
This agreement has been delivered in the State of Florida and shall be construed
in accordance with the laws of Florida. Wherever possible, each provision of
this agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this agreement.
11. Miscellaneous.
A. It is understood there is no relationship, partnership, joint venture,
employment or franchise between the parties. The parties have no authority to
bind the other or incur any obligations on their behalf.
B. This agreement contains the all the terms, covenants, conditions and
representations made or entered into by and between the parties hereto. No
modification, amendment or waiver of any terms contained herein shall be valid
or binding unless in writing, executed with the formalities hereof and signed by
the party or parties effects by such writing.
C. The parties whose signatures appears below each represent and warrant that
they are authorized to enter into this agreement on behalf of the named Parties
and do so with the intention of binding those parties by the terms set forth
herein.
I.P. Voice Communications, Inc.
By: /s/ Xxxxxxx X. Will
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Xxxxxxx Will
President
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