Exhibit 10.14 consulting Agreement with TransGlobal Financial
Exhibit 10.14 consulting Agreement with TransGlobal Financial
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CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this -- day of
November. 1998 by and between TransGlobal Financial Corporation
("TGF"), a Florida corporation having a place of business at 0000
Xxxxxxx Xxxx Xxxx, Xxxx.x 000. Xxx Xxxxxxx, Xxxxxxxxxx 00000 and.
Stratcomm Media Limited ("the Company"), a Yukon, Canada corporation
having a place of business at 0000 Xxx Xxxx, Xxxxxx Xxxx, XX 00000.
WITNESSETH
WHEREAS, the Company desires to obtain business and financial
advisory and services from TGF: and
WHEREAS, TGF desires to perform these services for the Company
on terms and conditions as set forth herein:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and TGF hereto agree as follows:
1. Engagement of TGF: Subject to the terms of this Agreement.
the Company does hereby appoint and engage TGF as a consultant and TGF
hereby accepts its appointment and engagement by the Company as a
consultant to the Company with respect to the services specified in
paragraph 2 of this Agreement for the compensation set forth in
paragraph 4 of this Agreement.
2. Services:
(a) As mutually determined from time to time by the parties hereto. during the
term specified in paragraph 6 of this Agreement. TGF shall undertake to consult
with and advise the Company, by telephone or in person. with respect to
financial and business matters, including but not limited to assistance with
fund raising to implement its business plans: implementation of the o Friday,
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Company's efforts to review capitalization, pursue mergers. acquisitions or
divestitures and other transactions on a non-exclusive basis.
(b) TGF agrees to spend a reasonable amount of time needed
to accomplish its services under this Agreement. and to be available
for telephone calls, meetings and other matters on as needed basis.
3. Term: Except as otherwise specified in Paragraph 4 hereof, this
Agreement shall be effective for three (3) years from its execution
by TGF and the Company, and will automatically renew for a new Term
unless either party notifies the other in writing 60 days prior to
the expiration of the current Term.
4. Compensation:
(a) As full consideration for the services to be provided
pursuant to Paragraph 2 of this Agreement (and in addition to the
expenses provided for in Paragraph 5 hereof), the Company shall pay
TOF the following fees:
i) Retainer Fee - The Company hereby agrees
to grant TGF. 500,000 warrants
convertible into the Company's 500.000
registered and free trading Common
Shares according to the Warrant Agreement
attached as Exhibit A to and made
an integral part of this Agreement. The
warrants will be exercisable at an
exercise price of SO. 18 per share. In
case of the merger of the Company
with and into, the consolidation of the
Company with. or the sale by the
Company of all or substantially all of
its assets to, another corporation
(other than such a transaction wherein the
shareholders of the Company retain or
obtain a majority of the voting capital
stock of the surviving, resulting or
purchasing corporation). all of the
Warrants shall become exercisable.
ii) Transaction Fees -
1. For financing secured on behalf of the Company by or through TCIF. the
Company will pay cash fees at the closing of such in financing an amount equal
to ten percent (1 0(degree)'~) of any and all funds committed and available to
the Company.
2. In the event that TGF represents the
Company with respect to a merger.
acquisition. investment, exchange, or other
securities or assets of the Company and/or
a merger or acquisition candidate, then the
Company shall pay TOF a Transaction Fee
equal to 10% of the total market value on
the day of the closing of stock, cash,
assets and all other property (real or
personal) exchanged or received, directly
or indirectly by the Company or any of its
security holders in connection with any
such transaction.
3. In the event TGF introduces the Company
to a joint venture partner or customer and
sales develop as a result of the
introduction. the Company hereby agrees to
pay a fee often percent (10%) of the net
sales revenue generated directly from this
introduction. Net sales shall be cash
receipts less any applicable refunds,
returns, allowances, credits and shipping
charges and monies paid by the Company by
way of settlement or judgement arising out
of claims made by or threatened against the
Company. Commission payments shall be paid
on the 15th day of each month following the
receipt of customers' payment. In the event
any adjustments are made to the total sales
after the commission has been paid. the
Company shall be entitled to an appropriate
refund or credit against future payments
under this Agreement.
4. All financings or other transactions
shall be within the sole discretion of the
Company.
(b) All fees to be paid pursuant to this Agreement. except as otherwise
specified, are due and payable to TGF in cash at the closing or closings of any
transaction specified in Paragraph 4 hereof . In the event that this Agreement
shall not be renewed or if terminated for any reason, notwithstanding any such
non-renewal or termination. TGF shall be entitled to a full fee as provided
under Paragraphs 4 and 5 hereof, for any transaction for which the discussions
were initiated during the term of this Agreement and which is consummated within
a period of 36 (thirty six) months after non-renewal or termination of this
Agreement.
(c ) The Company and TGF mutually agree that the status of
TGF is that of an independent contractor operating at its own risk.
TGF agrees that it is not and will not act. represent, describe or
hold itself out in any way, directly or by implication, as a
partner. joint venturer or agent of the Company and will not
describe itself as a representative for the Company, except with
respect to the performance of the services as contemplated by
paragraph 2 of this Agreement.
(d) The obligation of the Company to pay the Fees described
in subparagraph 3 of this Agreement shall be absolute and
unconditional as long TGF performs its obligations under this
Agreement. and shall be payable without offset. deduction or claim
of any kind or character.
(e) The Company hereby acknowledges that TOF may receive
additional compensation from one or more of TGF's subscribers,
clients and sources for various services which may include, in part.
services related to this Agreement.
5. Expenses: In addition to the fees payable hereunder, and regardless
of whether any transaction set forth in Paragraph 4 hereof is proposed
or consummated. the Company shall reimburse TGF for all fees and
disbursements of TGFs counsel and TGF's travel and out-of-pocket
expenses incurred in connection with the services performed by TGF
pursuant to this Agreement. including without limitation. hotels, food
and associated expenses and long distance calls. The Company shall have
the right to pre-approve any expenses under this paragraph.
6. Liability of TGF:
The Company acknowledges that all opinions and
advice (written or oral) given by TGF to
the Company in connection with TGF's
engagement are intended solely for the
benefit and use of the Company in
considering the transaction to which they
relate, and the Company agrees that no
person or entity other than the Company
shall be entitled to make use of or rely
upon the advice of TGF to be given
hereunder, and no such opinion or advice
shall be used for any other purpose or
reproduced.
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disseminated, quoted or referred to at any time. in any manner or for any
purpose. nor may the Company make any public references to TGF. or use TGFs name
in any annual reports or any other reports or releases of the Company without
TGF's prior written consent.
7. TGF's Services to Others: The Company acknowledges that TGF or its
affiliates are in the business of providing financial services and
consulting advice to others. Nothing contained herein shall be
construed to limit or restrict TGF in conducting such business with
respect to others, or in rendering such advice to others.
8. Company Information:
(a) The Company recognizes and confirms that,
in advising the Company and in fulfilling
its engagement hereunder. TGF will use and
rely on data. material and other
information furnished to TGF by the
Company. The Company acknowledges and
agrees that in performing its services
under this Agreement, TGF may rely upon
the data, material and other information
supplied by the Company without
independently verifying the accuracy,
completeness or veracity of same.
(b) Except as contemplated by the terms hereof
or as required by applicable law. TGF
shall keep confidential all material
non-public information provided to it by
the Company, and shall not disclose such
information to any third paty, other than
such of its employees and advisors as TGF
determines to have a need to know.
9. Indemnification:
(a) The Company shall indemnify and hold TGF harmless against any and all
liabilities. claims, lawsuits, including any and all awards and/or judgements to
which it may become subject under the Securities Act of 1933. as amended (the
"1933 Act"). the Securities Exchange Act of 1934. as amended (the "Act") or any
other federal or state statue, at common law or otherwise. insofar as said
liabilities, claims and lawsuits (including awards and/or judgements) arise out
of or are in connection with the services rendered b~ TGF or any transactions in
connection with this Agreement. except for any liabilities, claims and lawsuits
(including awards and/or judgements). arising out of acts or omissions of TGF.
In addition, the Company shall also indemnify and hold TGF harmless against
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any and all costs and expenses. including reasonable counsel fees. incurred or
relating to the foregoing.
TGF shall give the Company prompt notice of any such liability, claim or
lawsuit which TGF contends is the subject matter of the Company's
indemnification and the Company thereupon shall he granted the right to take
any and all necessary and proper action, at its sole cost and expense. with
respect to such liability, claim and lawsuit, including the right to settle,
compromise and dispose of such liability, claim or lawsuit, excepting therefrom
any and all proceedings or hearings before any regulatory bodies and/or
authorities.
TGF shall indemnify and hold the Company harmless against any and all
liabilities. claims and lawsuits. including any and all awards and/or
judgements to which it may become subject under the 1933 Act, the Act or any
other federal or state statue, at common law or otherwise, insofar as said
liabilities, claims and lawsuits (including awards and or judgements) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact required to be stated or necessary to make the statement therein,
not misleading. which statement or omission was made in reliance upon
information furnished in writing to the Company by or on behalf of TGF for
inclusion in any registration statement or prospectus or any amendment or
supplement thereto in connection with any transaction to which this Agreement
applies. In addition, TGF shall also indemnify and hold harmless against any
and all costs and expenses. including reasonable counsel fees. incurred or
relating to the foregoing.
The Company shall give to TGF prompt notice of any such liability, claim or
lawsuit which the Company contends is the subject matter of TGF's
indemnification and TGF thereupon shall be granted the right to take any and
all necessary and proper action, at its sole cost and expense. with respect to
such liability, claim and lawsuit, including the right to settle. compromise or
dispose of such liability, claim or lawsuit. excepting therefrom any and all
proceedings or hearings before any regulatory bodies and/or authorities.
(b) In order to provide for just and equitable
contribution under the Act in any case in
which (i) any person entitled to indemnification under this
section 9 makes claim for indemnification
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pursuant hereto but it is judicially determined (by the entry of a
final judgement or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal)
that such indemnification ma not be enforced in such case not
withstanding the fact that this section 9 provides for indemnification
in such case, or (ii) contribution under the Act may be required on the
part of any such person in circumstances for which indemnification is
provided under this Section 9. then, and in each such case, the Company
and TGF shall contribute to the aggregate losses, claims. damages or
liabilities to which they may be sub eat (after any contribution from
others) in such proportion taking into consideration the relative
benefits received by each party from the Transactions in connection
with this Agreement. the partiest' relative knowledge and access to
information concerning the matter with respect to which the claim was
assessed, the opportunity to correct and prevent any statement or
omission and other equitable considerations appropriate under the
circumstances: provided, however, that notwithstanding the above, in no
event shall TGF shall he required to contribute any amount in excess of
the 10% of the public offering price of any securities offered in
connection with this Agreement: and provided, that, in any such case.
no person guilty of a fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
Within fifteen (15) days after receipt by any party to this Agreement (or its
representative) of notice of the commencement of any action, suit or
proceeding. such party will, if a claim for contribution in respect thereof is
to be made against another party (the "Contributing Party"), notify the
Contributing Party of the commencement thereof, but the omission so to notify
the Contributing Party will not relieve it from any liability which it may have
to any other party other than for contribution hereunder. In case any such
action. suit or proceeding is brought against any party. and such party
notifies a Contributing Party or his or its representative of the commencement
thereof within the aforesaid fifteen (15) days. the Contributing Party will be
entitled to participate therein with the notifying party and any other
Contributing Party similarly notified. Any such Contributing Party shall not be
liable to any party seeking contribution on account of any settlement of any
claim, action or proceeding effected by such party seeking contribution without
the written consent of the Contributing Party. The indemnification provisions
contained in this action 9 are in addition to any other rights and remedies
which either party hereto may have with respect to the other or hereunder.
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10. Covenants of the Companv: The Company covenants and
agrees that it will:
(a) For the duration of this Agreement. furnish to TGF copies of such financial
statements and other periodic and special reports as the Company from time to
time furnishes generally to holders of any class of its securities or to its
directors and officers. and promptly furnish TOF (i) a copy of each periodic
report the Company shall be required to file with the Securities and Exchange
Commission ("Commission"). (ii) a copy of every press release and ever news
item and article with respect to the Company or its affairs which was released
by the Company. and (iii) such additional documents and information with
respect to the Company or its affairs or any future subsidiaries of the Company
as TGF may from time to time reasonably request.
(b) Apply the net proceeds from any funding secured from sources identified by
TGF according to the "Use of Proceeds" that the Company shall be obligated to
prepare prior to any such funding: and provide to TGF any periodic reports
requested b~ TGF showing the actual disbursements of funds to monitor if the
"Use of Proceeds" is complied with.
(c) Provide TGF. upon its request. at the Company's sole expense. with
access to daily consolidated financial transfer sheets relating to the
Company's securities.
(d) Notify TGF of each meeting of the Board of Directors ("the Board") where an
agenda item is presented that affects the efforts of TGF as outlined in this
Consulting Agreement. Paragraph 2~ subsection (a.) titled SERVICES. Under these
circumstances. TGF may send a representative ("Representative") to the Board
meeting for the purposes of facilitating the discussion on specific agenda
item(s). The Representative shall be entitled to receive reimbursement for all
reasonable costs incurred in attending such meetings. TGF shall be notified
fifteen (15) days in advance of such meeting.
The Company agrees to indemnify and
hold TGF harmless against any and all
claims, actions, damages, costs and
expenses. and judgements arising solely
out of the attendance and participation of
the Representative at any such meeting
described herein. In the event that the
Company shall maintain
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a liability insurance policy affording coverage for the
acts of its officers and directors. It shall include the
Representative as an insured under such policy, if possible.
11 Notices: All notices. demands and requests required
and permitted to be given under the provisions of this Agreement
shall be deemed duly given if and when delivered personally or
mailed by certified mail, postage prepaid, addressed as follows or
to such other address as The Company or TGF may hereafter specify
in writing:
If to The Company:
0000 Xxx Xxxx
Xxxxxx Xxxx. XX 00000
Attention: President
If to TGF:
TransGlobal Financial Corporation
0000 Xxxxxxx Xxxx Xxxx. Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxx X. Mustafoglu. President
12. General:
(a) This Agreement embodies the entire agreement and
understanding between the Company and TGF with respect to the subject
matter hereof and it is expressly agreed that any prior agreement is or
understandings between The Company and TGF relating to the subject
matter of this Agreement. whether oral or written, are canceled by
execution of this Agreement
(b) This Agreement shall be construed and governed in
accordance with the laws of the State of Florida.
(c) This Agreement shall be binding upon and inure to the
benefit of the Company and TGF and their respective
successors and assigns. Neither party shall have the
right to assign this contract.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
day and
written.
By:
Name: Xxxxxxx X.
Title: President
Ve it ia
IN WITNESS WHEREOF, The Company and TGF have
executed this Agreement as of the day and year first
above written
Stratcomm Media Limited
By
Name: Xxxxxxx X. Xxxxxx
Title: President
TransGlobal Financial Corporation:
By:
Xxxx X. Mustafoglu
President
