THIS MANAGEMENT SERVICES AGREEMENT made as of the first day of April 1998.
BETWEEN: PHOTOMATRIX, INC.
00000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
(the "Company")
AND: XX. XXXX XXXXXXX
0000 Xxxxxxxx Xxxxxxxxxx
Xx Xxxxx, Xxxxxxxxxx 00000 - USA
(the "Service Provider")
AGREEMENT:
1. Definitions:
1.1 In this Agreement save where the context otherwise requires:
"Services" means the services to be provided by the Service Provider to the
Company as specified in Article 4 of this Agreement.
2. Appointment
2.1 The Company hereby agrees to engage the Service Provider and the Service
Provider agrees to provide the Company the Services commencing on the date first
written above, for a period not to exceed one year. The initial term of the
Agreement shall be for a period of thirty days, and shall renew automatically
thereafter for a further thirty days over the life of the Agreement, unless
otherwise terminated by either party.
2.2 Either party may terminate this Agreement on no less than 7 days' written
notice prior to the expiration of any 30-day period.
3. Attention to the Business of the Company
3.1 During the continuance of this Agreement, the Service Provider shall devote
such time and attention to the business of the Company as is required to fulfill
the terms of the engagement, and as more particularly required by the Company
pursuant to clause 4.4 of this Agreement.
4. Services
4.1 The Service Provider shall report to the President of the Company or to such
other person as the Company may designate in writing from time to time.
4.2 The Service Provider's primary responsibilities shall be, within Europe and
the United States:
a. to implement a public relations program focused on
broadening the Company's institutional shareholder base in
the United States;
b. provide financial public relations information to the
Company's shareholders and the general public;
c. disseminate information on the Company and its business and
plans to the institutional investment community, and more
particularly institutionally-focused brokers,
broker/dealers, and boutique investment firms;
d. advise the Company of relevant investment and commercial
information it becomes aware of, particularly as regards JAG
Notes and research/analyst reports; and,
e. provide such other services as may be consistent with the
engagement that the Parties may agree upon from time to
time.
4.3 In providing the Services, the Service Provider shall follow the reasonable
direction of the Company in regards to:
a. the office out of which the Services are to be provided, and
general administrative arrangements;
b. the time to be spent providing the Services to the Company;
c. the manner in which the Services are to be provided to the
Company; and
d. a work plan around the providing of the Services to the
Company.
4.4 The Company will provide any direction given to the Service Provider
regarding the Services, in writing. More particularly, however, the Service
Provider shall focus its efforts around disseminating information which it has
gathered and which is otherwise available in the public domain.
5. Compensation
5.1 The Company agrees to pay the Service Provider a services fee on the
fifteenth day of each month in the amount of USD 2,000 per month. If this
Agreement is renewed or otherwise extended, then the services fee may be
adjusted by mutual agreement of the parties hereto, any adjustment to be
predicated upon the Service Provider's performance.
5.2 The Company agrees to issue to the Service Provider options to purchase up
to 100,000 shares of the Company contemporaneously with the Agreement continuing
in effect on the following terms:
50,000 shares during the term of the Agreement at an exercise price of
USD $0.75 per share for a term of three (3) years, with an initial
one-twelfth (1/12) of the options vesting in advance upon execution of
this Agreement, and with a further one-twelfth (1/12) of the total
options vesting on the first day of each of the succeeding months
during the term of this Agreement.
50,000 shares during the term of the Agreement at an exercise price of
USD $0.75 per share for a term of three (3) years with all options
vesting as of May 31, 1998.
5.3` The Company may, in its discretion and in order to further the purposes of
this Agreement, accelerate the vesting or the issuance of the options.
5.4 In the event that there is a consolidation in the share capital of the
Company, additional options will be issued to the Service Provider in accordance
with the original amount of options specified under this Agreement. The Company
undertakes to register all options granted to the Service Provider under this
and any successive Agreements, with the NASDAQ Stock Exchange, the Securities
and Exchange Commission and any other relevant regulatory authorities.
5.5 The Company shall reimburse the Service Provider for any expenses
pre-approved in writing, incurred in rendering the Services. The Service
Provider shall provide full details of all such expenditures by way of itemized
expense reports with original receipts.
5.6 All fees due as described in clauses 5.1 and 5.5 shall be payable upon
invoice for solong as the Agreement remains in effect.
6. Confidential Information and Company Documents
6.1 The Service Provider shall not, during the term of this Agreement, nor at
any time thereafter:
a. divulge or communicate to any person, company, business
entity or other organization;
b. use for its own purposes or for any purposes other than
those of the Company; through any failure to exercise due
care and diligence, cause any unauthorized disclosure of any
trade secrete or Confidential Information relating to the
Company and its clients. These restrictions shall cease to
apply to any Information which is or becomes generally
available to the public other than as a result of any act or
default on the part of the Service Provider.
6.2 "Confidential Information" shall include any information relating to the
Company, its clients, suppliers and their terms of business, details of
customers and their requirements, the price charged to and the terms of business
with customers, marketing plans and sales forecasts, financial information,
results and forecasts (to the extent that these are not included in published
audited accounts), details of employees and officers and of the remuneration and
benefits paid to them, information relating to research activities, inventions,
secret processes, designs, formulae and product lines, any information which the
Service Provider is told is confidential and any information which has been
given to the Company in confidence by customers, suppliers or other persons.
6.3 Any notes, memoranda, records, lists of customers and suppliers and
employees, correspondence, documents, computers and other disks and tape, data
listing, codes, designs and drawings and other documents and material whatsoever
(whether made or created by the Service Provider or otherwise) relating to the
business of the Company (and any copies of the same) and which have come into
the possession of the Service Provider in relation to this Agreement:
a. shall be and remain the property of the Company; and
b. shall be surrendered by the Service Provider to the Company
on demand.
6.4 Upon termination of this Agreement, the Service Provider shall deliver up to
the Company all Confidential Information and any copies (however stored) and in
relation thereto, and any other property belonging to the Company which is in
the Service Provider's possession.
7. Representations and Warranties
7.1 The Company warrants that:
a. it is incorporated under the laws of California and is in
good standing; and
b. all licenses, patents and intellectual property disclosed in
the Company's business plan, prospectus and regulatory
filings are owned by, or licensed to the Company and there
are no disputes relating thereto.
8. Notices
8.1 Any notice required to be given under this Agreement may be given by sending
same by first-class registered post addressed to the registered office of the
Company, or addressed to the last known address of the Service Provider. Any
notice given pursuant to this clause shall be deemed to have been received 96
hours after the time of posting and service thereof shall be sufficiently proved
by providing that the notice was duly dispatched through the post in a prepaid
envelope addressed as aforesaid.
9. Public Disclosures
9.1 In carrying out the Services, the Service Provider shall at all times ensure
that all representations and information provided to third parties do not
violate the internal disclosure policies of the Company, and comply at all times
with the rules and regulations of applicable regulatory authorities, including
without limitation the NASDAQ Stock Exchange, the U.S. Securities and Exchange
Commission, and the California Department of Corporations.
10. Indemnity
10.1 The Service Provider agrees to indemnify and hold harmless the Company,
against all losses, claims and expenses (including reasonable legal expenses)
incurred by the Company as a result of the negligence or willful misconduct of
the Service Provider.
11. Entire Understanding
11.1 This Agreement contains the entire understanding between the parties in
connection with the matters herein contained and supersedes any previous
agreements or undertakings relating thereto.
12. No Waiver
12.1 No waiver delay time or other indulgence granted by either party hereto to
the other in respect of any breach of this Agreement shall in any way prejudice
or affect the rights or remedies of the granting party in relation to such
breach.
13. Assignment
13.1 This Agreement may not be assigned by the Service Provider without the
prior written consent of the company.
14. Regulatory approvals
14.1 Any compensation paid by the Company to the Service Provider is subject to
all regulatory requirements being met.
15. Applicable Law
15.1 This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
AGREED AND ACCEPTED on behalf of
PHOTOMATRIX, INC.
_____________________________________ Date _________________________
Authorized Signatory
AGREED AND ACCEPTED by
XX. XXXX XXXXXXX
____________________________________ Date _________________________
