Exhibit 99.5
CLEARVISION INC.
0000 X. Xxxxxxx Xxx., Xxx Xxxxxxx, XX 00000 * t: 000-000-0000 * f: 000-000-0000
LIMITED CONSULTING CONTRACT
This Agreement is made between ENVIRONMENTAL SERVICE PROFESSIONALS INC (hereinafter "CLIENT")
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And CLEARVISION INC. (hereinafter "CVI").
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In consideration for the promises contained herein and other good and
valuable considerations, it is agreed as follows:
INDEPENDENT CONTRACTOR STATUS
Parties to this contract intend that the relationship between them
created by the contract is that of CLIENT and independent contractor. No agent,
employee or servant of the independent contractor shall be, or shall be deemed
to be, an employee, agent, or servant of the employer. CLIENT is interested only
in the results obtained under this contract; the manner and means of conduct of
the work are under the sole control of the independent contractor. None of the
benefits provided by the CLIENT to its employees, including, but not limited to,
compensation, insurance and unemployment insurance will be available to the
contractor, or its employees. Independent contractor will be solely and entirely
responsible for its acts and for the acts of its agents, employees, servants,
and subcontractors during the performance of this contract. Within this
Agreement, the use of the name CLIENT shall mean CLIENT itself, or employees,
agents or other CVI's employed by CLIENT.
STATEMENT OF CONTRACT INTENT
Throughout this Agreement and the term of this Agreement, CVI will be
engaged in consulting and corporate development on an independent contractor
basis. CVI will derive its revenues and any other compensation from consulting
fees charged CLIENT.
CLIENT and CVI agree to enter into a Limited Consulting Contract.
It is the intent of CLIENT and the CVI, evidenced by their signatures
hereto, to employ and provide the services described herein.
DUTIES TO BE PERFORMED
1. Develop and identify relationships for the CLIENT through networking and
pre-existing relations of CVI to further CLIENT'S image and recognition as
a leader in the mold and moisture management industry.
2. CVI may use its best professional judgment in hiring or contracting
personnel to perform the duties specified in this Agreement.
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LIMITED CONSULTING CONTRACT PAGE 1 OF 5
3. Specify a plan to enhance CLIENT'S image in the public market place with
research reports.
4. CVI will gather and amass such data and information (due diligence) as
necessary to implement CLIENT'S strategies and monitor results.
5. CVI shall develop strategic alliances with business and industry partners
on behalf of CLIENT that enhance or further advance the business of CLIENT
in conjunction with CLIENT'S milestones.
6. CVI shall develop marketing strategies, techniques, methods, procedures and
materials as needed for continued advancement of CLIENT's corporate mission
statement.
7. Other such duties and responsibilities as may be mutually agreed upon by
the parties and made part of this Agreement by signed amendments or
addenda, including but not limited to the following Media campaign package:
8. PROVIDE A CELEBRITY ENDORSEMENT FOR THE CLIENT, (MOST LIKELY XX XXXXXXX),
SUBJECT TO THE CLIENT'S APPROVAL OF CELEBRITY AND COST FOR SUCH IN
ADDITIONAL 144 SHARES OF RESTRICTED STOCK AND CASH.
9. CLIENT WILL PAY ANY AND ALL FEES, AIRFARE, HOTEL, GROUND TRANSPORTATION AND
PER DIEM ASSOCIATED WITH OUT OF STATE TRAVEL FOR ANY CELEBRITY
SPOKESPERSON.
Definitions:
o TV NEWS SPOTLIGHT: A 2-8 minute segment featured on 1/2 hr. TV
newsmagazines airing nationwide.
o VNR: a broadcast-quality 30-90 second narrated Video News Release,
followed by up to 13 minutes of B-Roll and Sound Bites, distributed
via Satellite and Beta Broadcast Masters for inclusion on national and
local news programs and talk shows.
o NEWSPAPER FEATURE: 1-3 column news article with photo and contact info
distributed to over 10,000 newspapers (mainly major market dailies and
weeklies), reaching over 20 million readers (est.).
o RNR: 60 second Radio News Release professionally recorded and
distributed in script form and on CD to 6,600 radio stations for use
on regular news and talk shows.
Whereas CVI have offered their services to the CLIENT, and the CLIENT has chosen
to hire CVI to perform these services;
For mutual consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to as follows:
1. PRODUCTION GUARANTEES
CVI will provide the following productions for CLIENT: B-Roll footage for May
18th, 2007 Symposium in Palm Springs, California, TV News Spotlight, Video News
Release (VNR), Corporate Video (UP TO 10-MIN), Tradeshow Loop Presentation,
Internet Streaming Video, Newspaper Feature, RNR and Commercial Ad. Productions
include complete Scripting (two drafts and a polish per Feature) to CLIENT's
approval; up to four days of Shooting - including locations approved by CLIENT
and on a state-of-the-art sound stage and news set in Hollywood, CA; Emmy
winning news anchors; accredited on-camera news reporter; Voice-over narration;
unlimited Stock Footage from in-house library (17 YEARS WORTH OF ARCHIVED
PRODUCTION FOOTAGE); Complete Post Production / Editing with Graphics, Digital
Editing; Production Insurance, CVI's local Location and Travel expenses and Per
Diem, Director and Producer Fees; printing, postage and mailing, news clippings,
and readership reports. Also includes all overhead and administrative expenses.
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LIMITED CONSULTING CONTRACT PAGE 2 OF 5
2. MEDIA PLACEMENT GUARANTEES
CVI represents, warrants and agrees that:
a) CLIENT's TV News Spotlight and/or VNR will air on national and local cable,
satellite and broadcast affiliates throughout the U.S. and Canada. Programs will
air as regular (non-paid) programming and as sponsored (paid) programming.
b) CVI guarantees at least 10,000 TOTAL AIRINGS of VNR and 15,000 TOTAL AIRINGS
of ad clusters generated from a combination of cablecasts and broadcasts.
Counted airings will take place between 6 AM and 10:30 PM daily, EST and each
city counts as one airing. A 30-60 second VNR will air on seven networks (CNBC,
CNN Headline News, Fox News, MSNBC, The Weather Channel and Bloomberg TV) in 208
markets, with 350 of those airings in the Top 50 markets. Airings will hit 15
million subscribers with a median household income of $65,000 and guarantees a
Xxxxxxx reported reach of more than 482,000 adult viewers.
c) CVI guarantees nationwide distribution of the TV Spotlight and/or VNR on one
or more national networks such as CNN, MSNBC, XXX Xxxx Xxxxxxx, CNBC, Dish
Network and AMC.
d) CLIENT is guaranteed at least twelve interviews on national and/or local
market TV and Radio talk shows during the six month term of this campaign.
e) CLIENT is also guaranteed to receive a minimum of 100 Newspaper Feature
placements;
f) 200 Radio News Release (RNR) placements.
g) Monthly updates of CLIENT's headlining events in major financial / business
E-newsletter sent to over 650,000 opt-in subscribers including: 250,000+
financial services professionals, 50,000+ key corporate decision makers and
350,000+ investors.
CLIENT will receive usage reports with maps, bar charts, pie charts and
circulation data plus physical clippings from newspapers and
magazines---verifying the guaranteed number of placements and audience
impressions. TV, Print and Radio elements are subject to editing by media
outlets.
3. PROMOTIONAL ELEMENTS
a) CLIENT will receive ONE HUNDRED (100) fully packaged VHS or CD copies of
the Corporate Video or TV News Spotlight (CLIENT's choice) with the option
to purchase more at guaranteed competitive prices. CLIENT is free to choose
five additional TV airings instead of the copies.
b) CLIENT's complete Spotlight transcript, CLIENT logo, capsule description
and links to CLIENT's site will be featured as a TOP STORY during the six
month term of this campaign on one or more news portals.
c) CLIENT will receive Video Streaming of CLIENT's Spotlight for at least six
months.
4. GRANT OF RIGHTS
a) CVI hereby grants to CLIENT the complete, unconditional and exclusive
worldwide ownership in perpetuity of the Corporate Video, Tradeshow Loop
Presentation, and Internet Streaming versions. CLIENT shall, accordingly,
have the sole and exclusive right to copyright any such materials in its
name, as the sole owner and author thereof (it being understood that for
such purposes CVI shall be CLIENT's "employees for hire" as such term is
defined in the United States Copyright Act). However, any re-editing /
re-purposing of footage containing TV news anchors and reporters for
commercial broadcast use (e.g. infomercial usage) will require their
written approval. CVI grants to CLIENT the rights to: a) approve Scripts
prior to Shooting; b) approve final edited corporate version; c) receive
additional VHS, DVD, or CD copies of all materials at guaranteed rates.
CLIENT IS FREE TO USE ANY VENDOR IF CVI CANNOT MATCH THEIR WRITTEN QUOTE.
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LIMITED CONSULTING CONTRACT PAGE 3 OF 5
b) CLIENT grants to CVI all rights to edit, distribute, exhibit, syndicate and
market worldwide the approved VNR (via cable, network TV, satellite, cruise
lines, airlines, video, internet, CD, DVD, etc.) in perpetuity all
programming created for broadcast purposes under this Agreement. CVI and
its partners retain complete ownership and editorial content of its TV,
Radio, and Internet shows, and websites.
ARTICLE I
CLIENT hereby contracts CVI commencing on the date specified below and
continuing for a period of up to six (6) to twelve (12) months or until CVI has
performed the above mentioned services, whichever shall come first, to act as an
independent agent to or though its agents, servants, and employees perform such
services for CLIENT as are consistent with the intent of this Agreement.
In consideration for providing the media consulting services to the
Company, CVI will receive the following media consulting fee: (a) $100,000.00 in
cash payable on the later of 60 days after the commencement date of this
Agreement or on the date the Blackwater Capital funding occurs but in no case
later than September 30, 2007, (b) 1,500,000 shares of restricted stock (the
"Shares") to be released 500,000 Shares on each of June 30, 2007, September 30,
2007, and December 31, 2007, and (c) a warrant to be issued on December 31, 2007
to purchase one million (1,000,000) shares of the Company's common stock at an
exercise price of seventy-five cents ($0.75) per share exercisable for a period
of three years from the date of issuance (the "Warrant"). The shares underlying
the Warrant and the Shares will have piggyback registration rights on the first
available registration filing on Form XX-0, X-0 or S-3.
ARTICLE II
CLIENT agrees that CVI will have the right to use CLIENT's personnel
and CVIs when necessary, and CVI will provide and pay all costs pertaining to
this Agreement relating to legal and other necessary services required for CVI
to perform its duties.
ARTICLE III
If any portion of this Agreement is determined to be void as against
the law or public policy, such provision shall not render the entire Agreement
void, but only the invalid portion shall be so construed, and those provisions
of this Agreement as evidenced by this Agreement shall be entered into and
carried out.
The parties agree that in the event any party to this Agreement shall
fail or refuse to perform any of the provisions of this Agreement, the other
party hereto shall be entitled to injunctive relief enjoining and restraining
the violations of any of the provisions of this Agreement and compelling
specific performance of this Agreement as set forth herein.
The waiver by either party of breach or violation of, or failure to
comply with, any term condition or provision of this Agreement by the other
party shall not effect this Agreement and shall not operate or be construed as a
waiver of any subsequent breach, rights, or remedies of the parties hereto.
No departure from this Agreement will constitute a waiver or modification
of any of the provisions or conditions, or the rights, or remedies of either of
the parties hereto.
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This Agreement is made with reference to the laws of the State of
California, unless another state may have jurisdiction in this transaction
requiring the application of that state's laws to this particular transaction.
It is expressly understood that this Agreement shall bind any
successors, assigns, subsidiaries, or extensions to the parties hereto.
It is expressly understood and agreed that CLIENT and CVI are
completely separate entities and are not partners, joint ventures, nor agents
for each other in any sense whatsoever and neither party has the power or right
to obligate or bind the other. It is also expressly understood that CVI has not
represented itself as a brokerage firm, venture capital firm, or by other
definition, a capital raising entity in this transaction.
This Agreement is complete and it is mutually agreed and understood
that no other agreements, statements, inducements, or representations, written
or verbal, have been made or relied upon by either party. In addition, because
CVI has agreed to accept CLIENT'S stock as compensation for its services; CLIENT
understands and agrees that CVI does not recommend or give any advice to
investors regarding CLIENT'S stock, including evaluations or performance. CVI
makes no representations or warranties that its services contemplated herein
will have any bearing whatsoever on CLIENT'S present or future share price. The
modifications hereto or amendments hereto shall be binding when presented in
writing and signed by both parties.
This Agreement may be signed in counterpart.
Signed by a person or persons duly authorized by CLIENT and CVI.
FOR CVI FOR CLIENT
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxx
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CLEARVISION INC. ENVIRONMENTAL SERVICE PROFESSIONALS INC
By: By: CEO
6/1/07 6/1/07
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DATE: DATE:
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LIMITED CONSULTING CONTRACT PAGE 5 OF 5
