Exhibit 10.4
INVESTOR RELATIONS AGREEMENT
This Investor Relations Agreement is made between ROUND II INC, with offices at
0000 Xxxx Xxxxx XX Xxxxx, Xx 00000 hereafter referred to as "CONTRACTOR" and
Secured Diversified Investments, Ltd with offices at 0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx, xx 00000 hereafter referred to as "CLIENT".
A. Recitals.
o CONTRACTOR is engaged in the occupation of providing investor
relations services to large and small businesses. The focus of
these services concerns providing business entities with
support for communicating with its investor base. These
services include, but are not limited to, handling phone calls
and mailing literature created by business entities to its
investor base.
o CLIENT is a business entity desirous of establishing a
relationship with a firm to handle its communications with its
investor base.
WHEREFORE, CONTRACTOR AND CLIENT AGREE AS FOLLOWS:
1. Services to Be Performed.
CONTRACTOR agrees to perform the following financial consulting services on
CLIENT'S behalf:
a. Perform two mailings (up to 400 shareholders per
mailing) from CLIENT to its investor base; this
includes the process of gathering, managing and
executing CLIENT'S investor relation's mailings;
b. Respond to all Email questions and send hard copy
files of all questions and responses quarterly.
c. Perform phone call contacts with CLIENT'S investor
base with information and content created by CLIENT;
and, respond to all incoming calls from shareholders
or prospective investors, as well as build and
maintain call-inquires database (hard copy sent at
close of contract).
d. Attend and moderate all Due Diligence meeting either
CLIENT or CONTRACTOR deem appropriate.
e. Monitor the (Ragingbull & Yahoo) Internet threads and
respond to inquiries about Client and its affiliates,
subsidiaries and other holdings.
f. Build a database of all contacts interested in
Secured Diversified Investments, Ltd
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g. Consult with CLIENT in any matters that fall within
the scope of this agreement.
h. Will include a one-page company profile to be to be
updated monthly included on
xxx.xxxxxxxxxxxxxxxxxxxx.xxx or one of CLIENT'S
financial web pages.
i. Prepare a monthly report on shareholder sentiment.
j. Moderate and attend bimonthly conference calls
providing client and contractor deem necessary.
2. Payment from CLIENT to CONTRACTOR for Services Rendered.
In consideration for the services to be provided by CONTRACTOR to CLIENT,
CLIENT agrees to pay CONTRACTOR 500,000 shares of the common stock of
Secured Diversified Investments, Ltd and $ 1500.00 per month paid upon the
signing of this agreement. All Shares will be 144 D and with a hold of no
more then twelve months. Restricted shares will be taken at par value and
as a one time retainer. Additional l cash payments will be made on the 15th
of each month.
3. Terms of payment:
Within 7 days of the signing of this contract. No work shall begin until
payment is received.
4. Expenses.
CLIENT shall be responsible for any and all costs related to the services
to be performed by CONTRACTOR under this Agreement. These costs include,
but are not limited to, postage, copying, long distance phone calls.
CONTRACTOR will be responsible for the mailing of up to 400 shareholders/
Investors and introductory letter and company profile. CONTRACTOR will
invoice CLIENT for all cost associated with the performance of this
project. CLIENT will approve all expenses over $ 100.00 in writing.
CONTRACTOR will not xxxx any expenses unless they exceed $1500.00 per
month. Any expenses above $1500.00 and over $100.00 must be pre-approved in
writing.
5. Independent Contractor Status.
CONTRACTOR is an independent contractor. Neither CONTRACTOR nor
CONTRACTOR'S employees (if any) or contract personnel are, or shall be
deemed, CLIENT'S employees. In his capacity as an independent contractor,
CONTRACTOR agrees and represents, and CLIENT agrees as follows: CONTRACTOR
reserves the right to perform services for others during the term of this
Agreement; however, CONTRACTOR will not perform services for any
competitors of CLIENT'S during the term of this Agreement, or for a period
of two years after the services rendered under this Agreement have been
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completed. CONTRACTOR has the sole right to control and direct the means,
manner and method by which he performs the services to be rendered pursuant
to this Agreement. CONTRACTOR has the right to perform the services
required under this Agreement at any place or location or at any time he
determines is appropriate. CONTRACTOR has the power to hire assistants,
subcontractors, or to use employees or contract personnel to provide the
services agreed to herein. The services to be provided by CONTRACTOR to
CLIENT are to be performed solely by CONTRACTOR, or any assistants,
subcontractors, employees or contract personnel whom CONTRACTOR deems are
necessary to perform said services. CLIENT shall not hire, supervise or
control any assistants to help CONTRACTOR, and neither shall CLIENT provide
any training to said personnel. CLIENT shall not require that CONTRACTOR,
or any of CONTRACTOR'S employees, assistants, contract personnel or
subcontractors devote full time to the services to be performed herein.
6. Permits and Licenses.
CONTRACTOR has complied with all federal, state and local laws requiring
business permits, certificates, and licenses required to carry out the
services to be performed under this Agreement.
7. State and Federal Taxes.
CLIENT will not withhold FICA from CONTRACTOR'S payments or make FICA
payments on CONTRACTOR'S behalf; Client will not make state of federal
unemployment compensation contributions on CONTRACTOR'S behalf; or,
withhold state or federal income taxes from CONTRACTOR'S payments.
8. Fringe Benefits.
CONTRACTOR understands that neither CONTRACTOR nor Consultant's employees
or contract personnel are eligible to participate in any employee pension,
health, vacation pay, sick pay, or other fringe benefit plan of CLIENT.
9. Workers' Compensation.
CLIENT shall not obtain workers' compensation insurance on behalf of
CONTRACTOR or any of Consultant's employees, or contract personnel. If
CONTRACTOR does have to hire employees or contract personnel in order to
perform the services contemplated under this Agreement, then CONTRACTOR
will bear all responsibility for acquiring workers' compensation insurance
and agrees to hold CLIENT harmless from any claim for workers' compensation
benefits filed by one of CONTRACTOR'S employees, subcontractors or contract
personnel in performing the services rendered under this Agreement.
CONTRACTOR also agrees to hold CLIENT harmless from all costs and
attorney's fees in the event that any claim contemplated under this section
by one of CONTRACTOR'S employees or contract personnel is filed.
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10. Unemployment Compensation.
CLIENT shall make no state or federal unemployment compensation payments on
behalf of CONTRACTOR or any of Consultant's subcontractors, employees, or
contract personnel. Consultant will not be entitled to these benefits in
connection with work performed under this Agreement.
11. Insurance.
CLIENT shall not provide insurance coverage of any kind for CONTRACTOR or
Consultant's employees or contract personnel. Further, CONTRACTOR shall
hold CLIENT harmless from any loss or liability arising from performing
services under this Agreement.
12. Term of Agreement.
This Agreement will become effective when signed by both parties and will
terminate 6 months from the signing of this agreement.
13. Termination of the Agreement.
With reasonable cause, either CLIENT or CONTRACTOR may terminate this
Agreement, effective immediately upon giving written notice to the party at
the address noted in this Agreement, upon certified mail, return receipt
requested. "Reasonable Cause" is limited to a material breach of this
Agreement including, but not limited to, CLIENT'S failure to pay
CONTRACTOR, or CONTRACTOR'S failure to perform the agreed to services
herein.
14. Entire Agreement.
This Agreement is the entire agreement of the parties, and all other oral
or written understandings, agreements, and promises are merged into this
document.
15. Intellectual Property Ownership.
CONTRACTOR assigns to CLIENT all patent, copyright, trademark and trade
secret rights in anything created or developed by CONTRACTOR under this
Agreement. CONTRACTOR agrees to help CLIENT secure any formal intellectual
property rights in said interests by completing any and all paperwork
necessary. However, Client agrees to pay all of CONTRACTOR'S costs in this
regard, including attorney's fees relevant to this assignment.
16. Confidentiality.
CONTRACTOR will not disclose or use, either during or after the term of
this Agreement, any proprietary or confidential information of CLIENT
without CLIENT'S prior written consent except to the extent necessary to
perform services on CLIENT'S behalf. Proprietary or confidential
information includes: Written, printed, graphic or electronically recorded
materials furnished by CLIENT for CONTRACTOR to use; Business plans,
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customer lists, operating procedures, financial statements, trade secrets,
design formulas, accounting information, know-how, computer programs and/or
inventories and improvements of any kind; and, Information belonging to any
of CLIENT'S customers and suppliers about whom Consultant gained knowledge
as a result of CONTRACTOR'S services to CLIENT.
17. Resolving Disputes.
Should a dispute between the parties arise over the services rendered under
this Agreement, its interpretation, or any other aspect of the relationship
between CONTRACTOR and CLIENT, the parties agree to submit the matter to
binding arbitration in the San Diego County Superior Court and pursuant to
the arbitration procedures outlined in the California Code of Civil
Procedure. Costs shall be borne equally by the parties. Judgment by the
arbitrator may be entered in any court of competent jurisdiction. Costs and
fees may be awarded to the prevailing party.
18. Applicable Law.
This Agreement is governed and shall be construed according to the laws of
the State of California.
19. Notices.
All notices and other communications in connection with this Agreement
shall be in writing and shall be considered given either when delivered
personally or five days after deposit into the U.S. Mail with full postage
prepaid thereon, certified mail, return receipt requested.
20. No Partnership.
This Agreement does not create a partnership relationship. CONTRACTOR does
not have the authority to enter into contracts on CLIENT'S behalf.
21. Assignment and Delegation.
CONTRACTOR may not assign any obligations under this Agreement without
CLIENT'S prior written approval.
22. Authority to Bind Principals.
Both CLIENT and CONTRACTOR represent that the signatories hereto have
complete authority to bind their principal corporations or other business
entities to the terms of this Agreement.
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CONTRACTOR:
ROUND II INC
PRESIDENT
XXXXXX X. XXXXXX,
Dated: August 19, 2004
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CLIENT:
SECURED DIVERSIFIED INVESTMENTS, LTD
PRESIDENT AND CHAIRMAN OF THE BOARD
XXXXXXXX X. XXXXXX,
Dated: August 19, 2004
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