EXHIBIT 10.71
PUBLICITY AGREEMENT
PREPARED FOR INVISA, INC
BY CAPITAL FINANCIAL MEDIA, INC.
AGREEMENT ("Agreement") made this 22nd day of July 2003, by and between Capital
Financial Media, Inc. ("Consultant") and INVISA, INC. (the "Company").
WITNESSETH:
WHEREAS, the Company desires to publicize itself with the intention of making
its name and business better known, and
WHEREAS, the Consultant is in the business of planning, production and execution
of direct mail advertising and other related public relations activities.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed:
1. CONSULTANT. The Company engages Consultant as its media, direct mail
and public relations consultant to provide consultation, support, and assistance
in planning and implementing a long-term campaign to enhance and expand public
awareness of the Company, its technology, products and business opportunity. The
Services to be provided by Consultant are on a time availability basis.
2. DOCUMENTS AND INFORMATION. The Company shall be responsible for all
documents and information utilized in connection with the media and public
relations campaign. All documents and information disseminated to the public
shall be submitted to the Company in writing for its approval.
3. THIRD PARTY COSTS. All third party costs shall be the responsibility of
the Company. All such costs shall be submitted to the Company for approval, in
writing, in advance of being incurred. The Company shall contract with and pay
the vendors of such third party services.
4. CONSULTING FEE. As full and complete compensation hereunder, the
Company agrees to pay Consultant $191,500. $100,000 of the consulting fee has
been paid by the Company to Consultant. The balance ($91,500) shall be paid
August 5, 2003.
5. CONSULTANT DISCLAIMER. CONSULTANT MAKES NO REPRESENTATION THAT: (A) ITS
PUBLICATION AND DISTRIBUTION OF THE ADVERTISING PROGRAMS WILL RESULT IN ANY
ENHANCEMENT TO THE COMPANY, (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL BECOME A SHAREHOLDER IN THE
COMPANY AS A RESULT OF THE DISTRIBUTION OR (D) ANY PERSON WILL LEND MONEY TO OR
INVEST IN THE COMPANY.
6. LIMITATION OF CONSULTANT LIABILITY. If Consultant fails to perform its
services hereunder, its entire liability to the Company shall not exceed the
lesser of: (a) the amount of cash payment Consultant has received from the
Company excluding any non-refundable deposits and expenses, costs or vendor
distributions already made or incurred (b) the actual and direct damage to the
Company as a result of such non-performance. IN NO EVENT WILL CONSULTANT OR
PARTNER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY
CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY
RELATED TO THIS AGREEMENT OR THE ACTIVITIES UNDERTAKEN AS A RESULT, EXCEPT WHEN
ANY CLAIM ARISES AS A RESULT OF CONSULTANT CONDUCTING AN UNAUTHORIZED MAILING OR
MAILING UNAUTHORIZED MATERIALS.
7. OWNERSHIP OF MATERIALS. All right, title and interest in and to
materials to be produced by Consultant in connection with the services to be
rendered under this Agreement shall be and remain the sole and exclusive
property of the Company. At least monthly, Consultant shall provide the Company
with a list of all individuals to whom information regarding the Company was
mailed excluding any rented mailing lists.
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PUBLICITY AGREEMENT
The Consultant will maintain a record of all its mailing lists and contact lists
used in the event the Company is required, under law, to disclose the recipients
of the mailing.
8. CONFIDENTIALITY. Until such time as the same may become publicly known
as directed by the Company, Consultant agrees that any information or material
provided to it by the Company is confidential ("Confidential Material") and will
not be revealed or disclosed to any person or entity, except as may be necessary
in the performance of this Agreement. Consultant shall require any person to
whom Consultant provides access to such Confidential Material to keep same
confidential. Upon completion of Consultant's services and upon written request
to it, Consultant shall return to the Company all Confidential Material.
9. NOTICES. All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such address as to which notice
pursuant to this section may be given, and shall be given by personal delivery,
by certified mail (return receipt requested), Express Mail, or by national
overnight courier. If Company is a non-resident of the United States; the
equivalent services of the postal system of the Company's residence may be used.
Notices will be deemed given upon the earlier of actual receipt or three (3)
business days after being mailed or delivered to such courier service.
NOTICES SHALL BE ADDRESSED TO CONSULTANT AT:
Capital Financial Media, Inc.
Attn: Xxxxx Xxxx
000 X - XX 0xx Xxxxxx
Xxxxxx Xxxxx, XX 00000
(000) 000-0000
AND TO THE COMPANY AT:
Invisa, Inc.
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(000) 000-0000
Such addresses and notices may be changed at any time by either party by
utilizing the foregoing notice procedures. Any notices to be given hereunder
will be effective if executed by and sent to the attorneys for the parties
giving such notice, and in connection therewith the parties and their respective
counsel agree that in giving such notices counsel may communicate directly in
writing with such parties to the extent necessary to give such notice.
10. COMPLIANCE WITH LAW. Consultant shall have no obligation to send any
mailings to residents of States of the United States of America in which the
common stock of the Company cannot be secondarily traded on a solicited basis.
The Company and Consultant will agree upon the States to which the mailings will
be directed. All advertising/advertorial disseminations sponsored by the Company
will be fully disclosed as paid advertising (disclosing the amount and nature of
compensation and associated costs of the program as provided for by applicable
US Securities Acts and other Regulations.)
11. MISCELLANEOUS.
(A) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of
the State of Florida without regard to the principles of
conflicts of law thereof. Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the State of
Florida for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of
any such court, or that such suit, action or proceeding is
improper.
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PUBLICITY AGREEMENT
(B) Venue. Any litigation under this Agreement shall have as its
sole and exclusive venue the appropriate state or federal
courts sitting in the State of Florida.
(C) Multiple Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an
original. It shall not be necessary that each party execute
each counterpart, or that any one counterpart be executed by
more than one party, so long as each party executes at least
one counterpart.
(D) Separability. If any one or more of the provisions of this
Agreement shall be held invalid, illegal, or unenforceable,
and provided that such provision is not essential to the
transaction provided for by this Agreement, such shall not
affect any other provision hereof, and this Agreement shall be
construed as is such provision had never been contained
herein.
(E) Regulatory Acceptance. If the stock of the Company is listed
on a foreign exchange(s), this Agreement shall be subject to
its acceptance by such exchange(s) to the extent required by
the rules of such exchange(s).
(F) Presumption Against Draftsman. The parties acknowledge that
each party and its counsel have participated in the
negotiation and preparation of this Agreement. This Agreement
shall be construed without regard to any presumption or other
rule requiring construction against the party causing the
Agreement to be drafted.
(G) The duties and obligation of the Company shall inure to the
benefit of the Consultant.
(H) This Agreement is subject to approval by the Company's Board
of Directors as to: (a) this Agreement; and (b) funding.
EXECUTED as a sealed instrument as of the day and year first above written.
Capital Financial Media, Inc. INVISA, INC.
By: /s/ Xxxxx Xxxx 7/22/03 By: /s/ Xxxxxxx X. Xxxxxxx, President
---------------------------- ------------------------------------
Duly Authorized Duly Authorized
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PUBLICITY AGREEMENT
EXHIBIT A
Funds Delivery Instructions
By Wire:
Mellon Bank
0 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
ABA# 0000-0000-0
Swift #MELN US 3P
Credit: Xxxxxxx Xxxxx
A/C#: 101-1730
Customer Name: Capital Financial Media
Customer Acct #: 731-07C38
By Check:
Capital Financial Media, Inc.
Attn: Xxxxx Xxxx
000 X - XX 0xx Xxxxxx
Xxxxxx Xxxxx, XX 00000
(000) 000-0000
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