EXHIBIT 10.10
FINANCIAL SERVICES AGREEMENT
BETWEEN
FIRST AMERICAN FINANCIAL GROUP
AND
ADZONE RESEARCH, INC.
WHEREAS, ADZONE RESEARCH, INC. (ADZR), whose address is 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000, is desirous of securing financing vis a vis a Private
Placement or any other form of financing acceptable to ADZR, and
WHEREAS, FIRST AMERICAN FINANCIAL GROUP (First American), whose address is
000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, is interested inn acting as a
Financial Consultant to ADZR in the pursuit of its desired objective,
NOW, THEREFORE, both parties do hereby agree to the following:
1. ADZR will compensate First American as outlined in #3 herein for any
successful negotiation resulting from an introduction made by First American to
any of its Investment Funds.
2. All negotiations shall be conducted through First American to the extent
that First American deems it appropriate.
3. First American shall be entitled to compensation as follows:
i. A cash fee equal to five percent (5%) of the gross amount of any
financing accepted by ADZR.
ii. That number of common shares of ADZR equal to five percent (5%) of
the gross amount of any financing accepted by ADZR divided by the price per
share (valuation) agreed to with the Investor.
4. In consideration of the expense to be incurred by First American, ADZR
hereby agrees to pay a non-accountable expense allowance to First American in
the sum of ten thousand dollars ($10,000). Fifty percent ($5,000) is due and
payable upon signing of this Agreement; fifty percent ($5,000) is due and
payable upon first funding.
5. In consideration of the relationship between First American and its
Fund, ADZR agrees that said fees as outlined in #3 herein shall be payable to
First American on any additional financing(s) provided by any of its Funds to
ADZR for a period of sixty (60) months from date.
Further this Agreement is also binding on subsidiaries or affiliates of
ADZR, its principals, and their successors and assigns.
6. ADZR will be responsible for providing all of the necessary corporate
material, financial information and access to data reasonably required for First
American to perform its duties.
7. ADZR acknowledges that the Terms and Conditions of this Agreement,
and/or any related Term Sheet, as well as any information pertaining to any of
First American's Investment Funds or any other Financing sources are to be
considered strictly Confidential. No information pertaining to, but not limited
to, the above may be distributed to the public or any third party without the
express written permission of First American.
8. Any and all claims, disputes, controversies or differences arising
between the parties hereto in relation to or in connection with this Agreement,
shall be settled according to the rules of the American Arbitration Association
in New York County, New York before one Arbitrator selected in accordance with
said rules. The decision of such Arbitrator shall be final and binding upon the
parties hereto and may be enforced by any court having jurisdiction over the
subject matter contained therein. In addition to any Award granted, the
prevailing party shall be entitled to payment of all costs and expenses related
to the Arbitration.
9. This Agreement represents the total agreement between the parties. This
contract cannot be modified or changed unless done so in writing and signed by
all parties hereto.
10. This Agreement shall be governed by the Laws of the State of New York.
Should any portion of this Agreement be held to be illegal, then only that
portion shall be void and not the entire Agreement.
11. ADZR acknowledges that First American is neither attorneys, accountants
nor brokers and is acting exclusively as an independent contractor on a
financial consulting basis. Accordingly, ADZR and/or its Officers, Directors,
Employees or assigns hereby agree to indemnify and hold First American harmless
from and against any losses, claims, damages, liabilities, fees, costs or
expenses arising from any transaction agreed upon between an Investment Fund and
ADZR.
12. The undersigned acknowledges that he has authority from the Board of
Directors of ADZONE Research, Inc. to execute this Agreement.
Agreed & Accepted:
ADZONE RESEARCH, INC. FIRST AMERICAN FINANCIAL GROUP
s/ XXXXXXX XXXXXXX s/ XXXXXXX X. XXXXXX, XX
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Xxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxx, Xx.
Chief Executive Officer, Chairman Managing Director
Dated: June 20, 2002 Dated: June 19, 2002
