FINANCIAL PUBLIC RELATIONS AGREEMENT
This FINANCIAL PUBLIC RELATIONS AGREEMENT, made this 24th day of July,
2000, by and between: FETCHOMATIC GLOBAL INTERNET, INC., located at 000-000
Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX, X0X-0X0 (hereinafter referred to as the
"COMPANY"), and STRATEGIC INVESTORS GROUP, located at 0000 X.X. 00xx Xxxxx,
Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000, (hereinafter referred to as "CONSULTANT").
WITNESSETH THAT:
WHEREAS, the COMPANY requires financial public relations services and
desires to employ CONSULTANT to provide such services, and CONSULTANT is
agreeable to such employment, and the parties desire a written document
formalizing and defining their relationship and evidencing the terms of their
agreement;
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT
The COMPANY hereby appoints CONSULTANT as its financial public relations
counsel and hereby retains and employs CONSULTANT on the terms and conditions of
this Agreement. CONSULTANT accepts such appointment and agrees to perform the
services upon the terms and conditions of this Agreement.
2. TERM
The term of this Agreement shall begin on the date of signing, and shall
continue until performed fully or terminated by either party upon written
notice.
3. SERVICES
(a) CONSULTANT shall act, generally, as a financial public relations
advisor, essentially acting (1) as liaison between the COMPANY and its
shareholders; (2) as advisor to the COMPANY with respect to existing and
potential market makers, broker-dealers, underwriters, and investors as well as
being the liaison between the COMPANY and such persons; and, (3) as advisor to
the COMPANY with respect to communications and information as well as planning,
designing, developing, organizing, writing and distributing such communications
and information.
(b) CONSULTANT shall seek to make the COMPANY, its management, its
products, and its financial situation and prospects known to the financial press
and publications, broker-dealers, mutual funds, institutional investors, market
makers, analysts, investment advisors and other members of the financial
community as well as the financial media and the public generally.
Specifically, CONSULTANT will draft and publish press releases, relating to the
COMPANY and its business developments, with wire sources to reach information
services and newspapers. During the term of this engagement, CONSULTANT,
concomitantly with the COMPANY, will approve any and all press releases. This
includes any press releases drafted by other financial public relations or
investor relations firms. Additionally, CONSULTANT will disseminate from
time-to-time, an Investor Update which will be sent to all members of its
database.
(c) CONSULTANT shall assist in establishing, and advise with respect to:
shareholder meetings; interviews of COMPANY officers by the financial media;
and, interviews of COMPANY officers by analysts, market makers, broker-dealers,
and other members of the financial community.
(d) CONSULTANT shall draft a due diligence package for the COMPANY, which
will be used as promotional material to be sent to brokers, broker/dealers,
investors and other members of the financial community. The due diligence
package will consist of an: At-A-Glance, Executive Summary, President's Letter,
current financial statements, and pro forma
financial statements. The COMPANY will provide all relevant information
necessary to prepare the due diligence package.
(e) CONSULTANT, in providing the foregoing services, shall be responsible
for all costs of providing the services, with the exception of preparing and
mailing due diligence packages, which will be the responsibility of the COMPANY.
CONSULTANT's compensation under Paragraph 7 shall be deemed to include all other
costs and expenses, except for alternative promotion methods discussed in
Paragraph 8 below.
4. LIMITATIONS OF SERVICES
The parties recognize that certain responsibilities and obligations are
imposed by federal and state securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in-house "due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, CONSULTANT agrees:
(a) CONSULTANT shall NOT conduct any meeting with financial analysts
without informing the COMPANY in advance of the proposed meeting and the format
or agenda of such meeting and the COMPANY may elect to have a representative
attend such meeting.
(b) CONSULTANT shall NOT release any information or data about the COMPANY
to any selected or limited person(s), entity, or group if CONSULTANT is aware
that such information or data has not been generally released or promulgated.
And,
(c) After notice by the COMPANY of filing for a proposed public offering of
securities of the COMPANY, and during any period of restriction on publicity,
CONSULTANT shall not engage in any public relations efforts not in the normal
course without approval of counsel for the COMPANY, and of counsel for the
underwriters), if any.
5. DUTIES OF COMPANY
(a) The COMPANY shall supply CONSULTANT, on a regular and timely basis,
with all approved data and information about the COMPANY, its management, its
products, and its operations, and the COMPANY shall be responsible for advising
CONSULTANT of any facts which would affect the accuracy of any prior data and
information previously supplied to CONSULTANT so that CONSULTANT may take
corrective action.
(b) The COMPANY shall supply CONSULTANT with accurate and timely
information relating to business developments of the COMPANY sufficient for
CONSULTANT to draft and publish, at a minimum, two (2) press releases per week,
beginning upon execution of this Agreement and continuing until this Agreement
is terminated. The COMPANY must ensure that the information emphasizes revenue
generation. The COMPANY will designate one individual who will be the point of
contact for the coordination of press release information.
(c) The COMPANY shall promptly supply CONSULTANT: with full and complete
copies of all filings with all federal and state securities agencies; with full
and complete copies of all shareholder reports and communications, whether or
not prepared with CONSULTANT's assistance; with all data and information
supplied to any analyst, broker-dealer, market maker, or other member of the
financial community; and, with all product/services brochures, sales materials,
etc., or other information which may be of assistance in promoting the COMPANY.
(d) The COMPANY shall promptly notify CONSULTANT of the filing of any
registration for the sale of securities and of any other event which triggers
any restrictions on publicity. And,
(e) The COMPANY shall contemporaneously notify CONSULTANT if any
information or data being supplied to CONSULTANT has not been generally released
or promulgated.
6. REPRESENTATION AND INDEMNIFICATION
(a) The COMPANY shall be deemed to make a continuing representation of the
accuracy of any and all material facts, information and data which it supplies
to CONSULTANT and the COMPANY acknowledges its awareness that CONSULTANT will
rely on such continuing
representation in disseminating such information and otherwise performing its
public relations functions.
(b) CONSULTANT, in the absence of notice in writing from the COMPANY, will
rely on the continuing accuracy of material information and data supplied by the
COMPANY.
(c) The COMPANY hereby agrees to indemnify CONSULTANT against, and to hold
CONSULTANT harmless from any claims, demands, suits, loss, damages, etc. arising
out of CONSULTANT's reliance upon the accuracy and continuing accuracy of such
facts, material information, and data, unless CONSULTANT has been negligent in
fulfilling the duties and obligations hereunder;
(d) CONSULTANT agrees to indemnify and hold the COMPANY, its directors,
officers and employees, harmless from any legal action, claims, or
investigations arising from the conduct of the CONSULTANT in performing its
services hereunder unless such activity or activities are required by or done at
request of the COMPANY.
7. COMPENSATION
As compensation for services, CONSULTANT shall receive:
(a) a one (1) time cash fee of $10,000.00 upon execution of this Agreement;
(b) 25,000 shares of the Company's free trading stock upon execution of
this Agreement, and each month thereafter, for a period of two (2) months;
(c) 15,000 shares of the Company's free trading stock upon execution of
this agreement, and each month thereafter, for a period of four (4) months;
(d) a one (1) year option to purchase 50,000 shares of the Company's free
trading stock after two (2) months, at the opening bid price on the day of
execution of this Agreement, assuring the parties agree to go forward with the
balance of the term of this Agreement; and
(e) a one (1) year option to purchase 50,000 shares of the Company's free
trading stock, at the opening bid price on the day of execution of this
Agreement, upon completion of each of the following four (4) months of the
Agreement.
For all special services, not within the scope of this Agreement, the
COMPANY shall pay CONSULTANT such fees as and when the parties shall determine
in advance of performance of the special services provided that the COMPANY has
agreed to the special services.
8. ALTERNATIVE PROMOTION METHODS
SIG will make recommendations as to alternative promotion methods.
Fetchomatic will determine which, if any, alternative promotion methods will be
used, as well as the method of payment.
9. BILLING AND PAYMENT
The monthly fee, consisting of free trading stock, provided for in
Paragraph 7 shall be due and payable upon execution of this Agreement, and on
the same day each month thereafter. The options will be earned as indicated
above.
10. RELATIONSHIP OF PARTIES
CONSULTANT is an independent contractor, responsible for compensation of
its agents, employees and representatives, as well as all applicable withholding
therefrom and taxes thereon (including unemployment compensation) and all
workmen's compensation insurance. This Agreement does not establish any
partnership, joint venture, or other business entity or association between the
parties and neither party is intended to have any interest in the business or
property of the other.
11. TERMINATION
This agreement may be terminated by either party two (2) months from
execution of the Agreement or, by mutual agreement, during the next four (4)
months.
12. WAIVER OF BREACH
The wavier of either party of a breach of any provision of this Agreement
by the other party shall not operate or be construed as waiver of any subsequent
breach by the other party.
13. ASSIGNMENT
The agreement shall not be assignable and will not inure to the benefit of
successors or assignees.
14. NOTICES
Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing, and if sent by certified mail, return receipt
requested, to the addresses identified above.
15. ENTIRE AGREEMENT
This instrument constitutes the entire agreement of the parties and may be
modified only be agreement in writing, signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought. This Agreement shall be governed, for all purposes, by the laws of the
State of Florida. If any provision of this Agreement is declared void, such
provision shall be deemed severed from this Agreement, which shall otherwise
remain in full force and effect.
16. FACSIMILE SIGNATURES
The facsimile signatures for the purposes of this Agreement shall be
binding upon the parties as such.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.
STRATEGIC INVESTORS GROUP
By: /s/ signed
Xxxxxxx Xxxx Xxxxx
President
FETCHOMATIC GLOBAL INTERNET, INC.
By: /s/ signed
Xxxxx Xxxxxx
President
