10.19 Professional Services Agreement -
Company and Xxxxxxxx Xxxx Securities Limited
FINANCIAL SERVICES AGREEMENT
This Financial Services Agreement is made and entered into to be effective as of
the date upon which Financial Services were first rendered in accordance
herewith and is by and between Xxxxxxxx-Xxxx Securities Limited (OGSL) and
BioProgress Technology International, Inc. (Client). OGSL is willing and able to
provide various valuable services for and on behalf of Client in connection with
the business of Client including, but not limited to, procuring equity or debt
finance for the Company (together the Services). Client desires to retain OGSL
as provider of Services to be performed by OGSL on behalf of Client and OGSL
desires to be retained in that capacity upon the terms and conditions
hereinafter set forth. In consideration of the foregoing premises, the mutual
promises and agreements hereinafter set forth, and such other and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Client and OGSL agree as follows:
1. Services. Client hereby retains OGSL and OGSL hereby accepts and agrees to
such retention. OGSL shall render to Client Services of such nature as are
necessary to provide for the day to day financial needs of the Company. It is
not intended that the performance of the Services described herein shall be
accomplished exclusively by OGSL; therefore, OGSL may engage persons as
subcontractors to assist in the discharge of the responsibilities hereunder;
however, the cost of such persons or subcontractors shall be at the cost and
expense of OGSL.
2. Time, Place and Manner of Performance. OGSL shall render Services at
reasonable and convenient times and places. Except as aforesaid, the time, place
and manner of performance of the Services hereunder, including the amount of
time to be allocated by OGSL to any specific service, shall be determined in the
sole discretion of OGSL.
3. Term of Agreement. This agreement shall begin when OGSL first began rendering
Services for Client, and shall terminate when the Services have been fully
rendered hereunder or when a change in control of Client shall have occurred.
4. Compensation. Client shall pay OGSL a fee in the amount of $10,000 per month.
At the option of OGSL, OGSL may elect to take all or any portion of this amount
in shares of the free trading common stock of Client and Client undertakes with
OGSL to procure the registration of such shares as soon as permissible under
statute, law or regulation following the issue of the same. The parties have
agreed that the fair market value of this stock, after considering the financial
condition of Client, as well as the lack of a trading market for the stock, is
$0.28 per share.
5. Loans and Loan Advances. Any and all loans or loan advances made to the
Client by OGSL, or procured by OGSL on behalf of a third party, shall be
unsecured and repayable in full upon formal demand made in writing and submitted
to the Client by OGSL. At the option of OGSL, OGSL may elect to accept repayment
of any and all loans or loan advances made to Client under this Agreement in
shares of the free trading common stock of Client and Client undertakes with
OGSL to procure the registration of such shares as soon as permissible under
statute, law or regulation following the issue of the same. The parties have
agreed that the fair market value of this stock, after considering the financial
condition of Client, as well as the lack of a trading market for the stock, is
$0.28 per share.
6 Expenses. Client shall reimburse OGSL on demand for all expenses and other
disbursements, including, but not limited to, travel, entertainment, mailing,
printing and postage, incurred by OGSL, or any of its subcontractors, on behalf
of Client in connection with the performance of the Services pursuant to this
agreement. Expenses and disbursements in excess of $100 shall have Client's
prior approval. These expenses shall be paid in cash, or, at the option of OGSL,
in shares of Client's common and Client undertakes with OGSL to procure the
registration of such shares as soon as permissible under statute, law or
regulation following the issue of the same. If this option is exercised, said
shares shall be issued at the fair market value therefor, which Client and OGSL
agree will be the closing inside bid price therefor on the date of payment. 6.
Work Product. It is agreed that, all intellectual property, business contacts,
commercial knowledge, actual or intangible know-how, documents, materials, and
any and all other work produced or performed by the OGSL pursuant to this
Agreement shall be the sole and exclusive property of the Client upon payment to
the OGSL therefor.
7. Disclosure of Information. OGSL recognizes and acknowledges that OGSL has and
will have access to certain confidential information of Client and its
affiliates that are valuable, special and unique assets and property of Client
and such affiliates. OGSL will not, during or after the term of this agreement,
disclose, without the prior written consent or authorization of Client, any such
information to any person, except to authorized representatives of OGSL or its
affiliates for purposes of the Services to be rendered under this agreement, for
any reason or purpose whatsoever. In this regard, Client agrees that such
authorization or consent to disclosure may be conditioned upon the disclosure
being made pursuant to a secrecy agreement, protective order, provision of
statute, rule, regulation or procedure under which the confidentiality of the
information is maintained in the hands of the person to whom the information is
to be disclosed or in compliance with the terms of a judicial order or
administrative process.
8. Conflict of Interest. OGSL shall be free to perform Services for other
persons during the term of this agreement. OGSL will notify Client of the
performance of consulting Services for any other person that would conflict with
the obligations of this agreement. Upon receiving such notice, Client may
terminate this agreement or consent to OGSL's outside consulting Services.
Failure to terminate this agreement shall constitute Client's ongoing consent to
OGSL's outside consulting activities.
9. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office of each party. (b)
Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the waiving party. (c) Assignment. This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party. (d) Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Nevada and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this agreement, the laws of the State of Nevada shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted. (e)
Severability. All agreements and covenants contained herein are severable, and
in the event any of them shall be held to be invalid by any competent court, the
agreement shall be interpreted as if such invalid agreements or covenants were
not contained herein. (f) Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations between the
parties solely and expressly in respect of the subject matter. (g) Counterparts.
This agreement may be executed in counterparts, each of which shall be deemed an
original, but both of which taken together shall constitute but one and the same
document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above written.
OGSL: XXXXXXXX-XXXX SECURITIES LIMITED
Xxxxx Xxxxxx Couldridge, Director
CLIENT: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.
Xxxxx X. Xxxxxxxxx, President
