EXHIBIT 10.32
FINANCIAL PUBLIC RELATIONS AGREEMENT
This Agreement is made and entered into on the 17th day of June, 2002
between AZCO MINING INC., ("Company"), a Delaware corporation, having offices at
0000 X. Xx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx 00000 and PACIFICA FINANCIAL GROUP
("Consultant"), a California corporation, having offices at 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
In consideration of the mutual promises made herein and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ENGAGEMENT. The Company hereby engages the Consultant, to render
financial consulting advice to the Company upon the terms and conditions
set forth herein. It is understood and acknowledged by the parties that
the value of Consultant's advice is not readily quantifiable and that,
although Consultant shall be obligated to render the advice contemplated
by this Agreement upon the reasonable request of the Company, Consultant
shall not be obligated to spend any specific amount of time in so doing.
Consultant's duties may include, but will not necessarily be limited to:
(a) Disseminating information about the Company to the investment
community at large.
(b) Assisting in the Company's financial public relations and help
create investor awareness programs.
(c) Assist and introduce the Company to the following:
(i) Broker Syndication;
(ii) Market Making;
(iii) Investor Groups;
(iv) Research Analyst;
(v) Road Shows.
(d) The Consultant will furnish the Company activity reports on a
bi-weekly basis.
Consultant shall also render such other financial consulting
services as may, from time to time, be agreed upon by Consultant
and the Company.
2. COMPENSATION. The Company shall pay Consultant the following
compensation:
(a) 430,000 shares of AZC restricted 144 stock.
The Shares are fully earned by Consultant as of the execution of this
Agreement and may not be cancelled or terminated by the Company for any
reason.
3. EXPENSES. Pursuant to this Agreement, in addition to the fees payable
hereunder, and after the submission of appropriate evidence of
expenditures, the Company shall promptly reimburse Consultant for all
reasonable travel and out-of-pocket expenses incurred in connection with
the services performed by Consultant.
4. COMPANY COVENANTS. The Company covenants and agrees:
(a) To furnish to Consultant disclosure and filing materials, financial
statements, business plans, promotional materials, annual reports
and press releases; and
(b) To distribute due diligence packages in ample quantities to
potential investors as well as to the brokerage community.
5. COMPANY REPRESENTATIONS. The Company hereby represents and warrants that
all opinions and advice, (written or oral), given by Consultant to the
Company, in connection with Consultant's engagement, are intended solely
for the benefit and use of the Company in considering the transaction to
which they relate. The Company agrees that no person or entity other than
the Company shall be entitled to make use of, or rely upon, the advice of
Consultant to be given hereunder. No such opinion or advice shall be used
for any manner or for any purpose, nor may the Company make any public
references to Consultant, or use the Consultant's name in any annual
reports or any other reports or releases of the Company, without
Consultant's prior written consent.
6. COMPANY INFORMATION. The Company recognizes and confirms that, in
advising the Company hereunder, Consultant will use and rely on data,
material and other information furnished to Consultant by the Company,
without independently verifying the accuracy, completeness or veracity of
same. Consultant may disseminate, through the use of the media and
advertisement, the contents of the due diligence package and any research
reports in order to attract potential investors as well as the brokerage
community.
7. CONFIDENTIALITY. Consultant will hold in confidence any confidential
information, which the Company provides to Consultant, pursuant to this
Agreement, which is designated by an appropriate stamp or legend as being
confidential. Notwithstanding the foregoing, Consultant shall not be
required to maintain confidentiality with respect to information; (i)
which is or becomes part of the public domain not due to the breach of
this Agreement by Consultant; (ii) of which it had independent knowledge
prior to disclosure; (iii) which comes into the possession of Consultant
in the normal and routine course of its own business from and through
independent non-confidential sources; or (iv) which is required to be
disclosed in accordance with applicable law. If Consultant is requested
or required to disclose any confidential information supplied to it by
the Company, Consultant shall, unless prohibited by law, promptly notify
the Company of such request(s) so that the Company may seek an
appropriate protective order.
8. BUSINESS ACTIVITIES. The Company acknowledges that Consultant or its
affiliates are in the business of providing financial services and
consulting advice to others. Nothing herein contained shall be construed
to limit or restrict Consultant in conducting such business with others,
or in rendering such advice to others.
9. TERM. This Agreement shall commence on the date hereof and will terminate
ninety (90) days from the date hereof.
10. INDEMNITY. The Company agrees to indemnify and hold harmless Consultant,
its employees, agents, representatives and controlling persons from and
against any and all losses, claims, damages, liabilities, suits, actions,
proceedings, costs and expenses (collectively, "Damages") including,
without limitation, reasonable attorney fees and expenses, as and when
incurred, if such Damages were directly or indirectly caused by, relating
to, based upon or arising out of the rendering by Consultant of services
pursuant to this Agreement, so long as Consultant shall not have engaged
in intentional or willful misconduct, or shall have acted grossly
negligent, in connection with the services provided which form the basis
of the claim for indemnification. This paragraph shall survive the
termination of this Agreement.
11. INDEPENDENT CONTRACTOR. Consultant shall perform its services hereunder
as an independent contractor and not as an employee or agent of the
Company or any affiliate thereof. Consultant shall have no authority to
act for, represent or bind the Company or any affiliate thereof in any
manner, except as may be expressly agreed to by the Company in writing
from time to time.
12. NO BROKER/DEALER SERVICES. The Company acknowledges that Consultant is
not a registered broker-dealer and that Consultant cannot, and shall not
be required hereunder, to engage in the offer or sale of securities on
behalf of the Company. While Consultant has relationships and contacts
with various investors, broker-dealers, and investment funds,
Consultant's participation in the actual offer or sale of the Company's
securities shall be limited to that of an advisor to the Company and a
"finder" of investors, broker-dealers and funds. The Company acknowledges
and agrees that the solicitation and consummation of any purchases of the
Company's securities shall be handled by the Company or one or more NASD
member firms engaged by the Company for that purpose.
13. NO GUARANTY. The Company acknowledges that Consultant cannot provide any
guaranty of assurance that the Company will be successful in completing
any transactions of the types described herein, as they are subject to
numerous factors which are beyond the control of Consultant, including,
but not limited to, market conditions, results of operations of the
Company, industry trends and underwriter interest.
14. MISCELLANEOUS. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof. No provision of
the Agreement may be amended, modified or waived, except in writing,
signed by both parties. This Agreement shall be binding upon and inure to
the benefit of each of the parties and their respective successors, legal
representatives and assigns. This Agreement may be executed in
counterparts. In the event of any dispute under this Agreement, then and
in such event, each party agrees that the same shall be submitted to the
American Arbitration Association ("AAA") in the County of Orange, for its
decision and determination in accordance with its rules and regulations
then in effect. Each of the parties agrees that the decision and/or award
made by the AAA may be entered as judgment of the Courts of the State of
California, and shall be enforceable as such. This Agreement shall be
construed and enforced in accordance with the laws of the State of
California, without giving effect to conflict of laws.
15. ATTORNEYS' FEES. In any legal action brought to enforce the provisions of
this Agreement, including the breach thereof, the prevailing party shall
be entitled to recover all costs and expenses, including reasonable
attorneys' fees, incurred in enforcing or attempting to enforce any of
the terms, covenants or conditions, including costs incurred prior to
commencement of legal action and all costs and expenses, including
reasonable attorneys' fees, incurred in any appeal from an action brought
to enforce any of the terms, covenants, and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
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Xxxxxxxx X. Xxxxx Date
President
AZCO MINING INC.
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Xxxx Xxxxxxx Date
Managing Partner
PACIFICA FINANCIAL GROUP
