EXHIBIT 10.13
INVESTOR RELATIONS AGREEMENT
THIS AGREEMENT dated for reference the 1st day of October, 1999.
BETWEEN:
XXXXXXXXXXXX.XXX, INC., a company incorporated under the laws
of Florida and having its head office located at 0000 Xxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
OF THE FIRST PART
AND:
EUROPEAN INVESTOR SERVICES LTD., a company incorporated under
the laws of the United Kingdom whose registered office is
located at 00 - 00 Xxxxx Xxxxxx, Xxxxxx, XXX 0XX, Xxxxxxx
("EIS")
OF THE SECOND PART
WHEREAS:
A. The Company, through its subsidiary, is an auctioneer and liquidator of a
broad range of office equipment, furniture, and industrial equipment (the
"Business");
B. The Company wishes to engage EIS to provide investor relations and financial
media relations services to the Company on the terms and subject to the
conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT witnesses that the parties mutually agree as
follows:
1. ENGAGEMENT
1.1 Subject to the terms and conditions below, the Company engages EIS to
provide the investor relations and financial media relations services set out in
section 2.1 (the "Services").
1.2 EIS' obligation to perform the Services and the Company's obligation to pay
the remuneration to EIS will commence on October 1, 1999 (the "Effective Date")
and will continue for a term of six months from the Effective Date unless
earlier terminated in accordance with Article 5 (the "Term").
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1.3 The parties may renew this Agreement at the end of the Term by agreement in
writing for any further term to which the parties may agree.
2. SERVICES
2.1 Subject to the direction of the Company, EIS will use its best efforts to
promote the Business and the Company in Europe and, without limitation, will
provide investor relations and financial media relations services to the Company
with the general objective of expanding the interest and awareness of existing
and potential investors and the brokerage and financial community in Europe
(collectively, the "Target Audience") regarding the Business and the Company's
activities by:
(a) identifying and maintaining a database of the Target Audience and
fostering an interest in the Company by direct liaison with
institutional investment professionals, including fund managers,
retail and private client stockbrokers, investment bankers, analysts,
and high net worth individuals. The opportunity exists for EIS to
produce a report identifying current shareholders of the Company in
the Company's sectoral peer group, using EIS's online CDA database at
a reduced cost;
(b) identifying current major shareholders of the Company, analysing their
current attitudes to the Company, and reporting to the Company on
those matters;
(c) ensuring on-going contact with the Target Audience; updating them with
regular information by telephone, fax, and mail, including timely
distribution of quarterly financial statements, annual reports, press
releases, brokers' reports, and other relevant corporate information.
Before any such distribution, EIS will obtain the Company's written
approval of all written material to be distributed;
(d) providing information to and raising the Company's profile with the
financial media, broadsheets, and news agencies; co-ordinating
coverage, including participation in regional/sectoral survey
features; ensuring distribution of press releases and relevant
information to news agencies such as Press Association News, Dow
Xxxxx, Reuters, Bloomberg, where appropriate; assessing possibilities
for stories in the broadcast media, i.e., business radio and
television;
(e) encouraging industry and financial analysts to follow the Company and
encouraging the production of brokers' reports;
(f) advising on corporate matters including presentation of corporate
strategy, possibilities for share buy-backs, acquisitions, joint
ventures, etc.;
(g) advising on the opportunities and methods of available financing and
the possibilities and benefits of listing on other exchanges; and
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(h) providinga representative office in London, including use of boardroom
facilities and general administrative support where necessary.
2.2 EIS will perform the Services in a diligent, professional, and efficient
manner to preserve and enhance the Company's corporate image and will faithfully
devote the time, effort and ability necessary to perform the Services.
2.3 EIS will perform the Services to comply with all applicable securities
legislation, regulation, rules, and policies in Canada, the United States, and
Europe.
3. CONSIDERATION
3.1 The Company will pay to EIS a fee of US$5,000 per month, payable on the
first business day of each month during the Term, which fee is intended to cover
day-to-day time and administrative costs incurred by EIS in the performance of
the Services.
3.2 The Company will also pay separately or reimburse EIS in respect of the
following extraordinary out-of-pocket expenses:
(a) European roadshows will be charged at the discounted retainer rate of
US$4,000 per city per business day (not including Saturdays, Sundays,
and statutory holidays) (this rate is guaranteed until December 31,
1999) and in accordance with the sample form of agreement attached as
Schedule "A";
(b) providing promotional literature, arranging mailshots, entertaining
clients on the Company's behalf, and other travel/subsistence
expenses, with the Company's prior consent being required for all
expenses over (pound)200;
(c) all other investigatory costs and expenses, including the engagement
of third-party consultants, undertaken only with the Company's prior
consent and carried out in good faith in the performance of this
Agreement; and
(d) all bought-in items will be charged to the Company at cost plus a 15%
handling charge, subject to the Company's prior consent.
In the case of the expense described in subsection (a) above, the Company and
EIS will sign an agreement in the form attached as Schedule "A" not less than
five business days before EIS is to embark on a European roadshow. The first
European roadshow will commence on October 25, 1999. In the case of the expenses
described in subsections (b) to (d) above, the Company will approve those
expenses in advance and will pay those expenses against invoices and receipts
delivered to the Company.
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4. RELATIONSHIP OF THE PARTIES
4.1 The services to be performed by EIS are personal in character and EIS cannot
assign either this Agreement or any rights or benefits arising under it. In
performing the Services, EIS will operate as and will have the status of
independent contractor and will not act or hold itself out as or be an agent of
the Company.
5. TERMINATION
5.1 Either party may terminate the Services at any time on 30 days' prior
written notice to the other party.
5.2 On termination of the Services for any reason, EIS will deliver to the
Company all documents pertaining to the Company or its Business, including
without limitation all correspondence, reports, contracts, data bases related to
the Company, and anything included in the definition of "Work Product" set out
in section 6.1.
6. CONFIDENTIALITY
6.1 All reports, documents, customer lists, databases, concepts, and products,
together with any business contracts or any business opportunities prepared,
produced, developed, or acquired by or delivered to EIS, directly or indirectly,
in connection with EIS performing the Services (collectively, the "Work
Product") will belong exclusively to the Company or any of their affiliates, as
appropriate (collectively, the "Ableauctions Companies"), which will be entitled
to all rights, interest, profits, or benefits in respect thereof.
6.2 No copies, summaries, or other reproductions of any Work Product will be
made by EIS without the express written permission of the Company, provided that
EIS is permitted to maintain one copy of the Work Product for its own use during
the Term.
6.3 EIS and any of its shareholders, directors, officers, agents, employees, or
consultants (collectively, the "EIS Associates") will not disclose any
information, documents, or Work Product which is developed by EIS or to which
EIS may have access by virtue of its performance of the Services to any person
not expressly authorized in writing by the Company for that purpose. EIS will
comply with any directions that the Company may make to ensure the safeguarding
or confidentiality of all such information, documents, and Work Product.
6.4 EIS may not disseminate nor distribute to the media, members of the public,
shareholders of the Company, prospective investors, members of the investment or
brokerage community, securities regulators, or any other third party any of the
Work Product or any other written or printed information about the Ableauctions
Companies or their business, without the Company first reviewing and approving
the Work Product or other information before dissemination or distribution.
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6.5. EIS and the EIS Associates will not, either directly or indirectly as a
shareholder, director, officer, employee, agent, consultant, or associate of any
person, make any use of any confidential information for the purpose of
soliciting the business of any customer or former customer of the Ableauctions
Companies, or for the purpose of appropriating any business opportunity
whatsoever available to, or which might be available to the Ableauctions
Companies.
6.6 EIS acknowledges and agrees that the confidential information is and will be
of a special and unique character, the loss of which cannot be reasonably,
readily, or accurately calculated in monetary terms. Accordingly, the
Ableauctions Companies will be entitled to injunctive or other equitable relief
to prevent or cure any breach or threatened breach of this Agreement by EIS or
any of the EIS Associates. Resort to such equitable relief, however, will not be
construed to be a waiver of any other right or remedy which the Ableauctions
Companies may have for damages or otherwise.
6.7 EIS agrees that during the Term and for a period of two years following the
termination of this Agreement, neither it nor any of the EIS Associates will:
(a) encourage or entice any persons who are employees or consultants of
the Ableauctions Companies at any time during the Term or who were
employees or consultants of the Company at any time within the 30 days
preceding the date of this Agreement to seek employment or service
with persons other than the Ableauctions Companies; or
(b) offer employment or service contracts directly or indirectly to any
persons who are employees or consultants of the Ableauctions Companies
at any time during the Term or who were employees or consultants of
the Ableauctions Companies at any time within the 30 days preceding
the date of this Agreement.
6.8 If EIS or any of the EIS Associates or any other person who is not at arm's
length from EIS at any time contravenes the provisions of this Article 6, and on
every occasion that such contravention occurs, EIS will indemnify the
Ableauctions Companies and will forthwith pay to the Ableauctions Companies as
liquidated damages the sum of $10,000 together with costs on the highest scale
of costs permitted by the Rules of Court for all proceedings undertaken by the
Ableauctions Companies or any of them to obtain or to attempt to obtain an
injunction to prohibit the divulgence, disclosure, reproduction, or use of the
confidential information by any of the persons herein before described, this sum
being, so nearly as the participants can determine, a reasonable pre-estimate of
the Ableauctions Companies' minimum damages and not a penalty. If one of the
events described in this paragraph occurs and if any of the Ableauctions
Companies makes written demand for the payment of such liquidated damages,
simple interest on this sum calculated at the rate of 18% per annum will accrue
from the date of demand to the actual date of payment.
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6.9 On termination of this Agreement, EIS will furnish to the Company a
certificate in a form approved by the Company's solicitors which declares that
neither EIS nor any of the EIS Associates has:
(a) divulged, disclosed, distributed, or otherwise made available to any
person any confidential information; or
(b) reproduced or made any use whatsoever of any confidential information;
or
(c) acted contrary to the provision of the above, except with the prior
written consent of the Company.
The remedies afforded to the Ableauctions Companies by this Agreement will be
cumulative and not alternative and will be in addition to and not in
substitution for any other rights and remedies available to them at law or in
equity, including the remedy of injunctive relief.
7. NOTICES
7.1 Any notices to be given by either party to the other will be sufficiently
given if transmitted by facsimile or electronic mail or delivered by courier to
the parties at their respective addresses shown on the first page of this
Agreement, or to any other addresses as the parties may notify to the other from
time to time in writing. This notice will be deemed to have been given the next
business day, if transmitted by facsimile or electronic mail, or within two
business days from the date of pick-up, if delivered by courier.
8. GENERAL PROVISIONS
8.1 Each party will sign and deliver all other documents and do all other things
that the other party may reasonably request to carry out the terms, conditions,
and intent of this Agreement.
8.2 Time is of the essence of this Agreement.
8.3 The invalidity or unenforceability of any particular provision of this
Agreement will not affect the other provisions and this Agreement will be
construed as if the invalid or unenforceable provision were omitted.
8.4 The parties may sign this Agreement in counterparts, which parts will be
read together and construed as if all the signing parties had signed one copy of
this Agreement.
8.5 This Agreement will enure to the benefit of and be binding on the parties to
this Agreement and their respective successors and permitted assigns.
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8.6 This Agreement will be governed by and construed in accordance with the laws
of the United Kingdom or Florida as applicable.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date
written on the first page of this Agreement.
xxxxxxxxxxxx.xxx, inc.
/s/ Xxxxx Xxxxx
--------------------------------
Authorized Signatory
EUROPEAN INVESTOR SERVICES LTD.
/s/ Miles Lewis
--------------------------------
Authorized Signatory
SCHEDULE "A"
CLIENT ROADSHOW AGREEMENT
This Agreement is made on the 11th day of October, 1999 between EUROPEAN
INVESTOR SERVICES LTD. (hereinafter known as 'EIS'), and XXXXXXXXXXXX.XXX, INC.
situated at 0000 Xxxxxxxx Xxxx, Xxxxxxx, XX, X0X 0X0 (hereinafter known as the
'Company').
The Company has requested EIS to organise a European Roadshow comprised of
presentations over five days in London, Amsterdam, Brussels, Paris, Frankfurt,
Zurich, Geneva, and Vienna commencing 25th October 1999, and provide the
following:
o Writing and distributing roadshow invitations to the target audience of
institutional investment professionals and private investors within the
chosen European cities.
o Booking and arranging facilities at each of the venues, including logistics
of flights, accommodation, etc., where appropriate.
o Following up with the target audience by telephone/fax and providing the
Company with a list of attendees prior to each roadshow day.
o Advising upon the appropriate presentation material and briefing the
Company on the type and expectations of the audience.
o Providing one member of EIS staff to co-ordinate details on the day to
ensure the smooth running of each presentation.
o Supplying attendee details for each of the presentations the week following
completion of the roadshow.
EIS will be remunerated as follows:-
(i) A Fee of $4,000 (four thousand dollars) per day for all cities, except
Vienna which will be charged at $2,000 (two thousand dollars) to cover day to
day time and administrative costs incurred in the performance of the services.
Extraordinary items such out of pocket expenses incurred on the Company's behalf
will be charged at cost plus a 15% handling charge. As agreed the total fee
applicable will be paid on receipt of the booking confirmation, subject to
refund for any presentation cancelled for reasons beyond the Company's control.
On completion of the roadshow the remaining costs incurred will be settled in
full within a two week period.
Signed this 11th day of October 1999 by the parties to this Agreement as,
XXXXXXXXXXXX.XXX, INC. /s/ Xxxxx Xxxxx, Director
EUROPEAN INVESTOR SERVICES LTD. /s/ Xxxxx Xxxxx, Director
