Exhibit 10.1
XXXXXXXX WORLD INVESTMENT ENTERPRISES, LLC
FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT ON
XXXXXXXXXXXXXXX.XXX
This agreement is entered into on this 23rd day of May 2005 by Xxxxxxxx World
Investment Enterprises, LLC. (hereinafter known as "Firm"), American Soil
Technologies, Inc., (hereinafter known as the "Client").
Whereas, the parties desire to set forth the terms and conditions under which
the said services shall be performed.
Now therefore, in consideration of the promises of the mutual covenants herein,
the parties hereto agree as follows:
PART I
SUBJECT OF THE AGREEMENT
Subject to the terms and conditions of this Agreement, the Firm agrees to
provide to the Client the following services, hereinafter referred to as the
"Services":
A. PROFILE ON XXXXXXXXXXXXXXX.XXX
Our Company will create a custom profile for your company and feature it in the
proper market section on our website. This profile will be available the
duration of your promotion.
B. EMAIL DISSEMINATION
To notify XxxxxxxxxXxxxxx.xxx Members and Affiliate members of your company, we
will execute one initial email dissemination a month featuring your company as
the Company Spotlight Alert. Our firm will follow up the email dissemination
with company news or information upon its release.
* At Least One Company Spotlight a Month
* Corporate News Releases (unlimited)
C. FINANCIAL SPIDER SEARCH ENGINE LISTING
Your Company will be assigned a higher priority search in our search engine. We
will select a number of keywords that apply to your company (ex: manufacturing,
technology, etc.) and affix them within your index pages. 2 things are
accomplished in doing so. One, any investor, broker, or user who uses our search
engine and types in any of those key phrases, your company will pop up first on
the results list automatically. Second, this will help your company's website
obtain relevancy with other search engines such as, google, yahoo, MSN, AOL,
etc.
D. PAY-PER-CLICK EXPOSURE CAMPAIGN
When your Company is included and weighted within our financial search engine,
this inclusion automatically places you in our Pay-Per-Click Program. We give
your company a $2,000.00 credit at 6 cents ( 33,000 click throughs) per click
which is apart of your campaign.
1
WEBSITE ANALYSIS
We conduct a complete Analysis of your website to make sure that it has the
adequate tags, keywords, and other information needed for a high or successful
ranking within the search engine.
WEBSITE EXPOSURE BROADCAST
Once your Website Analysis has been conducted and any potential problems
corrected, we will promote your company's website to all the main search
engines. This helps having your company's news, press releases, and any other
information spider into all the major engines so investors and brokers find your
company based on your companies key words.
OBLIGATION OF THE CLIENT
A. Provide all pertinent content in a timely and efficient manner.
PART II
PAYMENT FOR SERVICES
Upon signing this agreement, Client agrees to pay to the Firm a fee of 30,000
restricted shares of American Soil Technologies, Inc. (OTCBB: SOYL) common stock
each month for 3 months. Client understands that this is a 3-month program,
starting as soon as the shares are received.
Payments are due on the 1st business day of each month and must be received by
the Firm within 10 business days of the 1st day of each month, or a penalty
equal to 5% of the monthly contracted payment will be assessed for that month.
Penalty must be paid in cash and must be received by the Firm before the next
payment is due the following month.
PART III
PERFORMANCE MEASURES
Firm will commit its best efforts in relation of exposure with Clients campaign.
Firm does not make or state any guarantees beyond its best efforts utilizing its
listed services. Past performance does not guarantee future performances.
CONTRACTUAL RELATIONSHIP
In performing the services under this agreement, the Firm shall operate as, and
have the status of, an independent contractor. CLIENT shall not ask to perform
any activities that could subject Xxxxxxxx World Investment Enterprises, LLC to
any allegation of violations of Federal or applicable State securities or
international contract law. PART IV
INDEMNIFICATION
The Client agrees to assume liability for, and does hereby indemnify, protect,
save and keep harmless the Firm and its successors, assigns, agents and
servants, if applicable, (the "Indemnified Parties") from and against any and
all claims, damages, losses, liabilities, obligations, demands, suits,
penalties, judgments or causes of action and all legal proceedings, whether
civil or criminal, penalties, fines and other sanctions, and any costs and
expenses in connection therewith including, without limitation, legal fees and
expenses of whatever kind and nature (whether or not also indemnified against by
any other person under any other document), which may result from or arise in
2
any manner out of performance of the Services hereunder (except claims arising
out of the gross negligence or willful misconduct of the Firm or its successors
or assigns). The indemnities contained in this section shall continue in full
force and effect notwithstanding the assignment, expiration or other termination
of this Agreement.
PART VI
FINAL PROVISIONS
NO CONTINUING WAIVER
Any waiver by the Firm of the performance of any obligation or condition
required hereby by the Client shall not constitute an agreement by the Client of
any continuing waiver and shall not thereafter preclude the Firm from demanding,
with notice to the Firm, full performance according to the terms hereof.
CONFIDENTIALITY
Commencing with the effective date of this Agreement and continuing in
perpetuity, both parties, including their agents, may have access to
confidential and proprietary information and business contacts of the other
party which, absent of this Agreement and relationship, would not otherwise have
such information which is and would remain confidential, proprietary or
privileged and not allowed to be retained, possessed, communicated or
distributed by the other party. As used in this Agreement, confidential or
proprietary Information, hereinafter referred to as "Information", shall be
defined as and include any information or materials related to either party's
company ownership, structure, participating principals, financial information,
including reports and financial information as set forth herein, institution
sources or consultants including any documents connected therewith.
NON-DISCLOSURE
Notwithstanding the use of Information required in any litigation initiated by
any party to this Agreement, both the Firm and Client agree that for any reason
or cause, at any time, neither party hereto, nor any persons over whom either
party hereto can exercise reasonable control, including, but not limited to its
employees, agents, consultants, assigns, successors in interest, personal
representatives, estates, heirs and/or legatees, as applicable, will not
disclose, disseminate, distribute, sell, barter, exchange, give, or otherwise
provide Information, to any individual, partnership, company, corporation,
trust, government or any other entities, commercial or non profit, domestic or
international, unless that person or entity has or will have direct or indirect
involvement or participation with the Firm or the Client or their related
entities, except as necessary for the performance of the duties and obligations
under and in accordance with this Agreement. This provision will not apply if
the information becomes publicly available without breach of this Agreement, is
independently developed or obtained by the receiving party other than from the
disclosing party or the receiving party is required by law or by a governmental
authority to disclose the information, provided that the receiving party
provides the disclosing party with prompt notice of the request. The period of
confidentiality shall survive for a period of three (3) years from the date of
termination of this Agreement, however, the parties may provide for a longer
period in an agreement to be executed pursuant to this Agreement.
LIMITED DISCLOSURE
With respect to Information as may be provided to either party as herein by the
other party hereunder, both parties shall: Restrict disclosure of Information
solely to anyone with a need to know only; Use the Information provided
hereunder only for purposes directly related to that for which it is provided
and for no other purpose; Advise all other persons receiving Information of
their obligation to protect the Information as provided hereunder; Whenever
possible, require of all persons of to whom disclosure of Information is made to
execute a standard agreement for Confidentiality, Non Disclosure or applicable
Non Circumvention.
3
NON CIRCUMVENTION
For the term of this Agreement and any extensions therewith, the Client agrees
that the Client will not attempt to, solicit or enter into any business
agreement, conduct business of any kind or nature, either directly or
indirectly, with any financial contacts, sources and/or facilities, which were
or are previously unknown to the Client, which may become known to the Client
under this Agreement. Further, the Client shall not attempt to or hire or
engage, in any manner whatsoever, any employee, agent, consultant or other
persons known to the Client of having a current or past engagement history with
the Firm.
NOTICES
Any notice made between the parties hereto shall be made via facsimile to the
facsimile number as set forth below with an original copy delivered personally
or by next day international courier service with the greater of delivery in not
more than five (5) business days or the first available priority delivery, (e.g.
Federal Express, DHL, UPS, etc.). Any personal delivery made shall be deemed to
have been made upon the execution of a receipt for the item to be delivered by
the party to whom delivery is made. Delivery by international express courier
delivery service shall be deemed to have been made when such deliveries shall be
made to the addresses set forth below. Any party may change its address for
purposes of this paragraph by giving the other parties written notice of the new
address in the manner set forth above.
If to the Firm: Xxxxxxx X. Xxxxxxxx, President CEO
Name of Company: Xxxxxxxx World Investment Enterprises, LLC
Address: 00000 X. 00xx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
E Mail: xxxxxxxx@xxxxxxxxxxxxxxx.xxx
If to the Client: Name and Title: Xxxx X. Xxxxx, President/CEO
Name of Company: American Soil Technologies, Inc
Address: 00000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
ENTIRE AGREEMENT
This Agreement, together with the related agreements and obligations referred to
herein and as created in accordance with the terms hereof, contains the entire
agreement between the Firm and the Client and supersedes all prior verbal or
written agreements, representations and understandings of the parties, relating
to the subject matter hereto. If any terms or conditions of a previous agreement
between the Firm and the Client are in conflict with any terms or conditions of
this Agreement, all terms, conditions and agreements as set forth in this
Agreement shall survive, be primary and supersede said or any previous
agreements. No terms or conditions, other than as contained in this Agreement
shall be of any legal force or effect, and shall be null and void forever.
AMENDMENTS
This Agreement may be amended at any time provided any such amendments or
supplements have been agreed to and executed in writing by the Firm and the
Client.
ASSIGNMENT
The Client: The Client may not assign any part or all of this Agreement without
the prior written permission from the Firm.
4
The Firm: The Firm may assign all or part of its rights, benefits and/or
payments as set forth in this Agreement, without prior notice or consent from
the Client.
SUCCESSOR AND ASSIGNS
This Agreement shall be binding on, and will inure to the benefit of, the
parties and their respective heirs, legal representatives, successors, and
assigns.
WAIVERS
Any term or condition of this Agreement may be waived at any time by the party
entitled to its benefit by a written instrument executed by the party or by a
duly authorized officer of the party. No waiver of any of the provision of this
Agreement will be deemed, or will constitute, a waiver of any other provision,
whether or not similar, nor will any waiver constitute a continuing waiver.
ATTORNEYS' FEES
If any action or other proceeding is brought in connection with any of the
provisions of this Agreement, the losing party in any litigation or arbitration
agrees to pay all the prevailing party's costs of such actions, including any
appeals therewith, including attorney's fees and costs, all court and other
legal costs and all other costs and expenses connected with such an action, and
in addition to any damages sustained by the prevailing party, as awarded by the
court or arbitrator as applicable.
AUTHORIZED SIGNATORIES
All parties to this Agreement warrant to each other that the signatory for each
party hereto has been and is fully authorized to enter into this Agreement on
behalf of itself. Both the Client and the Firm shall forthwith provide each
other, corporate resolutions evidencing the Firm's and the Client's Board of
Director's approval and empowerment to enter into this Agreement.
EXERCISE OF RIGHT BY FIRM AGENT OR ASSIGNEE
Any right herein conferred upon, or reserved by the Firm, may be exercised by a
written and appropriately designated Agent or Assignee of the Firm.
HEADINGS
All headings utilized in this Agreement, including all exhibits, are used for
convenience only and shall not be construed as material language or
interpretation of this Agreement.
BINDING EFFECT
The provisions of this Agreement shall apply to, and shall bind the successors
and assigns, of all the parties to this Agreement.
BOTH THE CLIENT AND THE FIRM ACKNOWLEDGE AND CONFIRM THAT EACH HAS READ, STUDIED
AND UNDERSTAND ALL THE TERMS, CONDITIONS, RESTRICTIONS, OBLIGATIONS AND
LIABILITIES OF THIS AGREEMENT AND DO HEREBY AGREE TO COMPLY WITH AND ACCEPT ALL
SUCH TERMS, CONDITIONS AND LIABILITY HEREWITH. CLIENT AGREES AND CONFIRMS THAT
THE FIRM IS AUTHORIZED TO REPRESENT, RELEASE AND DISSIMINATE INFORMATION
PERTAINING TO THE STATED COMPANY ABOVE. THE FIRM IS NOT RESPONSIBLE OR HELD
LIABLE FOR ANY FALSE, MISLEADING OR MISREPRESENTED INFORMATION PROVIDED TO THEM.
THE CLIENT IS RESPONSIBILE FOR THE ACCURACY OF ALL INFORMATION PROVIDED TO THE
FIRM. UNDERSTOOD, AGREED AND ACCEPTED BY:
5
CLIENT: American Soil Technologies, Inc.
By: /s/ Xxxx X. Xxxxx Date: May 24, 2005
---------------------------
Xxxx X. Xxxxx
Title: President, Chief Executive Officer
FIRM: Xxxxxxxx World Investment Enterprises, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx,
---------------------------
Xxxxxxx X. Xxxxxxxx
Date: May 24, 2005
Title: President CEO
6
