Exhibit 10.49
AGREEMENT is to be effective as of the 29th day of August, 2006 by and between
Designated Marketing, LLC, maintaining its principal offices at 0000 Xxxxxxx
Xxxx, Xxxxx 000, Xxxxxx, XX 00000 (hereinafter referred to as "Designated
Marketing") and DNAPrint Genomics, Inc., with offices at 000 Xxxxxxxx Xxxxxx
Xxxxxxxx XX 00000 (hereinafter referred to as "Client").
W I T N E S E T H:
WHEREAS, Designated Marketing is engaged in the business of providing and
rendering public relations and communications services and has knowledge,
expertise and personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Designated Marketing for the purpose of
obtaining public relations and corporate communications services so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
ENGAGEMENT OF DESIGNATED MARKETING. Client herewith engages Designated
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Marketing, and Designated Marketing agrees to render to Client public relations,
communications, advisory and consulting services.
A. The consulting services to be provided by Designated Marketing shall
include, but are not limited to, the development, implementation and maintenance
of an ongoing program to increase the investment community's awareness of
Client's activities and to stimulate the investment community's interest in
Client. Client acknowledges that Designated Marketing's ability to relate
information regarding Client's activities is directly related to the information
provided by Client to Designated Marketing. Designated Marketing shall provide
such services in compliance with all applicable laws and regulations.
B. Client acknowledges that Designated Marketing will devote such time as is
reasonably necessary to perform the services for Client, having due regard for
Designated Marketing's commitments and obligations to other business for which
it performs consulting services.
TERM AND TERMINATION. This Agreement shall be for a period of six (6) months
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commencing on the effective date hereof.
TREATMENT OF CONFIDENTIAL INFORMATION. Company shall not disclose, without the
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consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client to
Designated Marketing in connection with Designated Marketing's services
hereunder, provided such information is plainly and prominently marked in
writing by Client as being confidential (the "Confidential Information").
Designated Marketing will not be bound by the foregoing limitation in the event
(i) the Confidential Information is otherwise disseminated and becomes public
information or (ii) Designated Marketing is required to disclose the
Confidential Information pursuant to a subpoena or other judicial order.
REPRESENTATION BY DESIGNATED MARKETING OF OTHER CLIENTS. Client acknowledges
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and consents to Designated Marketing rendering public relations, consulting
and/or communications services to other clients of Designated Marketing engaged
in the same or similar business as that of Client.
INDEMNIFICATION BY CLIENT AS TO INFORMATION PROVIDED TO DESIGNATED MARKETING.
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Client acknowledges that Designated Marketing, in the performance of its duties,
will be required to rely upon the accuracy and completeness of information
supplied to it by Client's officers, directors, agents and/or employees. Client
agrees to indemnify, hold harmless and defend Designated Marketing, its
officers, agents and/or employees from any proceeding or suit which arises out
of or is due to the inaccuracy or incompleteness of any material or information
supplied by Client to Designated Marketing.
INDEPENDENT CONTRACTOR. It is expressly agreed that Designated Marketing is
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acting as an independent contractor in performing its services hereunder.
Client shall carry no workers compensation insurance or any health or accident
insurance on Designated Marketing or consultant's employees. Client shall not
pay any contributions to social security, unemployment insurance, Federal or
state withholding taxes nor provide any other contributions or benefits that
might be customary in an employer-employee relationship.
NON-ASSIGNMENT. This Agreement shall not be assigned by either party without
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the written consent of the other party.
COMPENSATION. SEE SCHEDULE A1
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NOTICES. Any notice to be given by either party to the other hereunder shall be
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sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the first
page of this Agreement or such other address as either party may have given to
the other in writing.
MODIFICATION AND WAIVER. This Agreement may not be altered or modified except
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by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
ENTIRE AGREEMENT This writing constitutes the entire Agreement between the
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parties. This Agreement can only be modified by a written contract signed by
both parties. In the event that any party brings suit to enforce any part of
this Agreement, the prevailing party shall recover attorney fees and legal
costs. This Agreement shall be interpreted according to the laws of the state of
Texas. By signing below all parties agree they have the authority to bind their
respective companies.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
DESIGNATED MARKETING, LLC
By: /s/Xxxxxx Xxxxxx Date: 8/29/06
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Xxxxxx Xxxxxx, Managing Director
By: /s/Xxxxxxxxxxx Xxxxxxxxx Date: 8/29/06
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Xxxxxxxxxxx Xxxxxxxxx, Managing Director
DNAPRINT GENOMICS, INC.
By: /s/Xxxxxxx Xxxxxxx Date: 8/29/06
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Xxxxxxx Xxxxxxx, CEO
SCHEDULE A-1
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PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES
For the services to be rendered and performed by Designated Marketing during the
term of the Agreement, Client shall, upon acceptance of this Agreement: Pay to
Designated Marketing six million two hundred fifty thousand (6,250,000) shares
of DNAG stock due upon acceptance of this agreement, and six million two hundred
fifty thousand (6,250,000) shares of DNAG stock at the end of the third month,
for six months of service. Such shares will be registered by Client for resale
by including such shares in a registration statement on Form SB-2.
DESIGNATED MARKETING, LLC
By: /s/Xxxxxx Xxxxxx Date: 8/29/06
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Xxxxxx Xxxxxx, Managing Director
By: /s/Xxxxxxxxxxx Xxxxxxxxx Date: 8/29/06
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Xxxxxxxxxxx Xxxxxxxxx, Managing Director
DNAPRINT GENOMICS, INC.
By: /s/Xxxxxxx Xxxxxxx Date: 8/29/06
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Xxxxxxx Xxxxxxx, CEO
