EXHIBIT 10.22
MRB
INVESTOR RELATIONS, LLC
SERVICE AGREEMENT
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This Agreement is made on July 8, 2003 between Biofield Corp., a corporation
organized and existing under the laws of the State of Delaware with its
principal place of business located at 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX,
00000, hereinafter referred to as "client" and MRB Investor Relations, LLC a
limited liability company organized and existing under the laws of the State of
Delaware with its principal place of business located at 00 Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000, hereinafter referred to as "MRB".
1. RECITALS
Client is in the business of Medical Devices/Biotechnology, and in the
conduct of such business desires to receive public relations and corporate
imaging services. MRB agrees to perform these services for the client under
the terms and conditions set forth in this agreement.
2. NATURE OF WORK
MRB will perform public relations and corporate imaging services.
3. COMPENSATION
In consideration of the satisfactory performance of MRB, the client agrees
to pay the following:
1. As soon as possible after the signing of this agreement but not later
than August 15, 2003 the following shares of stock:
A. 100,000 shares of restricted stock
2. Following a financing the company will issues the following shares of
stock:
B. 100,000 shares of free trading stock The Company agrees to
file a Registration Statement covering the shares of Common Stock that
are issued pursuant to this Agreement and shall use its best reasonable
efforts to register such shares thereunder. At the Consultants' option,
the preparation of such Registration Statement may be undertaken by
counsel to the Consultants who shall be paid a fee for its services by
the Company, not to exceed five thousand ($5,000) dollars, promptly
after the Company receives at least two million ($2,000,000) in
additional financing; and if such option is not exercised, the
preparation of such Registration Statement will be undertaken by the
Company's counsel promptly after receipt of such financing.
The parties agree that the value of MRB's services is established at
$7,500.00 per month and accordingly MRB will seek to satisfy that payment
obligation by selling such portions of the free trading stock in the open
market as may be necessary to accomplish this following the financing.
In the event that the free trading stock is inadequate to satisfy the
$7,500.00 per month requirement, MRB will continue its full obligation
under this agreement relying ultimately on the value of the restricted
stock at such time as that stock may be sold consistent with the
requirements of applicable securities regulations.
If the stock referred to in paragraph 3 subparagraph 2 is not received as
defined, the contract shall automatically be converted to an all cash
agreement and the client shall thereafter pay the sum of $7,500.00 per
month on the first of each succeeding month.
4. REIMBURSED EXPENSES
The following items will be billed monthly at direct cost:
a. Travel Expenses (with client's prior written approval)
b. Postage and Courier Services
c. Mailing
d. Miscellaneous expenses directly incurred as a result of
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The following will be billed monthly marked up at the rate of 17.25%
subject to client prior written approval:
a. Photographic services
b. Printing and commercial reproduction
c. Digital imagery production
d. Other outsourced professional services
5. INVOICES AND PAYMENTS
Invoices for the above expenses will be submitted 15 days prior to each
payment due date and payment is due at the offices of MRB on the first of
the month after submission. In the event either party shall be successful
in any law suit for damages for breach of this Agreement including but not
limited to non-payment of invoices, enforcement of this Agreement, or to
enjoin the other party from violating this Agreement, such party shall be
entitled to recover as part of its damages, its reasonable legal costs and
expenses for establishing and maintaining any such action.
6. APPROVALS
The client hereby designates Mr. Xxxx Xxxxxxxx as its representative,
unless otherwise, notified in writing. All material produced by MRB shall
be approved in writing by this representative. All work so approved shall
be considered to have been accepted by the client. Further changes in
accepted material will be charged to the client as Additional Work (see
Section 8).
7. TERM
The term of this Agreement shall commence on January 1st, 2002 and extend
through June 30th, 2003 and may be renewed upon the mutual agreement of the
parties hereto.
8. ADDITIONAL WORK
Any tasks requested by the client but not included in Attachment "A" will
be considered to be Additional Work, and will be charged to the client at
the rate of $150 per hour. MRB shall advise the client before commencing
Additional Work, and with prior written approval of the client's
representative (See Section 6) such additional work shall become part of
this Agreement. This rate to be re-negotiated before the renewal of this
Agreement.
9. WARRANTY
MRB will perform professional services, obtain findings and prepare
recommendations in accordance with generally and currently accepted
communications consulting principles and practices. This warranty is in
lieu of all other warranties either expressed or implied.
10. LIMITATION OF LIABILITY
With regard to the services to be performed by MRB pursuant to the terms of
this Agreement, MRB shall not be liable to the client, or to anyone who may
claim any right due to this relationship with the client, for any acts or
omissions in the performance of said services on the part of MRB or on the
part of the agents or employees of MRB; except when said acts or omissions
of MRB are due to its gross negligence or willful misconduct. The client
shall hold MRB free and harmless from any obligations, costs, claims,
judgments, attorney fees and attachments arising from or growing out of the
services rendered to the client pursuant to the terms of this Agreement or
in any way connected with the rendering of said services, except when the
same shall arise due to the gross negligence or willful misconduct of MRB
of its employees or agents and the limit of any and all liability or claim
for damages, costs of defense or expenses to be levied against MRB by the
client shall not to exceed the amount of its fee already paid by the
client, on account of any error, omission or professional negligence.
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11. CONFIDENTIALITY
MRB agrees to execute Biofield's standard confidentiality agreement which
is attached hereto and made a part hereof.
12. INTELLECTUAL PROPERTY
The copyright in all artwork, copy and other work produced by MRB rests
initially with MRB. On payment by the Client of the relevant fees and
disbursements owed to MRB, the copyright in any material is automatically
deemed to be assigned to the Client unless other arrangements are made in
writing.
13. MISCELLANEOUS
Assignment
Neither party to this Agreement may assign or transfer this Agreement, any
interest therein or claim there-under without the written approval of the
other party.
Governing Law
This Agreement shall be binding on and shall be for the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns and shall be governed by the laws of the State of
New York without regard to conflicts of law principles.
Entire Agreement
This Agreement, along with the Confidentiality Agreement dated December__,
2002, constitutes the entire Agreement about understanding between MRB and
the Client and supersedes any and all other Agreements between the parties.
No representation or promise, either oral or written, has been made except
as specifically set forth herein. Should any part of this Agreement be
declared invalid, such invalidity shall not affect the remainder of this
Agreement without herein including any portion, which may hereafter be
declared invalid.
In witness whereof, the parties have executed this Agreement of the day and year
first above written.
MRB Investor Relations, LLC Biofield Corp.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxxxx
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Xxxxxx X. Xxxxxxxx Xxxx Xxxxxxxx
Chief Executive Officer Chief Operating Officer
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