Exhibit 10.13
FEE AGREEMENT FOR INTRODUCTION SERVICES
This FEE AGREEMENT FOR INTRODUCTION SERVICES (the "Agreement") is between
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc., (the "Company") and NewBridge Capital, Inc., (the
"Finder").
WHEREAS, pursuant to agreements between the Company and Finder entered into
prior to the date hereof; and,
WHEREAS, the Company acknowledges that Finder's services are of a special,
unique, unusual and extraordinary character and which are of particular benefit
and importance to the Company in its efforts to acquire businesses; and,
WHEREAS, Finder has agreed to provide services to the Company with respect
to the Company's desire to identify and acquire Internet-related businesses;
and,
WHEREAS, this Agreement is made to set out the compensation, conditions and
guidelines that will govern the relationship between the parties.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is expressly acknowledged
by the parties hereto, the parties agree as follows:
1. The Services
Effective the date below, and for the term of this Agreement, Finder will
use its best efforts to search for, identify and make known to the Company,
Internet-related businesses and assets ("Opportunity" whether one or more)
which qualify as potential acquisitions by the Company. Such efforts by
Finder shall hereinafter be referred to as the "Services".
2. Term of Agreement
Unless otherwise terminated as provided hereunder, the Services shall be
provided to the Company from the effective date through June 30, 2001.
3. Costs and Expenses
The Company understands that, in the course of Finder's efforts to identify
suitable acquisitions, strategic partners or assets for the Company to
purchase, it may be necessary for Finder to incur certain costs or expenses.
The Company will reimburse Finder for the costs or expenses by Finder in
providing the Services to the Company.
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4. Payment for Services
The Company agrees to satisfy Finders' time, costs and expenses incurred, up
to and including the first acquisition by the Company of an Opportunity
introduced or arranged by Finder (the "Initial Acquisition") by way of the
payment to Finder of a fee ("Acquistion Fee") equal to ten percent (10%) of
the agreed value of the opportunity. Finder has not been engaged to perform,
nor will Finder agree to perform any services in connection with capital
raising transactions. It is mutually understood and agreed that any fees for
the Services provided by Finder which result in some benefit for the Company
in connection with a capital raising transaction shall be negotiated
separately from this Agreement.
5. Involvement of the Company
The Company expects to be kept informed on the progress of Finder's services
and, in this regard, Finder agrees to keep the Company apprised of all
material developments in writing at least monthly.
There may be times when Finder will need to obtain information from the
Company. All requests for access to documents, employees, or other
information of the Company shall be granted without unreasonable delay.
6. Termination
Either party may terminate this Agreement upon thirty (30) days notice by
registered or certified mail, return receipt requested, addressed to the
other party. If this Agreement is terminated by either party, the Company
shall only be liable for payment of fees earned by Finder, if any, as a
result of work prior to the effective date of the termination. The thirty
(30) days notice shall be measured from the date the notice is mailed.
7. Assignment
Notwithstanding contained herein to the contrary, the rights to the
Acquisition Fee and the obligation to provide the Services set forth in this
Agreement, may be assigned or transferred by Finder to an Affiliate or
subsidiary, or as the result of a corporate reorganization or
recapitalization of Finder; otherwise, this Agreement and the rights and
obligations hereunder shall not be assigned. For the purpose of this
Agreement the term "Affiliate" shall be defined as a person or enterprise
that directly, or indirectly, through one or more intermediaries, controls
or is controlled by, or is under common control with Finder.
8. Counterparts
A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party can be
seen, and such execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party hereto, all parties
agree to execute an original of this instrument as well as any facsimile,
telecopy or other reproduction hereof.
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9. Further Documentation
Each party hereto agrees to execute such additional instruments and take
such action as may be reasonably requested by the other party to effect the
transaction, or otherwise to carry out the intent and purposes of this
Agreement.
10. Notices
All notices and other communications hereunder shall be in writing and shall
be sent by prepaid first class mail to the parties at the following
addresses, as amended by the parties with written notice to the other:
To Finder: NewBridge Capital, Inc.
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Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
To the Company: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
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▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
11. Counterparts
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
12. Governing Law
This Agreement was negotiated and shall be governed by the laws of the
Nevada, notwithstanding any conflict-of-law provision to the contrary.
13. Entire Agreement
This Agreement sets forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall be
recognized or enforced.
14. Severability
If a court of competent jurisdiction determines that any clause or provision
of this Agreement is invalid, illegal or unenforceable, the other clauses
and provisions of the Agreement shall remain in full force and effect and
the clauses and provision which are determined to be void, illegal or
unenforceable shall be limited so that they shall remain in effect to the
extent permissible by law.
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15. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every other
right and remedy, whether conferred herein, at law, or in equity, and may be
enforced concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed as a waiver of
the same or any other default then, theretofore, or thereafter occurring or
existing. At any time prior to a closing of the Initial Acquisition, this
Agreement may be amended by a writing signed by all parties hereto.
16. Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the latter of
the dates written below.
The "Company"
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
Dated: August 1st, 2000 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
"Finder"
NewBridge Capital, Inc.
Dated: Ausut 1, 2000 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: President