Exhibit 10.23
AGREEMENT TO ENGAGE
AVALON PARTNERS
FOR PUBLIC COMMUNICATIONS FOR
MIDNET, INC.
AGREEMENT made as of the 21st day of April 2005, by and between AVALON,
maintaining it's principal offices located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "AVALON") and MIDNET Inc.,
located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
(hereinafter referred to as "MIDNET").
WITNESETH:
WHEREAS, AVALON is engaged in the business of providing and rendering public
relations and communications Services ("Services") and has knowledge, expertise
and personnel to render the requisite Services to MIDNET; and
WHEREAS, MIDNET is desirous of retaining AVALON 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,
prospective shareholders, and the investment community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
ENGAGEMENT of AVALON: MIDNET herewith engages AVALON and AVALON agrees to render
to MIDNET public relations, communications, advisory and consulting Services.
A. The consulting Services to be provided by AVALON shall include, but are not
limited to the development, implementation and maintenance of an outgoing
program to increase the investment community's awareness of MIDNET's activities
and to stimulate the investment community's interest in MIDNET. MIDNET
acknowledges that AVALON ability to relate information regarding MI DNET's
activities is directly related to the information provided by MIDNET to AVALON.
B. MIDNET acknowledges that AVALON will devote such time as is reasonably
necessary to perform the Services for MIDNET, having due regard for AVALON's
commitment and obligations to other business for which it performs consulting
services.
SERVICES OF AVALON:
AVALON agrees that it will generally provide the following specified consulting
Services:
(a) Assist the Company in developing a short and medium term financing
strategy with financial institutions and private investors.
(b) Consult and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business plans,
strategy and personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for subsequent
financial public relations efforts;
(c) Introduce the Company to the financial community;
(d) With the cooperation of the Company, personnel maintain an awareness
during the term of this Agreement of the Company's plans, strategy and, as they
may evolve during such period, and consult and assist the Company in
communicating appropriate information regarding such plans, strategy and
personnel to the financial community;
(e) Assist and consult to the Company with respect to its (i) relations
with stockholders, (ii) relations with brokers, dealers, analysts and other
investment professionals, and (iii) financial public relations generally;
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(f) Perform the functions generally assigned to stockholder relations and
public relations departments in major corporations, including responding to
telephone and written inquiries (which may be referred to AVALON by the
Company); preparing press releases for the Company with the Company's
involvement and approval of press releases, reports and other communications
with or to shareholders, the investment community and the general public;
consulting with respect to the timing, form, distribution and other matters
related to such releases, reports and communications; and, at the Company's
request and subject to the Company's securing its own rights to the use of its
names, marks, and logos, consulting with respect to corporate symbols, logos,
names, the presentation of such symbols, logos and names, and other matters
relating to corporate image;
(g) Upon the Company's direction and approval, disseminate information
regarding the Company to shareholders, brokers, dealers, other investment
community professionals and the general investing public;
(h) Upon the Company's approval, conduct meetings, in person or by
telephone, with brokers, dealers, analysts and other investment professionals to
communicate with them regarding the Company's plans, goals and activities, and
assist the Company. in preparing for press conferences and other forums
involving the media, investment professionals and the general investment public;
(i) At the Company's request, review business plans, strategies, mission
statements budgets, proposed transactions and other plans for the purpose of
advising the Company of the public relations implications thereof; and,
(j) Otherwise perform as the Company's consultant for investment strategies
and opportunities along with public relations and relations with financial
professionals.
PRESENTATIONS, WARRANTIES AND COVENANTS
PROPERLY ISSUED SHARES:
When issued to AVALON the Engagement Securities shall be duly and validly
issued, fully paid and non-assessable.
TERM AND TERMINATION:
This Agreement shall be effective upon its execution and shall remain in effect
for a period of twelve (12) months, unless otherwise terminated as provided in
this Section. MIDNET can terminate this agreement at any time for cause or
without cause, with a 30-day written termination notice delivered via certified
mail. Either party hereto shall have the right to terminate this Agreement
without notice in the event of the death, bankruptcy, insolvency, or assignment
for the benefit of creditors of the other party.
Upon termination of this Agreement by MIDNET, AVALON shall have the right to
keep all of the securities issued to it.
TREATMENT OF CONFIDENTIAL INFORMATION:
AVALON shall not disclose, without the prior written consent of MIDNET, any
financial and business information concerning the business, affairs plans and
programs of MIDNET which are delivered by MIDNET to AVALON in connection with
AVALON Services hereunder, provided such information is plainly and prominently
marked in writing by MIDNET as being confidential (the "Confidential
Information"). AVALON will not be bound by the foregoing limitation in the event
(i) the Confidential Information is otherwise disseminated and becomes public
information or (ii) AVALON is required to disclose the Confidential Information
pursuant to a subpoena or other judicial order.
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REPRESENTATION BY AVALON OF OTHER COMPANIES:
MIDNET acknowledges and consents to AVALON rendering public relations,
consulting and/or communications Services to other companies except for those
engaged in like businesses competing with that of MidNet.
INDEMNIFICATION BY MIDNET AS TO INFORMATION PROVIDED TO AVALON:
MIDNET acknowledges that AVALON, in the performance of its duties, will be
required to rely upon the accuracy and completeness of information supplied to
it by MIDNET's officers, directors, agents and/or employees. MIDNET agrees to
indemnify, hold harmless and defend AVALON, 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 MIDNET
to AVALON, which is disseminated to the public.
INDEPENDENT CONTRACTOR:
It is expressly agreed that AVALON is acting as an independent contractor in
performing its Services hereunder. MIDNET shall carry no workers compensation
insurance or any health or accident insurance on AVALON or AVALON's employees.
MIDNET shall not pay-contributions or benefits that might be customary in an
employer-employee relationship.
NON-ASSIGNMENT:
This Agreement shall not be assigned by either party without the written consent
of the other party.
COMPENSATION:
In full consideration for the Services, MIDNET agrees that AVALON shall be
entitled to compensation as follows:
Upon execution of this Agreement, the Company shall issue 750,000 shares of its
restricted common stock to AVALON. The transfer amount of MidNet, Inc., (MIDX)
(the "Engagement Securities") stock will be made by Journal Transfer, Account
Transfer or DTC Transfer at time of signing. As a condition precedent to
issuance of the Engagement Securities, AVALON shall have piggy back registration
rights in any registration of securities filed by MIDNET as to any of its
securities such as described in its current private placement offering.
In addition, Company agrees to grant stock options with a term of two years with
the same as mentioned above piggy back registration rights in the amount of
200,000 shares at $1.00 and 200,000 shares at $1.50.
NOTICES:
Any notice to be given by either party to the other hereunder shall be
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 in writing signed by each
of the respective parties hereof. No breach of 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 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 Nevada. By signing
below, the parties agree they have the authority to bind their respective
companies.
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LAWS OF THE STATE OF NEVADA;
This Agreement shall be deemed to be made in, governed by and interpreted under
and construed in all respects in accordance with the laws of the State of
Nevada, irrespective of the country or place of domicile or residence of either
party.
Avalon Partners
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date: 6-8-05
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
MidNet Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇ Date: 6-8-05
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▇▇▇▇ ▇▇▇▇, CEO
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