EXHIBIT 10.4
NATIONAL ▇▇▇▇▇ SERVICES AND CONTINENTAL STOCK TRANSFER & TRUST CONFIDENTIAL
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING made as of this 10th day of February, 2003.
National ▇▇▇▇▇ Services, Inc. ("National ▇▇▇▇▇") and Continental Stock Transfer
& Trust Company ("Continental"), (jointly, the "Parties") hereby express their
joint intent to enter into a mutually beneficial strategic relationship. The
Parties desire to execute this non-binding Memorandum of Understanding (this
"MOU") outlining the Parties' understanding of such relationship.
The Parties agree that execution of a copy of this MOU is acceptance of an
understanding in principle between the Parties as set forth herein.
NON-BINDING
This MOU is not binding on the Parties and no Party will have any legal
obligation, whether arising out of this MOU, to the other Party or to any other
person or entity by reason of this MOU or any other matter contemplated hereby
or giving rise hereto, unless and until the Parties execute one or more
definitive agreements with respect to the subject matter hereof and then only to
the extent set forth in such definitive agreements. Such definitive agreements,
if so executed, will supersede any terms and conditions expressed in this MOU or
any other communication between the Parties and will contain such terms,
conditions, covenants, representations and warranties as are appropriate for
transactions of that type. With exceptions noted above, nothing contained
herein will obligate the Parties despite the use herein of the terms "shall,"
"will," or other obligatory words or phrases.
I. UNDERSTANDING IN PRINCIPLE
A. SCOPE
The Parties will work together to develop specific business opportunities and
mutual commitments that contribute to the execution of each company's business
plan, including:
1. application of each company's thought leadership and consulting in
support of the other's business plan;
2. application of each company's brand, skills and / or technology to the
other's business plan;
3. joint marketing and publicity of the companies products and services.
This joint effort has the appropriate high-level support of each Party.
B. MUTUAL RESPONSIBILITIES
The Parties agree to use reasonable commercial efforts in support of the Guiding
Principles set forth in Article II below.
1. Each Party will assign the appropriate personnel within their own
organizations to accomplish the tasks outlined.
2. Neither Party shall commit to expend capital on behalf of the other
without the express written consent and the appropriate approval of the relevant
operating entities of that Party and the other Party to this agreement.
II. GUIDING PRINCIPLES
1. The Parties will primarily focus on, but not be limited to, the creation
of mutual business opportunities associated with the execution of each company's
business plan to continue growth in the area of professional services / service
bureau activities.
2. For greater certainty, but without limiting any other provisions in this
MOU:
a) Continental will select National ▇▇▇▇▇ as a preferred but non-exclusive
supplier of "EDGARizing" services (including );
b) National ▇▇▇▇▇, through,51st State Systems, Inc., will provide technology
products and services to Continental (such as web site development and hosting)
at industry competitive pricing, on a mutually agreed basis;
c) National ▇▇▇▇▇ and Continental will identify and develop joint
opportunities to provide customer solutions to Continental's clients based
National EDGAR's EDGARizing services;
d) Continental will provide National ▇▇▇▇▇ with industry introductions as
appropriate to Continental internal and external client, supplier, and partner
contacts, on a mutually agreed basis;
e) National ▇▇▇▇▇ and Continental will participate in joint press releases
and other promotional activities on a mutually agreed basis, including direct
mail promotions, web like exchanges, print advertising, and other joint
activities; and,
f) National ▇▇▇▇▇ grants use of, National ▇▇▇▇▇'s logo and marketing copy to
Continental's web site and other co-marketing efforts. Continental grants use
of, Continental's logo and marketing copy to National ▇▇▇▇▇'s web site and other
co-marketing efforts. The use of either company's branding is subject to the
respective company's usage, license and graphical standards.
3. Opportunities not addressed in this MOU ("Additional Opportunities") will
be defined by scope, time, individual competencies, and management
responsibility in a separate document.
4. Participation in each Additional Opportunity will be determined by the
respective competencies and value contributed by the Parties.
5. The Parties may pursue this and Additional Opportunities through, but not
limited to Joint Ventures, Formal and Informal Alliances, Third Party
Agreements, Vendor/Customer Relationships, and Investment Financing.
6. The Parties may operate within multiple geographies .
7. This relationship shall at all times be subject to commercial
reasonableness, common sense, and practicality.
8. Each Party will appoint a person(s) to represent their respective
interests. Such representatives will hold discussions not less than once per
quarter for the purpose of reviewing and discussing opportunities relevant to
this MOU.
III. CONSENTS/APPROVALS/LEGAL REQUIREMENTS
This MOU and the consummation of any material transactions contemplated herein
shall be subject to any applicable legal or regulatory requirements or
restrictions. If any aspect of a transaction requires consent from the
Securities and Exchange Commission, or its Canadian counterpart, state or
provincial public utility commission or similar regulatory body, the Parties
will use their combined reasonable efforts (at their own expense) to obtain any
such consent and other required consents. Either Party shall have the right to
refuse to close any such transactions and/or terminate any definitive agreements
in the event that the required consents and approvals are conditional or
inadequate in any way.
IV. EXPENSES
Each Party is responsible for its own expenses expended in achieving the goals
of this MOU.
V. CONFIDENTIALITY/PUBLICITY
The fact and existence of this MOU, the terms and conditions contained herein,
as well as the substance of any negotiations between the Parties with respect to
the matters contemplated herein are deemed confidential.
The terms and conditions of this MOU and all efforts arising therefrom will not
be disclosed to third parties by either Party, including without limitation, by
means of a press release, without the prior consent of the other Party,
provided, however, that the foregoing shall not preclude the Parties from making
any information available to their respective agents, representatives,
attorneys, consultants, investors, lenders or prospective partners.
VI. AGREEMENT DURATION
This MOU shall have a planned duration of 2 years following the agreement date,
with annual renewals to be confirmed at the end of each year of the agreement.
It may be extended beyond the planned 2 year duration with mutual agreement from
both parties.
VII GOVERNING LAW
This MOU and all attachments hereto shall be governed and construed in
accordance with the laws of the State of New York, without regard to conflict of
laws or principles.
Signatures on following page
IN WITNESS THEREOF, the Parties have duly executed this Agreement, as of the
effective date.
) NATIONAL ▇▇▇▇▇ SERVICES, INC.
) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
) --------------------------------
) ▇▇▇▇▇▇▇ ▇▇▇▇▇
) CONTINENTAL STOCK TRANSFER AND TRUST COMPANY
) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
) --------------------------------
) ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO