MARKETING CONSULTANCY AGREEMENT AGREEMENT
AGREEMENT
AGREEMENT
(this
“Agreement”),
made
as of this 16th day of November, 2006 by and between Bloodhound Search
Technologies, Inc., a Nevada corporation with offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(the
“Company"),
and
Gaming Solutions International, LLC, a limited liability company with offices
at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“GSI”).
WHEREAS,
the Company is currently marketing and distributing certain software, materials
and services of a proprietary Internet search engine known as “Strategic
Information Monitoring System” (“▇▇▇▇”);
WHEREAS,
subject to the terms and conditions set forth in this Agreement, the Company
desires to engage GSI as a consultant for the purpose of providing certain
sales, marketing and public relation services to the Company and the Consultant
desires to accept such engagement on the terms and conditions contained herein.
NOW,
THEREFORE, in consideration of the mutual premises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
ARTICLE
I
SERVICES
Section
1.1 Services.
In
consideration for the compensation provided herein, GSI shall diligently promote
the Company and its products and services and the brand and goodwill of Company.
GSI shall create, enlarge and exploit the marketplace through raising brand
awareness, sales, fieldwork, meetings and other customary means of promotion.
In
furtherance of the foregoing, GSI shall provide the following services for
and
on behalf of the Company:
1.
The
Company shall provide GSI information about the Company and its products which
GSI will include on its Web site “▇▇▇▇▇▇▇▇▇▇▇.▇▇▇”.
2.
GSI
will
add a ▇▇▇▇ module to its Web site “▇▇▇▇▇▇▇▇▇▇▇.▇▇▇”.
3.
GSI
will
arrange a “virtual” road show with its current content partners and with other
third parties identified by GSI and the Company.
4.
GSI
will
provide a detailed list of names of potential customers for the Company,
including the names of contact persons at such third parties.
5.
GSI
may
be asked to attend meetings arranged by the Company. The Company will arrange
and pay for travel expenses if this occurs.
6.
GSI
shall
issue press releases regarding the arrangement between the parties and the
endorsement by GSI of the Company and its products. All such releases shall
be
approved by the Company prior to their dissemination thereof.
Section
1.2 Independent
Parties.
The
relationship between the parties herein is that as of independent parties and
not of partners, joint venture partners, employer and employee, principal and
agent or any other relationship other than as expressly provided herein. Nothing
herein shall be construed to provide the authority to one party to bind the
other party.
ARTICLE
II
COMPENSATION
Section
2.1 Cash
Compensation.
Commencing
on the first business day of December 2006 and continuing thereafter until
the
last business day in May 2007, GSI shall be entitled to $6,000 per month;
commencing on the last business day in June 2007 and continuing thereafter
until
the last business day in November 2007, GSI shall be entitled to $8,000 per
month. Provided that this Agreement has not been terminated in accordance with
the terms hereof, the $84,000 due to GSI for its services shall be paid by
the
Company as follows: (i) $9,000 shall be due and payable on each of December
1,
2006 and March 1, 2007; (ii) $12,000 shall be due and payable on each of June
1,
2007 and September 1, 2007; and (iii) $42,000 shall be due and payable on
November 30, 2007.
Section
2.2 Options.
In
addition to the cash payments provided above, the Company hereby grants options
to purchase (i) 100,000 shares of common stock of the Company, exercisable
at
$0.40 per share; said options shall vest and be exercisable immediately until
November 30, 2008; and (ii) 500,000 shares of common stock of the Company,
exercisable at $1.25 per share; said options to vest and be exercisable on
November 28, 2007 if this Agreement has not been terminated by the Company
for
cause prior to such time. If the Company has not terminated this Agreement
for
cause prior to November 28, 2007, then said option shall be exercisable until
November 28, 2009. The
foregoing options awarded to GSI shall be assignable to the shareholders of
GSI.
Section
2.3 Pay
Per Click Revenue.
The Net
Revenue (as defined below) generated from any Pay Per Click from ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
or any other Web site directly owned by GSI shall be split 50/50 between GSI
and
the Company. Net Revenue shall be defined as revenues received after any
3rd
party
fees and expenses. 50/50 shall be defined as the same amount that the Company
receives as profit from such events.
Section
2.4 No
Additional Compensation.
GSI
agrees and acknowledges that it shall not be entitled to any further
compensation from the Company regardless of any revenues generated directly
or
indirectly as a result of the efforts of GSI.
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ARTICLE
III
TERM
Section
3.1 Term.
The
term of this Agreement shall commence as of the date written above and unless
terminated earlier by the Company shall continue until December 1, 2007.
Notwithstanding
anything contained herein to the contrary, the Company shall have the sole
and
exclusive right to terminate this Agreement for cause after June 1,
2007 provided that GSI has not added value to BLDH in the preceding
12-months by performing the items outlined in section 1.1 of this agreement.
Value is defined as GSI attempting to lead BH to contract arrangements that
increase its distribution of its products, increasing brand awareness, strategic
introductions to potential partners, and/or notable press releases during the
12
month period. GSI can not guarantee revenues for BLDH as BLDH has yet to prove
their product will deliver substantial revenues on a going forward basis, but
GSI agrees to make best efforts to assist BLDH in introducing their product
to
the marketplace per the items outlined in section 1.1 of this agreement.
Section
3.2 Compensation
upon Termination. If
the
Company exercises its option to terminate the Agreement for cause, due to lack
of performance by GSI as outlined in section 3.1 of this agreement, prior to
December 1, 2007, the Company shall pay GSI any cash compensation then due
and
payable to GSI the accrued amount or the amount due hereunder. Said payment
shall represent GSI’s sole and exclusive right to any damages as a result of
such termination for cause by the Company so long as termination is justified
due to lack of performance by GSI per section 3.1 of this agreement.
ARTICLE
IV
CONFIDENTIALITY;
NON-COMPETE
Section
4.1 Confidentiality.
The
parties agree during the course of GSI providing services to the Company, each
party will disclose (the “Discloser”)
non-public material information to the other (the “Recipient”).
Such
information, hereinafter referred to as “Proprietary
Information”
may
include but is not limited to, any information concerning the software, customer
and contact lists, business strategies, business forecasts, sales, merchandising
and marketing plans, methods, policies and information, special offers,
personnel, information, way of doing business, research, experimental work,
development, inventions, design details and specifications, engineering,
financial information, and any other information provided by the Discloser
which
is marked as “Confidential”.
At
all
times during the term of this Agreement and for three years therafter, the
Recipient agrees to keep and hold all such Proprietary Information in strict
confidence and trust, and not to use or disclose any of such Proprietary
Information except as may be necessary to perform its duties pursuant to this
Agreement and only for the benefit of the Discloser. Upon termination of this
Agreement for any reason, the Recipient shall promptly deliver to the Discloser
any and all Proprietary Information and any copies thereof.
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Section
4.2 Non-Solicitation.
GSI
covenants and agrees that, for the term of this Agreement and for a period
of
three years thereafter, GSI shall not, and will not assist, directly or
indirectly, anyone to, (a) hire any employee, consultant or independent
contractor of the Company; (b) seek to persuade any employee, consultant or
independent contractor of the Company to discontinue employment or work on
behalf of the Company; (c) become employed by any of the Company ’s employees,
independent contractors, suppliers, customers or service providers; (d) seek
to
persuade any independent contractor, supplier, customer or service provider
to
discontinue his/her relationship with Company or refrain from entrusting
additional business to, or doing additional business; (e) develop a business
relationship with any of Company’s clients other than those introduced to the
Company by GSI; or (f) affect to the detriment of the Company or any of its
affiliates any relationship of Company, its affiliates or any of its officers,
employees and agents with any client, employee or agent of Company or its
affiliates.
Section
4.3 Non-Compete.
GSI
agrees that, for the term of this Agreement and for a period of one year
thereafter, that it will not serve as in a consultancy capacity for other search
engine related companies.
ARTICLE
V
GENERAL
PROVISIONS
Section
5.1. Representations
and Warranties.
Each
party hereby represents and warrants to the other that (i) it has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement; (b) the execution and delivery of this Agreement and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action and no further consent or
authorization of the company or its board of directors or mangers, as the case
may be, is required; and (c) this Agreement has been duly executed and delivered
by the party and constitutes a valid and binding obligation of the party,
enforceable against it in accordance with its terms.
Section
5.2 Indemnification.
GSI
shall defend, indemnify, and hold the Company and its officers, directors,
employees, agents and their respective affiliates and successors and assigns
(an
“Indemnified
Party”)
harmless from and against any suit, proceeding, assertion, damage, cost,
liability or expense (including court costs and attorneys’ fees) incurred
directly or indirectly by an Indemnified Party as a result of a breach of any
representation, warranty or covenant made by GSI herein or any claim made by
a
third party against any Indemnified Party arising from or connected, directly
or
indirectly, to the actions or omissions of GSI.
Section
5.3 Notices.
All
notices and other communications provided to any party hereto under this
Agreement or any instrument executed pursuant hereto shall be in writing and
shall be deemed to have been duly given (a) three days after being sent by
registered or certified mail (return receipt requested), (b) when delivered,
if
delivered personally, (c) upon the expiration of twenty four (24) hours after
transmission, if sent by facsimile if a confirmation of transmission is produced
by the sending machine (and a copy of each facsimile promptly shall be sent
by
ordinary mail), (d) upon the expiration of twenty four (24) hours after
transmission, if sent by email if a confirmation of transmission is produced
by
the sending computer (and a copy of each email transmission promptly shall
be
sent by ordinary mail) or (e) on the third day after being sent by overnight
mail or overnight courier, in each case to the parties at their respective
addresses set forth above (or at such other address for a party as shall be
specified by like notice; provided that the notices of a change of address
shall
be effective only upon receipt thereof).
4
Section
5.4 Severability.
In
the
event that any provision of this Agreement is determined by a non-appealable
decision to be illegal, invalid or unenforceable, then such provision shall
not
be voided, but shall be enforced to the maximum extent permissible under
applicable law, and the remainder of this Agreement shall remain in full force
and effect.
Section
5.5 Governing
Law and Jurisdiction.
This
Agreement shall be governed by and be construed in accordance with the laws
of
the State of New York. Any dispute between or, legal action or proceeding
against any of the parties hereto under, arising out of or in any manner
relating to, this Agreement and the transactions contemplated herein shall
be
adjudicated by the a court of competent jurisdiction within the State of New
York. Each of the parties herein: (1) consents and submits to the personal
jurisdiction of any of such courts in any such action or proceeding; (2)
consents to the service of any complaint, summons, notice or other process
relating to any such action or proceeding by certified mail, return receipt
requested, postage prepaid; (3) waives any claim or defense in any such action
or proceeding based on any alleged lack of personal jurisdiction, improper
venue
or forum non convenience or any similar basis, to the extent permitted by law;
and (4) waives trial by jury in any litigation in any court with respect to,
in
connection with, or arising out of, this Agreement, or the validity,
interpretation, collection or enforcement thereof.
Section
5.6 Entire
Agreement.
This
Agreement contains the entire understanding of the parties herein with respect
to its subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings other than those
expressly set forth herein. This Agreement supersedes all prior agreements
and
understandings between the Company and GSI with respect to its subject matter.
Section
5.7 Change
or modification.
No
waiver, change or modification of this Agreement or of any covenant, conditions
or limitations herein contained shall be valid unless in writing and duly
executed by both parties.
Section
5.8 No
Assignment.
GSI
shall not assign or transfer this Agreement or any rights or obligations
hereunder to any third party without the prior written consent of the Company.
Options awarded to GSI per this agreement are transferable to individual
shareholders of GSI.
Section
5.9 Construction.
The
headings of this Agreement have been inserted for purposes of convenience only
and are to be ignored in any construction of the provisions hereof.
5
Section
5.10 Waiver.
No
waiver of any rights by any party hereto shall be construed as a waiver of
the
same or any other right at any prior or subsequent time. Further, no waiver
or
delay on the part of a party in exercising any power of right hereunder and
no
forbearance or indulgence of a party granted to the other party, shall in any
way restrict or diminish the full rights and powers of the party under this
Agreement, or operate as a waiver of any breach by a party of any of the terms
and conditions of this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
BLOODHOUND
SEARCH TECHNOLOGIES, INC
By:
/s/
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Chief Executive Officer
Date:
November 16, 2006
GAMING
SOLUTIONS INTERNATIONAL, LLC
By:
/s/
▇▇▇▇ ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇
▇▇▇▇▇, ▇▇.
Title:
Managing Partner
Date:
November 16, 2006
6