Exhibit 10.7
THIS AGREEMENT made this day of July, 1999
BETWEEN:
BROKERWISE COMMUNICATIONS INC.
a body corporate, duly incorporated under the laws of Canada
(hereinafter "Brokerwise")
OF THE FIRST PART
- and -
▇▇▇▇▇▇▇.▇▇▇ CORPORATION
a body corporate, duly incorporated under the laws of Delaware
(hereinafter "thinWEB")
OF THE SECOND PART
WITNESSES THAT:
WHEREAS Brokerwise, its principal, employees and contractors, is experienced in
matters relating to the provision of Investor Relations services;
AND WHEREAS thinWEB desires to utilize the services of Brokerwise.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set out, the
parties hereto agree as follows:
1. thinWEB hereby retains Brokerwise and Brokerwise hereby agrees to provide
thinWEB with investor relations services subject to all of the terms, conditions
and provisions hereof.
2. Brokerwise hereby agrees to provide the investor relations services for a
term of one year commencing August 1, 1999, unless the agreement is terminated
as hereinafter provided for.
3. Investor relations shall be rendered to thinWEB subject to the approval and
direction of thinWEB's board of directors and designated management to whom
Brokerwise and its designated employees shall report.
4. Brokerwise shall furnish and have available qualified and designated full-
time staff personnel for all investor relations activities as required by
thinWEB and contained herein, together with such contractors as it deems
necessary to assist in the performance of its investor relations activities.
5. Brokerwise and its employees shall, throughout the term hereof, diligently
devote such time and effort as is reasonably required to thinWEB's investor
relations needs. Brokerwise and its employees shall perform the necessary
services conscientiously, efficiently and to the best of their abilities.
Brokerwise is not precluded from engaging in business activities with third
parties provided such activities do not interfere with the performance of its
duties and responsibilities to thinWEB.
6. The investor relations services to be provided shall include:
(a) roadshows and investor forums,
(b) investment community contact and relations,
(c) shareholder relations,
(d) news releases, and
(e) such other normal IR activities as are approved by thinWEB.
7. It is understood that until such time as thinWEB is publicly traded the
activities of Brokerwise shall be limited to:
(a) compiling a database of investment dealers, fund managers, investment
banks and the like for contact following SEC approval of thinWEB's
registration statement,
(b) compiling a database of people contacting thinWEB seeking investment
information, and
(c) responding to investor inquiries by referring them to information
contained in and to the link to the SB-2 registration statement filing on
the SEC website.
8. Brokerwise shall at all times observe and comply with all federal, state
and provincial securities laws, rules and regulations incident to the issuance
and trading of the securities of thinWEB and will take all steps reasonably
required within its control to prohibit any persons affiliated with Brokerwise
or thinWEB from engaging in any activities in contravention of such laws, rules
and regulations.
9. In consideration of investor relations services to be performed by
Brokerwise it shall be paid a monthly fee of $10,000 and shall be reimbursed
approved expenses incurred on behalf of thinWEB to a maximum of $4,500 per
month. The monthly fee shall be payable at the first of each applicable month
and expenses shall be reimbursed within 10 days following the month they are
incurred, subject to presentation and approval.
10. Brokerwise shall be responsible for the payment of all of its employee
remuneration, office and normal operating expenses. The costs and expenses of
any contractors retained by Brokerwise shall be the sole responsibility of
Brokerwise.
11. This agreement may be terminated by either party upon 30 days prior written
notice to the other party. Any monies owed to Brokerwise shall be paid within 10
days following the effective date of termination.
12. Either party may terminate this agreement for cause, immediately upon
notice to the other party upon occurrence of any of the following events:
(a) a material breach of any term or provision of this Agreement,
(b) violation of any law, regulation or rule.
13. Brokerwise expressly agrees that all books and records relating in any
manner whatsoever to the business of thinWEB, and all other files, books and
records and other material owned by thinWEB or used by it in connection with the
conduct of its business shall be the exclusive property of thinWEB regardless of
who actually prepared the original material, books or records. All such books
and records and other materials shall be returned immediately to thinWEB upon
termination of the Agreement.
14. This Agreement and all rights and obligations hereunder, including matters
of construction, validity and performance shall be governed by the laws of
Ontario. If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable legal fees and other costs incurred in
addition to any other relief to which such party or parties may be entitled. Any
such legal proceeding shall be brought in Ontario.
15. Notice given by either party to the other shall be considered received on
the day of actual physical delivery by courier or by confirmed facsimile
transmission. Notice to either party shall be directed as follows:
To Brokerwise:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Suite 1405 ▇▇▇▇▇'▇ Wharf Tower I
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To thinWEB:
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Suite 101, Phase 3, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
15. This Agreement shall not be assignable without written consent of both
parties.
16. The parties hereto agree that this Agreement constitutes the entire and
exclusive agreement between them pertaining to the subject matter contained
herein and supersedes all prior agreement relating to same.
17. The provisions of this Agreement shall enure to the benefit of and are
binding on the successors and permitted assigns of the parties.
IN WITNESS WHEREOF the parties have approved and executed this Agreement.
BROKERWISE COMMUNICATIONS INC.
per:_________________________________
▇▇▇▇▇▇▇.▇▇▇ CORPORATION
per:_________________________________