Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - FAR VISTA INTERACTIVE CORP. | form10q.htm |
| EX-32.1 - CERTIFICATION - FAR VISTA INTERACTIVE CORP. | ex321.htm |
| EX-31.1 - CERTIFICATION - FAR VISTA INTERACTIVE CORP. | ex311.htm |
| EX-32.2 - CERTIFICATION - FAR VISTA INTERACTIVE CORP. | ex322.htm |
| EX-31.2 - CERTIFICATION - FAR VISTA INTERACTIVE CORP. | ex312.htm |
Nassau
International Consultants, Inc
265
SUNRISE HIGHWAY
SUITE
1-224
ROCKVILLE
CENTRE, NEW YORK 11570
(516)
442-2027office
(516) 442-2033
fax
May 27,
2009
Far Vista
Interactive Corp
1530
9th Ave
S E
Calgary,
ALB T2GOT7
Canada
Attn:
Tony Care
RE: Investor
Relations and Marketing services.
This
letter sets forth the agreement (the "Agreement") between Far Vista Interactive
Corp. (the "Company") and Nassau International Consultants. Inc. (Nassau),
concerning investor relations, marketing, and related advisory services
(hereafter being referred to as the "Services") rendered to the Company from May
27, 2009 on or around depending on share delivery.
When
countersigned in the space provided below, this letter shall serve as our
agreement, as detailed below. Therefore, this Agreement contains the full and
complete understanding between the parties and supersedes all prior
understandings. It is further understood/agreed (when countersigned) that this
Agreement may not be altered, modified or changed in any way without the express
written consent of both parties.
1. The
Services
During
the term of this Agreement, Nassau shall use its best efforts to provide the
Company public and financial communications services and serve, when requested,
as the Company liaison and spokesperson. Nassau's duties shall include, but are
not limited to;
|
|
A.
|
The
timely response, by fax, telephone or mail, to all inquiries related to
the Company from the press, shareholders, or other interested parties.
Such response shall consist of written materials, such as copies of public
announcements, press kits, current corporate profiles of the Company, and
teleconferencing as necessary.
|
|
|
B.
|
Assisting
in the drafting of press releases for the Company targeted at the
investment community.
|
|
|
C.
|
Nassau
agrees to make reasonable efforts to increase public participation in the
Company's Activities.
|
|
|
D.
|
Nassau
agrees to make itself' available and provide for reasonable amounts of
time and upon reasonable notice devote reasonable and good faith attention
as well as financial advice and consulting to the Company and to the
Company's other communications and public relations needs. Specific
assignments, however, will be mutually agreed upon and may incur
additional fees to the Company.
|
|
|
E.
|
Communicating
the Company's corporate profile within the investment community, with the
goal of raising and improving such
profile.
|
1
|
|
F.
|
Positioning
the Company tor business media coverage and, from time to time, pursuing
the same.
|
|
|
G.
|
Soliciting
and arranging meetings with the investment community (both sell-side and
buy-side) to promote the Company. It is understood that Nassau does not
perform investment advisory services and/or advise any person or entity to
buy or sell the Company's stock, and that Nassau merely acts as a liaison
between the Company and its shareholders. In this regard, Nassau merely
disseminates information to shareholders and potential investors as an
intermediary on behalf of the
Company.
|
It is
understood that the Company has agreed to enter into this agreement based upon
the present character and composition of Nassau’s management and general good
standing and reputation in the business community. In the event of the sale or
transfer of a substantial portion of the assets of Nassau's business or of a
change in the controlling interest in Nassau’s business or of a merger or
consolidation of Nassau's property being appropriated, confiscated or
nationalized by the government, or in the event of the de facto control of
Nassau or of any of its subdivisions or agencies being assumed by a government,
or government agency or representative, the Company may at its option, terminate
this Agreement immediately upon written notice to Nassau.
2.
Compensation for the Services
In
consideration for the services rendered by Nassau to the Company pursuant to
this Agreement, the Company shall compensate Nassau as follows:
|
|
A
|
The
Company agrees to pay Nassau Seven Hundred Fifty Thousand Shares (750,000)
shares of common stock upon signing of this contract and Ono Hundred
Thousand Dollars ($100,000) cash.
|
|
|
|
|
B.
|
It
is mutually agreed upon that during the term of this Agreement the Company
shall reimburse Nassau for any out-of-pocket expenses in connection with
Nassau's services to the Company outside of those included in the program.
(Examples listed in Addendum A)
|
|
|
C.
|
The
Company agrees after the Six (6) week contract is up they have an option
to renew for whatever they feel necessary for fee to be determined upon
length of extended contract thereafter or how Nassau deems necessary to
continue.
|
|
|
3.
Method of Compensation
|
Stated
above.
|
|
4.
Termination
|
|
|
A.
|
The
Company agrees to retain Nassau, effective May 21, 2009. The term of this
engagement will be Six (6) weeks and may be terminated by either Party
upon fifteen (I5) days prior written notice if termination is without
cause, and immediately upon written notice if termination is with cause.
Nassau is retained to represent the Company in carrying out its financial
communications program, as approved by the Company and to act on behalf of
the Company in this regard.
|
|
|
B.
|
In
the event of termination, all fees and charges owed by the Company to
Nassau up until the effective date of termination (including any expenses,
which were not reimbursed) will be paid to Nassau within five (5) days of
the later of the effective termination date or the notice date. Interest
on any overdue balance owed to Nassau by the Company shall accrue at 2.5%
pet month. Upon termination of this Agreement the Company is to pay for
all authorized work in progress. Nassau shall transfer, assign and make
available to the Company, or its representative, all property and
materials in Integrity's possession or Control which belong to and were
paid for by the Company.
|
2
5.
Reports
At the
Company's request, Nassau agrees to supply a report at least once a month,
verbally or included in the billing invoice, on general activities and actions
taken on behalf of the Company.
6.
Materials
The
Company agrees to furnish any supplies and materials, which Nassau may need
regarding the Company, its management, products, financial and business status
and plans.
7.
Independent Contractor Status
Nassau is
acting as an independent contractor, and not as an employee or partner of the
Company. As such, neither party has the authority to bind the other, nor make
any unauthorized representations on the behalf of the other.
8.
Services to Others
|
|
A.
|
The
Company acknowledges that Nassau is in the business of providing
Consulting Services to other businesses and entities. Nassau’s services
hereunder are not exclusive to the Company and Nassau shall have the right
to perform the same or similar services for others, as well as engage in
other business activities. Nassau shall advise the Company in writing as
to such other businesses or entities to which it provides services. In the
event the Company, in its sole discretion, deems that Nassau has or may
have a conflict of interest, the Company may immediately terminate this
Agreement upon written notice to
Nassau.
|
|
|
B.
|
The
Company may in the event an existing at future investor or venture
capitalist, require, as a condition of their investment, Consulting
Services of another Investor Relations firm outside that of Nassau,
terminate the Agreement with Nassau upon fifteen (15) days written
notice.
|
9.
Confidential Information
Nassau
will use its best efforts to maintain the confidential nature of the proprietary
or confidential information the Company entrusts to it through strict control of
its distribution and use. Further, Nassau will use its best efforts to guard
against any loss to the Company through the failure of Nassau or their agents to
maintain the confidential nature of such information. ''Proprietary'' and
"confidential information," for the purpose of this Agreement shall mean any and
all information supplied to Nassau which is not otherwise available to the
public, including information which may be considered “Inside information"
within the meaning of the U.S. securities laws, rules and
regulations.
10.
Indemnification
|
|
A.
|
The
Company shall indemnify Nassau and its officers and employees and bold
them harmless for any acts, statements or decisions made by Nassau in
reliance upon information supplied to Nassau by the Company, or in
accordance with instructions from or acts, statements or decisions
approved by the Company. This indemnity and hold harmless obligation shall
include expenses and fees including reasonable attorney’s fees incurred by
Nassau in connection with the defence of any act, suit or proceeding
arising out of the foregoing.
|
|
|
B.
|
Nassau
shall indemnify the Company against any loss or expenditure (including
reasonable attorney's fees and costs) the Company may incur as a result of
any claim, suit or proceeding made or brought against the Company based
upon or relating to any breach by Nassau of the terms of this Agreement or
to any programming, publicity or other material which Nassau prepared for
the Company which was not based on materials or directions from the
Company or in the event of claims arising from the wilful or negligent
acts of Nassau.
|
3
11.
Restricted Stock and Option Bonus
DOES
NOT APPLY
12.Other
Transactions
|
|
A.
|
Nassau
may, at the request of the Company, outside of the scope of the Services
to be provided under this Agreement, choose to investigate possible
acquisitions or merger candidates for the Company, or identify sources of
financing for certain of the Company’s lines of business (collectively. a
"Business Opportunity). Nassau shall also be entitled to receive from the
Company a "Transaction Fee," as a result of any transaction effected by
the Company with a Business Opportunity introduced by Nassau or by a third
party Introduced by Nassau.
|
|
|
B.
|
A
Business Opportunity shall include the merger, sale of assets,
consolidation or other similar transaction or series or combination of
transactions whereby the Company or its subsidiaries, both transfer to a
third entity or person, assets or any interest in its business in exchange
for stock, assets, securities, cash or other valuable property or rights,
or wherein they make a contribution of capital or services to a joint
venture, commonly owned enterprise or venture with the other for purposes
of future business operations and
opportunities.
|
13.
Issuance and Registration of Shares
In the
event the compensation hereunder contains Fee Shares, the Company shall
immediately register the shares as soon as practicable via an appropriate
registration statement. The Company shall also register the Option shares as
soon as practicable following the execution of this agreement via an appropriate
registration statement. Nassau, at its sole discretion, may request that such
shares be issued prior to registration in reliance on exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"),
Regulation D of the Act, and applicable state securities laws.
14.
Entirety
This
instrument sets forth the entire agreement between Nassau and the Company. No
promise, representation or inducement, except as herein set forth, has been made
by either party to this Agreement. Should any provision of this Agreement be
void or unenforceable, the rest of this Agreement shall remain in full force.
This Agreement may not be cancelled, altered, or amended except in
writing.
If the
forgoing is agreeable, please indicate your approval by dating and signing
below. Please retain one copy for your files, returning the original to Nassau
International Consultants, Inc.
4
APPROVAL
AND ACCEPTANCE
READ AND
ACCEPTED this 28th day
of May, 2009.
Signed:
/s/ Richard
Buckley
Richard Buckley
Far Vista Interactive Corp.
Signed:
/s/ Keith
McNally
Keith J
McNally
Nassau
International Consultants, Inc.
5