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MARKETING COMMUNICATIONS SERVICES
AGREEMENT
This Agreement, dated February __, 2005 provides
details of the terms by which Baldacci Communications, LLC
("Agency"), located at 1921 Gallows Road, Suite 540, Vienna,
Virginia 22182 will provide investor relations and market
communications services to Braintech Inc. ("Client"), located at
930 West 1 st Street, Suite 102, North Vancouver,
British Columbia V7P3, Canada .
Recitals:
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A. Braintech wishes to utilize the services of Jim Speros in the
capacity of Public and Investors Relations Consultant;
B. Jim Speros suggests that Braintech contract him
through an agreement with Baldacci Communications, because Baldacci
has the expertise and resources needed to "package" Jim Speros to
be effective.
C. Braintech enters into this agreement on the
understanding that Jim Speros is leading the Public/Investor
Relations Program.
Agreement:
1) Investor Relations and Market
Communications Services: For services related to these
disciplines as outlined in the "Investment Stakeholder Development
Plan", (attached as Attachment D) including but not limited to:
investor relations; strategic planning; market development; public
relations; community and grass roots initiatives; branding; sales
support; and media planning and buying and/or other activities,
Agency will do the following on behalf of Client:
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a) Advise Client on market dynamics and
recommend actions designed to grow Client's business in a
profitable manner;
b) Formulate, recommend and, upon receipt of
verbal or written approval from Client, implement the strategies
and associated tactics to reach the investment stakeholder
development objectives which include affecting:
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i) Sources of investment capital;
ii) Demand for and volatility of BRHI stock;
iii) Market listing; and
iv) Investment community awareness of
Client;
c) Concept, design and produce creative material
for use as Client's company identity;
d) Recommend and write a concise mission
statement and brand positioning statement as well as brand
architecture and associated presentation materials;
e) Manage inquiries from news reporters,
investment managers and other interested parties regarding the
Company;
f) Arrange meeting or distribute statements as
appropriate to generate notice for Company with selected
individuals and/or organizations that report on or influence the
public perception of the Company and its competitors, suppliers,
customers or industry.
2) Approvals:
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a) Client shall have the sole right of final
approval of any and all internal and external communications
produced by the Agency on behalf of Client and approval must be
given in writing prior to release of such communications. The
Parties will make all reasonable efforts to support the need to
meet deadlines for submission of such finished work as advertising
creative and press releases and therefore will make all reasonable
efforts to meet scheduled deadlines for production.
b) Client shall pre-approve all Additional
Expenses and Costs in writing, (as per Approval Form attached as
Attachment C) prior to costs being incurred.
3) Term : This Agreement shall begin
effective February __, 2005 and shall stay in effect for one year
or until this Agreement is terminated, (as per Section 7) by either
party.
4) Agency Compensation and
Re-imbursement: In consideration for the services provided in
accordance with this Agreement, Client shall compensate Agency as
follows:
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a) Cash.
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i) Prior to the 1 st day of each
month for the period commencing on February 1, 2005 and through to
the final day of July, 2005, the Agency shall submit to Client an
invoice for the amount of twenty-six thousand United States dollars
($USD26,000.00) for each month of the period therein. Payment terms
for such invoices are net fifteen (15) days.
ii) Prior to the 1 st day of each
month for the period commencing on August 1, 2005 and through to
the final day of January, 2006, the Agency shall submit to Client
an invoice for the amount of eighteen thousand Unites States
dollars ($USD18,000.00) for each month of the period therein.
Payment terms for such invoices are net fifteen (15) days.
b) Stock.
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i) After receiving Activity Report, (as per
Section 6) for each of the first 6 months, Client will deliver to
Agency, or to such other parties as designated in writing by
Agency, 10,000 BRHI common shares issued pursuant to Regulation D,
Rule 506 and will be "Restricted Stock" pursuant to Rule 144.
ii) After receiving Activity Report for each of
the last 6 months, Client will deliver to Agency, or to such other
parties as designated in writing by Agency, 25,000 BRHI common
shares issued pursuant to Regulation D, Rule 506 and will be
"Restricted Stock" pursuant to Rule 144.
5) Additional Expenses and Costs:
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a) Travel. A travel budget has been established
for the period for the period through January 31, 2006 at an
annualized estimate of one hundred and fifty thousand Unites States
dollars ($150,000 US). The Agency shall submit to Client an invoice
on the first day and sixteenth day of each month for charges
incurred by Agency personnel which are to be charged against the
travel budget and reimbursed to Agency by Client. When such travel
is is conducted on behalf of the Company, charges allowed and
agreed to by Client include all applicable transportation, lodging
and food expenses, including all applicable taxes and fees incurred
by client. Payment terms for travel expenses are net fifteen (15)
days.
b) Ancillary Pass Through Expenses. An ancillary
pass through expense budget has been established for the period
through January 31, 2006 at an annualized estimate of eighty
thousand Unites States dollars ($80,000 US). Payment terms for
ancillary pass through expenses are net fifteen (15) days.
Ancillary pass through expenses include, but are not limited to,
expenses incurred in:
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i) News Distribution, Seminars &
Conferences. In the event that Agency incurs costs in attending
investment conferences and seminars, distribution of new releases
through news distribution services, then Agency will bill Client
for these expenses.
ii) Media Placement & Purchase. In the event
that Agency purchases media directly on behalf of Client, Agency
will purchase such media on a non-commissionable, net cost basis
and will bill Client for these expenses and such funds shall be due
and paid to Agency before non-cancelable media contracts become
effective. Client recognizes that all media must be paid before
media runs. Agency shall be responsible for notifying Client of
payment deadlines coming due in a timely manner. Client
acknowledges that, upon authorization to purchase media by Client,
the Agency will act as an Agent for Client to negotiate contracts
with applicable media, printing and other outside services. The
Agency will enter into agreements, which bind Client only after
receiving consent from Client. Client recognizes that the principal
and sole responsibility for payment of these contracts remains with
the Client until such time that Client pays the Agency for such
services. Client herein authorizes the Agency to purchase and place
advertising for Client, when approved by Client in writing, and to
obligate Client contractually or other wise for payment of such
advertising. Once Client has paid the Agency for ordered media, the
Agency assumes full financial responsibility for remitting payment
to the supplier/media. If however, Client fails to remit payment to
the Agency, the financial responsibility for payment to the
supplier lies fully with Client and not the Agency. Client will
fully indemnify the Agency for any financial loss that the Agency
may incur as the result of Client's failure to remit payment to the
Agency or supplier.
iii) Independent Research. In the event that
Agency commissions the preparation of independent research reports,
Agency will contract for such independent research reports and will
bill Client for these expenses. The Agency will enter into such
agreements, which bind Client only after receiving consent from
Client.
iv) Other work ordered by Client which is not
included in the scope of Agency activity itemized in Sections 1 and
2 hereof may be done by Agency and paid for by Client provided
Agency has received written authorization from Client. In the event
that other work is ordered, the Agency will provide Client with an
estimate of the anticipated incremental costs likely to result from
such other work. For illustrative purposes, and not intended to
limit Client in its choice of such other work, examples of other
work are:
(1) Any creative "on-location" work such as an on-location photo
shoot;
(2) Miscellaneous printing and printing overrun costs;
(3) Materials produced as marketing collateral such as posters,
brochures and other such promotional items;
(4) Radio Advertisements
(5) Radio Production
(6) Print and/or Outdoor advertisements.
6) Activity Report: Agency shall provide
Client within (5) days of month end a monthly activity report as
per example attached as Attachment B.
7) Termination:
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a) In the event either of the parties to this
Agreement desire or elect to terminate this contract at any time,
or in the event that either party should deem itself unable to
continue the Agreement, it is spe
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