This Consulting Agreement (the “Agreement”) is made and entered into this day April 15, 2006, by and between Allegiant Capital Group Inc., whose principal place of business is Conference Plaza, Suite 253 – 515 West Pender Street, Vancouver, B.C. V6B 1V5, (the “Consultants”), and Essential Innovations Technology Corp. (the “Client”), whose principal place of business is 114 West Magnolia Street, Suite 400-142 Bellingham, WA USA 98225.
(a) The Consultant is engaged in the business of providing various consulting services for and on behalf of clients whose equity securities are publicly traded. The Consultants’ services on behalf of clients includes interactions with broker/dealers, strategic communication programs, industry awareness, marketing, corporate image advertising, business development and strategy, and evaluation of corporate compensation policies. In accordance with and subject to rules, regulations and policies of the Securities and Exchange Commission, the Consultant may additionally provide certain services on behalf of the clients over the Internet.
(b) The Client is a company with a class of equity securities that is publicly traded on one or more markets or exchanges. The Client desires to retain the Consultant as an independent consultant for various consulting services, including interactions with broker/dealers, strategic communication programs, industry awareness, marketing, corporate image advertising, business development and strategy, and evaluation of corporate compensation policies.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. CONSULTING SERVICES
The Client hereby retains the Consultant as independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. The Consultant shall provide to the Client consulting services as may be requested by the Client, including activities such as:
1. Financial public relations and promotional services (the foregoing collectively referred to as the “Consulting Services”).
2. Distribution of information concerning the Client to registered representatives of broker/dealers, and other persons, who the Consultant determines, in its sole discretion, are capable of effectively disseminating such information to the general public.
3. Strategic communication programs, industry awareness, marketing, national advertising, and complete corporate fulfillment.
Consulting services will also include advice and direction in relation to:
(c) Corporate compensation policies; (the foregoing collectively referred to as the “Consulting Services”).
The Consulting services that the Consultant shall provide to the Client are on a best efforts basis. Consultant makes no representation, warranty or guarantee that as a result of Consulting Services the Client’s image will improve, the Client’s business will increase, or that the Client’s stock price and volume of shares traded will increase.
Certain Strategies and Responsibilities of the Consultant in preparation of attempting to provide liquidity and in meeting the “Consulting Services” are to:
1. Contacting key analysts and portfolio managers through group and one-on-one meetings, investor conferences and a direct mail campaign,
2. Work with senior management to formalize an I.R. strategy, outlining activities to effectively manage the consistent flow of accurate information to a continually evolving shareholder base, potential investors and the media.
The Consultant has compiled comprehensive market information, forecasts, and geographic analysis to provide insight from the outside with a complete picture of the market environment for Essential. This information will be presented to the Consultant’s network through research reports. Custom consulting services use a rich base of industry expertise to identify market opportunities, highlight risk, and help clients to develop and refine their strategic plan.
The Consultant will:
(e) Gather all material information relating to the Client and confer with the officers and directors of the Client and provide those Consulting Services as may from time to time be requested by the Client.
(f) In accordance with rules, regulations and policies of the Securities and Exchange Commission, the Consultant will make available all public information concerning the Client to the financial community whom the Consultant determines in its sole discretion are capable of effectively disseminating public information concerning Client to the general public, and make available to the general public, information concerning the Client through the Internet on a website developed, updated and maintained by the Consultants.
Further detail of the services to be provided by the Consultant to the Client are as provided in Addendum “B” to this Agreement, which represents appropriate excerpts from an initial proposal given to the Client from the Consultant.
II. TIME, MANNER AND PLACE OF PERFORMANCE
The Consultant provides services similar to those provided for herein to other publicly traded companies. The Client agrees that the Consultant does not and shall not be required to devote their full time and efforts to the Client. The Consultant shall devote such time to the Client as is reasonable and necessary to provide the Consulting Services to Client. Consultant shall be available for advice and counsel to the officers and directors of the Client at such reasonable and convenient times and places as may mutually be agreed upon.
III. TERM OF THE AGREEMENT
The term of this Agreement shall be twelve months, commencing April 15, 2006 and terminating, April 14, 2007 (the “Term”), subject however, to prior termination, by either party, as provided in Section XI of this Agreement. This and Agreement may be terminated effective the last day of the month in which any party gives at least (30) days’ prior written notice to the other that it is terminating this Agreement.
In consideration of the Consulting Services to be provided to the Client by the Consultants, it is hereby agreed there is to be compensation to the Consultant as follows:
The Client will grant Consultant the option to purchase 250,000 shares of the Client’s common stock (the “Option Shares”)
250,000 Stock options priced at $0.50 issued to Consultant on signing.
Any special or extraordinary expenses and disbursements shall have the Client’s prior written approval as it is imperative to be clear with the fact that this clause refers only to those expenses considered over and above standard operational requirements, and that the engagement fee of $50,000 does, will, and is, expected to include all costs of the program.
VI. DISCLOSURE OF INFORMATION
The Consultant recognizes and acknowledges that it has and will have access to certain confidential information of the Client’s and of its affiliates that are valuable, special and unique assets and property of the Client and such affiliates (“Confidential Information”). The Consultant
will not, during and after the term of this Agreement, disclose, without the prior written consent or authorization of the Client, any Confidential Information to any person, except authorized representatives of the Consultant or its affiliates, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclose may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. Any information which has been disclosed to the public by the Client or upon the authorization of the Client shall not be considered Confidential Information
VII. NATURE OF RELATIONSHIP
(a) Nothing in this Agreement shall render any party a general partner of the other. Except as set forth in this Agreement, no party is nor shall be a general agent for the other and no party is given authority to act on behalf of the other. The Consultant is retained by the Client in an independent capacity and except as set forth in this Agreement, Consultant shall not enter into any agreement or incur any obligation on behalf of the Client.
(b) The Client acknowledges and agrees that the Consultant owes no obligation or duty to Client as a result of Client’s payment of the consulting fees to Consultants. The Consultant is rendering the Consulting Services solely to the Client and solely for the benefit of the Client.
VIII. CONFLICT OF INTEREST
This Agreement is non-exclusive. The Consultant shall be free to perform services for other companies and persons. Consultant will use its best efforts to avoid conflicts of interest. Client agrees that it shall not be a conflict of interest that Consultant devotes time and resources to companies and persons other than Client. In the event that Consultant believes a conflict of interest has arisen which may affect the performance of the Consulting Services for Client, Consultant shall promptly notify the Client of such conflict. Upon receiving such notice, the Client may terminate this Agreement pursuant to Section XIII. Failure to terminate this Agreement within 30 days of notification of any conflict of interest shall constitute the Client’s ongoing consent to the Consultant’s continued activities, which would be in conflict with Client.
(a) The Client agrees to indemnify and hold harmless the Consultant and each officer, director and controlling person of the Consultant against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to which the Consultant or such officer, director or controlling person may become subject, including those under the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended, because of actions of the Client or its agent, Client’s material publicly available to the Consultants, or material provided to Consultant by Client for use by Consultant in its performance under this Agreement.
(b) The Consultant agrees to indemnify and hold harmless the Client and each officer, director and controlling person of the Client against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in request thereof) to which the Client or such officer, director or controlling person may become subject, including those under the Securities Act of 1933 as amended or the Securities Exchange Act of 1934 as amended, because of actions of the Consultant or its agent(s).
X. TRADING IN CLIENT’S SECURITY
During the term of this Agreement, except for the sale of the Shares received by Consultant under this Agreement, neither the Consultant nor any of its officers, directors or employees shall engage in the purchase or sale of any of Client’s securities.
Notwithstanding Section III of this Agreement, this Agreement may be terminated:
(a) By the Client upon 30 days’ prior written notice to Consultants. Any compensation given to the Consultants, up to and including the Termination Date, shall be deemed fully earned. Client shall pay any compensation called for under this Agreement through the Termination date to Consultants.
i) In the event of any termination of the Consultant under this Agreement, the Consultant will promptly deliver to the Client, all documents, data, records and other information pertaining to the Agreement hereunder, and the Consultant shall not take any documents or data, or any reproduction or excerpt of any documents or data containing or pertaining to the Client.
i) Client fails to timely pay any compensation or expense reimbursement to Consultant when due; or
ii) Client requests Consultant to perform acts or services in violation of any law, rule, regulation, policy or order of any federal or state regulatory agency; or