Exhibit
10.6
SERVICE
AGREEMENT
THIS
AGREEMENT (the “Agreement”) is
made and entered into this 12th day of December, 2006, by and
between ELITE FINANCIAL COMMUNICATIONS GROUP, LLC, located
at 605 Crescent Executive Court, Suite 124, Lake Mary, Florida
32746, (hereinafter referred to as “ELITE”) and
DATAJUNGLE SOFTWARE INC., located at 1 Hines Road, Suite
202, Ottawa, Ontario, Canada K2K 3C7, (hereinafter referred to as
the “Company”).
WITNESSETH:
For and consideration of
the mutual promises and covenants contained herein, the parties
hereto agree as follows:
1)
EMPLOYMENT
Company hereby hires and
employs ELITE as an independent contractor, and ELITE does hereby
accept its position as an independent contractor to the Company
upon the terms and conditions hereinafter set forth.
2)
TERM
The term of this
Agreement shall be for twelve (12) months. However the Company
shall retain the right to terminate this Agreement following the
first 90 consecutive days of representation by ELITE. Said
desire to terminate must be submitted in writing to ELITE by the
Company no less than 30 days prior to the desired termination
date.
3)
DUTIES AND
OBLIGATIONS OF ELITE
a)
ELITE will review and
analyze various aspects of the Company’s goals and make
recommendations on feasibility and achievement of desired
goals.
b)
Through its Market
Relations Group, ELITE will provide exposure to its network of
firms and brokers that may be interested in participating with the
Company, schedule and conduct the necessary due diligence, and
obtain the required approvals necessary for those firms to
participate. ELITE will also interview and make
determinations on any brokerage or institutional firms referred by
the Company with regard to their participation.
c)
At the Company’s
request, ELITE will be available to field any calls from firms,
individual investors/shareholders and brokers inquiring about the
Company. In addition, ELITE will assist the Company in
preparing its quarterly communications relative to its financial
results and coordinate corresponding news announcements, conference
calls and simulcasts on the Internet in accordance with Regulation
FD.
d)
ELITE will feature the
Company on the Internet via ELITE’s home web site (
www.efcg.net) within the Elite Financial Forum which
will feature comprehensive information relative to the
Company’s fundamental and technical strengths, as well as
industry and corporate overviews; management biographies; stock
trading history; market making activity; conference call/webcast
archives; and other information meaningful to the investment
community. The Forum will be updated routinely and
provide for site visitors to request ongoing information about the
Company as it is released.
e)
ELITE shall write,
produce and/or assist the Company in preparing and releasing all
news announcements. The Company shall be solely responsible
for paying all fees associated with the actual release(s) through
BusinessWire, PR Newswire, or any other comparable news
dissemination source. ELITE will create, build and continually
enhance a database of all brokers, investors, analysts and media
contacts who have expressed an interest in receiving ongoing
information on the Company and manage the ongoing distribution of
news announcements and/or other Company approved
communications.
f)
ELITE shall serve as the
Company’s publicist and will strive to obtain coverage in
both national and industry publications, in financial newsletters,
on financial radio and television programming and via
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traditional press
mediums. Specifically, ELITE will facilitate an ongoing
outreach program to an intelligently targeted universe of media
professionals. Further, ELITE will track published articles
and provide monthly clippings of those articles/mentions featuring
the Company.
g)
At the Company’s
request, strive to obtain the Company analyst coverage and/or
investment banking sponsorship.
h)
ELITE shall arrange for
a series of due diligence meetings with select broker/dealers,
institutional investors and analysts at predetermined dates
throughout the campaign term, while remaining compliant with the
rules and regulations associated with Regulation FD.
i)
ELITE shall develop
customized, high-quality, high-impact and fully integrated
financial communications programs and platforms, and leverage our
strategic resources to enhance general product/service marketing
programs initiated by the Company.
j)
ALL OF THE FOREGOING
ELITE-PREPARED DOCUMENTATION CONCERNING THE COMPANY, INCLUDING, BUT
NOT LIMITED TO, INFORMATIONAL WRITE-UPS, NEWS ANNOUNCEMENTS,
SHAREHOLDER LETTERS, ET AL, SHALL BE PREPARED BY ELITE USING
MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY
THE COMPANY PRIOR TO DISSEMINATION BY ELITE.
4)
ELITE’S
COMPENSATION
a)
$10,000, payable per
month.
i)
For the first six months
of this Agreement, the Company may elect to pay the monthly
consideration of $10,000 in a combination of cash and common stock,
restricted pursuant to Rule 144, presuming the monthly cash
component is a minimum of $5,000.
(1)
The Company agrees to
notify Elite no less than five (5) days prior to each monthly
payment due date of its intent to pay in cash or cash and
restricted stock.
(2)
The first monthly cash
payment will be due immediately upon execution of this Agreement,
with subsequent monthly cash payments due and payable every 30 days
thereafter. The Company agrees to make all monthly cash
payments on the applicable due date and in no event beyond five (5)
business days past the due date.
(3)
The restricted stock
component, if any, will be calculated using a price of $0.15 per
share. The Company will cause a stock certificate, with
applicable restrictive legend, to be issued to ELITE on the 91
st and 181 st day (“stock issuance
dates”) following execution of this Agreement, representing
stock compensation, if any, due for the applicable three billing
periods immediately preceding the stock issuance dates. The
Company will use its best efforts to have said stock certificates,
if any, delivered within 15 business days following the applicable
stock issuance dates.
b)
ELITE would also be
entitled to receive a warrant to purchase up to 155,000
common shares of the Company’s common stock, exercisable at
an exercise price of $0.30 per share vesting immediately and
expiring on December 31, 2010 with cashless exercise if the
underlying shares are not registered.
The Company shall agree
to issue ELITE piggyback registration rights for any common shares
earned in consideration of the monthly payment consideration as
defined above, and the common shares underlying the warrant listed
above, whereby the Company will use best efforts to register these
shares for resale by ELITE on the first applicable Registration
Statement filed by the Company with the U.S. Securities &
Exchange Commission; said underlying common shares shall be held by
the Company until such time as ELITE elects to exercise its warrant
to purchase the common shares.
The Company makes no
representation or warranties as to its ability to have any
registration statement declared effective. In the event the
Company is advised by the staff of the SEC, or any applicable
self-regulatory or state securities agency that the inclusion of
the shares will prevent, preclude or materially delay the
effectiveness of a registration statement filed, the Company, in
good faith, may amend such
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registration statement
to exclude the Shares without otherwise affecting ELITE's rights to
any other registration statement.
5)
ELITE’S
EXPENSES AND COSTS
Company shall pay all
reasonable costs and expenses incurred by ELITE, its directors,
officers, employees and agents, in carrying out its duties and
obligations pursuant to the provisions of this Agreement, excluding
ELITE’s general and administrative expenses and costs, but
including and not limited to the following costs and
expen
