SERVICES AGREEMENT
This Agreement (Agreement) is
entered into this 2nd day of July, 2009 , by and
between Issuers Capital Advisors, LLC (“Service
Provider”), an independent contractor, whose address is
60 East Rio Salado Pkwy, Suite 900, Tempe, AZ 85281 , an
Arizona limited liability company, and HALBERD Corporation,
a public company, whose address is 10755 Vernon
Avenue Huntington Woods, MI 48070 (Client), in
consideration of the mutual promises made herein, as
follows:
Services to be Performed by
Service Provider
Specific Project Client : Halberd
Corporation and its related subsidiary entities
(Client).
Whereas: SERVICE PROVIDER has been requested by Client to
provide all facets of investor and public relations including but
not limited to:
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Providing all Investor and Public
Relations function(s) including:
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Create a 2 page company
“bio” and associated media to disseminate to Service
Provider’s network and execute an effective Investor
Relations Lead Generation Program through the use of the Service
Provider’s existing and future database of qualified
accredited and institutional investors;
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Create, manage and maintain an
investor lead capture site corresponding with the corporate
website;
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Strategic
Communications: Communicate all Client public
information and press releases including: Current Shareholders,
Service Provider’s database; and, maintain all Wire Service
and other social and commercial networking communications and
associated costs;
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Manage all investor site(s)
including internet based blogs, social media and mobile
communications including: updates to and initial population of
related financial sites with company information as well as
continuous monitoring, maintaining, updating and utilization of
related blogs with company information;
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Introduction of Client to Service
Provider’s Broker- Dealer networks and assist Client as
required in obtaining funding, and; Introduce Client to and engage
financial and media analyst coverage;
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Conference Call Management: Service
Provider shall arrange and direct all shareholder conference calls
for year end and quarterly company results in consultation with
Client;
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Manage all Public Relation Services
including media (Radio, Television, Print media, Web presence and
mobile communications along with associated sites and
blogs);
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Arrange and manage all “Road
Shows” with Broker Dealers and Institutional investors to
provide a broader opportunity for increased shareholder value or
acquisition possibilities;
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Effectuate all other IR/PR functions
for the Client as needed or requested by the Client.
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Method of Performing
Services
SERVICE PROVIDER will utilize their
specific methods, details, and means of performing the
above-described services and may also add to or enhance said
methods and details with prior approval of SERVICE PROVIDER and the
Client. All work products including notes, emails,
documents or other forms of communication are the property of the
SERVICE PROVIDER and must be provided to SERVICE PROVIDER at the
conclusion of the Project or upon request.
Compensation
In consideration for the services to
be performed by SERVICE PROVIDER, CLIENT agrees to pay SERVICE
PROVIDER as follows:
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Monthly payment
: Client agrees to pay
to SERVICE PROVIDER the sum of $9,500 per month for such services
in either cash or in registered common stock, at the option of the
Client. As such, the company hereby agrees to register
300,000 shares of Common stock in the name of the SERVICE PROVIDER
and to issue to SERVICE PROVIDER up to 38,000 shares of common
stock per month in lieu of cash payment. Further, SERVICE PROVIDER
shall also agree that Under no condition will SERVICE PROVIDER
or any related or affiliated member, entity or person short sell
the stock nor will it cause the stock to be short sold on its own
behalf or on behalf of any investor, fund, institution or
other;
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Upon the Client’s Board of
Directors creating a qualified Stock Option Plan for Vendors,
SERVICE PROVIDER shall be allowed to participate.
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Travel Reimbursement
: SERVICE PROVIDER shall
submit expense reports and all original receipts related to the
Client Company to the SERVICE PROVIDER and SERVICE PROVIDER shall
be reimbursed for all pre-approved travel expenses.
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All payments shall be processed
within 10-business days of Client’s receipt of invoice from
SERVICE PROVIDER.
Term of Agreement
This Agreement will become effective
on the date first written above and continue until the Project is
completed, the Client contract is terminated or the SERVICE
PROVIDER is otherwise released from the project by
Client.
SERVICE PROVIDER Service
Level
SERVICE PROVIDER has the requisite
background and knowledge to perform the tasks re
