ENGAGEMENT AGREEMENTEngagement Agreement |
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LIBERTY STAR GOLD CORP | Equititrend Advisors, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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AGREEMENT is to be effective as of the 9th day of January-2007 by and between Equititrend Advisors, LLC, maintaining its principal offices at 11995 El Camino Real, Suite 301, San Diego, CA 92130 (hereinafter referred to as “Equiti•trend”), and Liberty Star Gold Corp., which maintains its principal offices at 2766 N. Country Club Road Tucson, AZ 85716, (hereinafter referred to as “Client”).
W I T N E S E T H:
WHEREAS, Equiti•trend is engaged in the business of providing and rendering public relations and communications services, and has knowledge, expertise and personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Equiti•trend for the purpose of obtaining public relations and corporate communications services, so as to better, more fully and more effectively deal and communicate with its shareholders and the investment community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, it is agreed as follows:
Engagement of Equiti•trend. Client herewith engages Equiti•trend, and Equiti•trend agrees to render to Client public relations, communications, advisory and consulting services.
The consulting services to be provided by Equiti•trend shall include, but are not limited to, the development, implementation and maintenance of an ongoing program to increase the investment community’s awareness of Client’s activities and to stimulate the investment community’s interest in Client. Client acknowledges that Equiti•trend’s ability to relate information regarding Client’s activities is directly related to the information provided by Client to Equiti•trend. Equiti*trend has provided materials to the Client setting out its program and agrees to carry out the program in full, tailored to meet the needs of the Client.
Client acknowledges that Equiti•trend will devote such time as is reasonably necessary to perform the services for Client, having due regard for Equiti•trend’s commitments and obligations to other business for which it performs consulting services.
Term and Termination. This Agreement shall be for a period of twelve months, commencing on the effective date hereof. If the Client does not cancel the contract during the term, the contract will be extended on a month-to-month basis per the client’s request.
Notwithstanding the previous, either party may terminate the Agreement, without cause by providing the other with (15) days’ written notice. Either party may terminate this Agreement with cause immediately. “Cause” means a fundamental breach of this Agreement or breach of any applicable securities law, rule or policy. Any payment that has not yet accrued will not be required to be paid, but any payment that has accrued but is not yet paid must be paid.
Treatment of Confidential Information. Equiti*trend shall not disclose, without the consent of Client, any financial and business information concerning the business, affairs, plans and programs of Client which are delivered by Client to Equiti•trend in connection with Equiti•trend’s services hereunder, provided such information is plainly and prominently marked in writing by Client as being confidential (the “Confidential Information”). Equiti•trend will not be bound by the foregoing limitation in the event:
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(I) |
The Confidential Information is otherwise disseminated and becomes public information, |
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CW1016399.1
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(II) |
Equiti•trend is required to disclose the Confidential Information pursuant to a subpoena or other judicial order. |
Equiti*trend will not disclose to any party material information respecting the Client that has not been publicly disclosed, nor will Equiti*trend trade in shares of the Client while in possession of such knowledge.
Representation by Equiti•trend of Other Clients. Client acknowledges and consents to Equiti•trend rendering public relations, consulting and/or communications services to other clients of Equiti•trend engaged in the same or similar business as that of Client.
Indemnification by Client as to Information Provided to Equiti•trend. Client acknowledges that Equiti•trend, in the performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by Client’s officers, directors, agents and/or employees. Client agrees to indemnify, hold harmless and defend Equiti•trend, its officers, agents and/or employees from any proceeding or suit which arises out of or is due to the inaccuracy or incompleteness of any material or information supplied by Client to Equiti•trend.
Indemnification by Equiti-Trend. Equiti-Trend agrees to indemnify, hold harmless and defend Client, its officers, agents and/or employees from any proceeding or suit which arises out of or is due to the actions, negligent or otherwise, of Equiti-Trend, its subsidiaries, agents, employees or affiliates in the performance of its obligations under the Agreement.
Independent Contractor. It is expressly agreed that Equiti•trend is acting as an independent contractor in performing its services hereunder. Client shall carry no workers compensation insurance or any health






