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:
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:
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:
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:
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:
a) Cash.
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.
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:
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:
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:
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
