MARKETING CONSULTANCY
AGREEMENT
AGREEMENT
AGREEMENT (this
“ Agreement ”), made as of this 16th day of
November, 2006 by and between Bloodhound Search Technologies, Inc.,
a Nevada corporation with offices at 19901 Southwest Freeway,
Suite 114, Sugarland, Texas 77479 (the “ Company "),
and Gaming Solutions International, LLC, a limited liability
company with offices at 2360 Bayou Boulevard, Pensacola, Florida
32503 (“ GSI ”).
WHEREAS, the
Company is currently marketing and distributing certain software,
materials and services of a proprietary Internet search engine
known as “Strategic Information Monitoring System”
(“ SIMS ”);
WHEREAS,
subject to the terms and conditions set forth in this Agreement,
the Company desires to engage GSI as a consultant for the purpose
of providing certain sales, marketing and public relation services
to the Company and the Consultant desires to accept such engagement
on the terms and conditions contained herein.
NOW, THEREFORE,
in consideration of the mutual premises and covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I
SERVICES
Section
1.1 Services . In consideration for the compensation provided
herein, GSI shall diligently promote the Company and its products
and services and the brand and goodwill of Company. GSI shall
create, enlarge and exploit the marketplace through raising brand
awareness, sales, fieldwork, meetings and other customary means of
promotion. In furtherance of the foregoing, GSI shall provide the
following services for and on behalf of the Company:
1.
The Company shall provide GSI
information about the Company and its products which GSI will
include on its Web site “LottoFactor.com”.
2.
GSI will add a SIMS module to its
Web site “LottoFactor.com”.
3.
GSI will arrange a
“virtual” road show with its current content partners
and with other third parties identified by GSI and the
Company.
4.
GSI will provide a detailed list of
names of potential customers for the Company, including the names
of contact persons at such third parties.
5.
GSI may be asked to attend meetings
arranged by the Company. The Company will arrange and pay for
travel expenses if this occurs.
6.
GSI shall issue press releases
regarding the arrangement between the parties and the endorsement
by GSI of the Company and its products. All such releases shall be
approved by the Company prior to their dissemination
thereof.
Section
1.2 Independent Parties . The relationship between the parties herein
is that as of independent parties and not of partners, joint
venture partners, employer and employee, principal and agent or any
other relationship other than as expressly provided herein. Nothing
herein shall be construed to provide the authority to one party to
bind the other party.
ARTICLE II
COMPENSATION
Section
2.1 Cash Compensation . Commencing on the first business day of
December 2006 and continuing thereafter until the last business day
in May 2007, GSI shall be entitled to $6,000 per month; commencing
on the last business day in June 2007 and continuing thereafter
until the last business day in November 2007, GSI shall be entitled
to $8,000 per month. Provided that this Agreement has not been
terminated in accordance with the terms hereof, the $84,000 due to
GSI for its services shall be paid by the Company as follows: (i)
$9,000 shall be due and payable on each of December 1, 2006 and
March 1, 2007; (ii) $12,000 shall be due and payable on each of
June 1, 2007 and September 1, 2007; and (iii) $42,000 shall be due
and payable on November 30, 2007.
Section 2.2 Options . In addition to the cash payments provided
above, the Company hereby grants options to purchase (i) 100,000
shares of common stock of the Company, exercisable at $0.40 per
share; said options shall vest and be exercisable immediately until
November 30, 2008; and (ii) 500,000 shares of common stock of the
Company, exercisable at $1.25 per share; said options to vest and
be exercisable on November 28, 2007 if this Agreement has not been
terminated by the Company for cause prior to such time. If the
Company has not terminated this Agreement for cause prior to
November 28, 2007, then said option shall be exercisable until
November 28, 2009. The foregoing options awarded to GSI shall be
assignable to the shareholders of GSI.
Section
2.3 Pay Per Click Revenue . The Net Revenue (as defined below) generated
from any Pay Per Click from LottoFactor.com or any other Web site
directly owned by GSI shall be split 50/50 between GSI and the
Company. Net Revenue shall be defined as revenues received after
any 3 rd party fees and expenses. 50/50 shall be defined
as the same amount that the Company receives as profit from such
events.
Section
2.4 No Additional Compensation
. GSI agrees and acknowledges that
it shall not be entitled to any further compensation from the
Company regardless of any revenues generated directly or indirectly
as a result of the efforts of GSI.
ARTICLE III
TERM
Section
3.1 Term .
The term of this Agreement shall commence as of the date written
above and unless terminated earlier by the Company shall continue
until December 1, 2007.
Notwithstanding anything contained herein to the
contrary, the Company shall have the sole and exclusive right
to terminate this Agreement for cause after June 1, 2007
provided that GSI has not added value to BLDH in the
preceding 12-months by performing the items outlined in section 1.1
of this agreement. Value is defined as GSI attempting to lead BH to
contract arrangements that increase its distribution of its
products, increasing brand awareness, strategic introductions to
potential partners, and/or notable press releases during the 12
month period. GSI can not guarantee revenues for BLDH as BLDH has
yet to prove their product will deliver substantial revenues on a
going forward basis, but GSI agrees to make best efforts to assist
BLDH in introducing their product to the marketplace per the items
outlined in section 1.1 of this agreement.
Section
3.2 Compensation upon Termination.
If the Company exercises its option
to termina
