EXHIBIT 10.24
Hobson, Lorenze, Bowersock & Associates
ADVERTISING AND PROMOTIONAL SERVICE AGREEMENT
THIS AGREEMENT, (this “Agreement”) is made on May
25, 2005, between Hobson, Lorenze, Bowersock & Associates,
(“HLB”) a legal partnership in the State of Florida,
and QI Systems Inc., (“Client”), trading symbol
“QIIIF” on the OTCBB, which may be changed to
“QIII” on the OTCBB.
Whereas, HLB is in the business of planning, developing and
implementing promotional campaigns for corporations;
Whereas, Client wants to engage HLB to prepare and implement a
promotional campaign for Client;
Now, therefore, in consideration of the mutual promises
contained herein and other good and valuable consideration, the
receipt and sufficiency of that are acknowledged, the parties,
intending to be legally bound, agree as follows:
Promotional Services
Term: Subject to Client’s compliance with each of
the representations, warranties and covenants and agreements made
by Client in this Agreement, HLB agrees to provide to Client and
Promotional Services identified on Exhibit A to this Agreement and
incorporated herein by reference, for the period commencing on the
date that this Agreement is executed and delivered by the Client
(“Effective Date”) and expiring one (1) year following
the Effective Date of this Agreement (the
“Term”).
Representations and Warranties of Client
As of the date hereof and during the Term of this
Agreement, Client represents and warrants to HLB that:
Organization. Client is a corporation duly organized,
validly existing and in good standing under the laws of the state
of its incorporation and is duly qualified to do business as a
corporation in each jurisdiction in which it owns or leases
property or engages in business.
Formal Action. Client has the corporate power and
authority to execute and deliver this Agreement and to perform each
of its obligations hereunder. The Client has taken all necessary
action to approve the execution and delivery of this Agreement and
the performance of all obligations of Client in this
Agreement.
Valid and Binding Agreement. The Client has duly
executed and delivered this Agreement, which is the valid and
binding obligation of the Client, enforceable against it in
accordance with its terms.
No Violation. The execution, delivery and performance of
this Agreement by Client does not and will not violate any
provisions of the certificate of incorporation or bylaws of the
Client or any agreement to which Client is a party or any
applicable law or regulation or order or decree of any court,
arbitrator or government. Client is not required to request action
of, filing with, any governmental or public body or authority in
connection with the execution, delivery or performance of this
Agreement.
Accuracy of Information. The Client has furnished
information to HLB regarding the business, operations, financial
condition (including financial statements), business plans and
biographical information regarding the Client’s directors and
officers (collectively referred as the “Information
Package”). Client represents and warrants that the
Information Package is true, complete and accurate in all material
respects and does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in
light of the circumstances in which they were made.
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Representations and Warrants of HLB
Organization. HLB is a partnership duly organized,
validly existing and in good standing under the laws of the State
of Florida and is duly qualified to do business in each
jurisdiction in which it owns or leases property or engages in
business.
Formal Action. HLB has the corporate power and authority
to execute and deliver this Agreement and to perform each of its
obligations hereunder. HLB has taken all necessary action to
approve the execution and delivery of this Agreement and the
performance of all obligations of HLB in this Agreement.
Valid and Binding Agreement. HLB has duly executed and
delivered this Agreement, which is the valid and binding obligation
of HLB, enforceable against it in accordance with its
terms.
No Violation. The execution, delivery and performance of
this Agreement by HLB does not and will not violate any bylaws of
HLB or any agreement to which HLB is a party or any applicable law
or regulation or order or decree of any court, arbitrator or
government. HLB is not required to request action of, filing with,
any governmental or public body or authority in connection with the
execution, delivery or performance of this Agreement.
Covenants
and Agreements.
Client
covenants and agrees to the following:
Client Certification. Client acknowledges that it is
responsible for the accuracy and completeness of the Information
Package and for all other information furnished to HLB and for the
accuracy and completeness of the contents of all materials prepared
by HLB for and on behalf of Client. The Client hereby designates
the individuals listed on Exhibit B to this Agreement as duly
authorized representatives of Client for purposes of certifying to
HLB the accuracy of all documents, advertisements or other
materials prepared by HLB for and on behalf of Client. The Client
agrees to promptly advise HLB in writing of any condition, event,
circumstance or act that would constitute a material adverse change
in the business, properties, financial condition, stock price or
business prospects of the Client or which would make any of the
information contained in the Information Package or in any document
prepared by HLB for and on behalf of Client misleading in any
material respect. Client hereby agrees that HLB and its directors,
officers, agents, and employees may rely on the Information Package
and on all other information furnished by Client, and on each and
every certification provided by an authorized representative of
Client, until HLB is advised in writing by an authorized
representative of Client that the information previously furnished
to HLB is inaccurate or incomplete in any material respect. Client
acknowledges that HLB shall prepare proofs and/or tapes of the
agreed upon materials and information, as set for dissemination,
for the Client’s review and approval and Client shall sign
and return such materials marking all corrections and changes that
the Client believes appropriate. Client acknowledges that HLB will
make oral representations based on the Information furnished
hereunder and the Client authorizes representations.
Books and Records. Client shall maintain true and
complete books, records, and accounts in which true and correct
entries shall be made of its transactions in accordance with
generally accepted accounting principals consistently applied
(“GAAP”).
Financial and other Information . Client agrees to
furnish to HLB the following:
Depository Trust Company Reports (DTC). On the first day
of business for the New York Stock Exchange each week HLB shall
receive from the client company, the client company’s DTC
report for the previous week.
Annual Financial Statements. As soon as practicable, and
in any event within 105 days after the close of the Client’s
fiscal year, annual financial statements including a balance sheet,
an income statement, a statement of cash flows, and a statement of
stockholder’s equity, and all notes thereto prepared in
accordance with GAAP and audited by an independent certified public
accountant.
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Quarterly Financial Statements. As soon as practicable,
and in any event within 50 days after the end of each fiscal
quarter, quarterly and year-to-date income statements, a statement
of cash flows, and a statement of stockholder’s equity,
prepared by Client in accordance with GAAP and certified by the
chief financial officer and chief executive officer of Client as
fairly presenting, subject to normal year-end audit adjustments,
the Client’s financial position as of and for the periods
indicated.
Hobson, Lorenze, Bowersock & Associates Reliance on
Client’s Full Disclosure . Client will provide, or
cause to be provided, to HLB all financial and other information
requested by HLB for rendering its services pursuant to this
Agreement. Client recognizes and confirms that HLB will use such
information in performing the services contemplated by this
Agreement without independently verifying such information and that
HLB does not assume any responsibility for the accuracy of
completeness of such information. The persons executing this
Agreement on behalf of Client certify that there is no fact known
to them which materially adversely affects or may (so far as the
Client’s senior management can now reasonably foresee)
materially adversely affect the business, properties, condition
(financial or other) or operations (present or prospective) of the
Client which has not been set forth in written form delivered by
Client to HLB. The persons executing this Agreement on behalf of
Client agree to keep HLB promptly informed of any fact hereafter
known to Client which materially adversely affects or may (so far
as the senior management can now reasonably foresee) materially
adversely affect the business, properties, condition (financial,
stock price or other) or operations of Client.
Legal Representation. Client acknowledges and agrees
that it has been and will continue to be, represented by legal
counsel experienced in corporate and securities law and Client
acknowledges that it has been advised as to the obligations imposed
on it pursuant to such laws and understands that it will have the
obligation and responsibility to see that all such laws are
complied with at all times during the Term of this
Agreement.
Compensation. In con
