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 consideration of Promotional
Services to be performed by HLB hereunder, Client hereby agrees to
compe
