March 24, 2009
Research Services Agreement
between
Cohen Independent Research
Group
And
Pax Clean Energy
PXCE
This Agreement
is entered into as of the date on the signature page hereof between
Cohen Independent Research Group, (“CIRG”) and PAX
CLEAN ENERGY PXCE for the provision of consulting services by Cohen
Independent Research Group. In consideration for
services rendered by CIRG to PAX CLEAN ENERGY PXCE parties agree to
the following terms and conditions.
Term
This Agreement
shall expire on its own terms twelve (12) months following the date
of execution of this Agreement. The term of this Agreement may only
be extended in writing, signed by PAX CLEAN ENERGY PXCE and
CIRG, PAX CLEAN ENERGY PXCE has the right to
terminate this agreement at any time after the initial research
report has been written, distributed and funded as required by this
letter agreement.
Scope of Services
The scope and
extent of any research services provided by CIRG, pursuant to this
Agreement shall include Wall Street analyst research
coverage for the agreed upon term.
CIRG’s
research services under this Agreement shall be limited to advice
and consultation on various types of research issues, including its
initiate coverage report and a 16 – 18 million email
marketing awareness campaign upon issuance of the
report. PXCE anticipates expanding the initial report
for year long coverage.
Fees and Expenses
PAX CLEAN
ENERGY PXCE agrees to pay CIRG the following rate in consideration
for CIRG’s services hereunder. Payment will be
made as follows:
|
|
|
Within 2 days
after the signing of this agreement: $2,000 wired into
the following account or mailed via money order to:
|
|
Wires to D.
Paul Cohen:
|
|
Account
Number: 6162700568
|
|
D. Paul
Cohen/Cohen Independent Research Group
|
|
wfbius6S
|
|
(ABA Routing
Number 121000248 for US wires)
|
|
Wells Fargo
Bank - San Francisco Office:
|
|
420 Montgomery
Street
|
|
San Francisco,
Calif. 94104 USA
|
2. Within
15 days of the signing after this agreement, $8,000 wired or sent
via mail by money order.
PAX CLEAN
ENERGY PXCE shall also reimburse Cohen Independent Research Group,
for any reasonable travel expenses that have been pre-approved by
PAX CLEAN ENERGY PXCE including travel expenses of CIRG’s
analyst covering PAX CLEAN ENERGY PXCE. Such reimbursement shall be
made in accordance with PAX CLEAN ENERGY PXCE’s corporate
travel expense policy.
This agreement
is effective immediately upon execution. Failure by PAX CLEAN
ENERGY PXCE to pay Cohen Independent Research Group within 15 days
of execution does not relieve PAX CLEAN ENERGY PXCE of its
obligations under this agreement. However, CIRG may at its
sole discretion extend the deadline for payment of the above, to be
noticed to PAX CLEAN ENERGY PXCE in written form.
Duties for Client Company
|
|
|
PAX CLEAN
ENERGY PXCE will edit the textual content of the final draft of the
initiate coverage report in Microsoft Word Track Changes, and
return the edited version no later than 20 days after receipt of
the first rough draft. Any editing after the
‘first edit’, or a second edit, will be billed at
$125.00 per hour, for all time spent and work performed, metered by
the analyst, until PAX CLEAN ENERGY PXCE approves the final version
of the initiate coverage report.
|
|
|
|
PAX CLEAN
ENERGY PXCE will sign off on the final version of the draft(s),
giving written permission to the Cohen Independent Research to
publish and distribute the initiate coverage report.
|
|
|
|
Within 15 days
PAX CLEAN ENERGY PXCE will be responsible for completing
CIRG’s Input Data Sheet delivered from CIRG to PAX CLEAN
ENERGY PXCE Completion of the CIRG Input Data Sheet will
include exact historical quarterly and annual aggregated line items
from the Income Statement, Balance Sheet and Cash Flow Statements
in US dollars.
|
|
|
|
PAX CLEAN
ENERGY PXCE will only send certain public text available
information requested by CIRG, to assist CIRG in its initiate
coverage research report. CIRG will not accept any non
public textual information from PAX CLEAN ENERGY PXCE.
|
|
|
|
Within 10 days,
PAX CLEAN ENERGY PXCE will send to CIRG requested public
information materials from CIRG’s 17 point
request. Parties agree that all 17 points may not be
available, but that PAX CLEAN ENERGY PXCE will send as much
material as it has regarding CIRG’s 17 point
request..
|
|
|
|
Failure to pay
fees in full on the agreed upon times and dates will terminate
research coverage. Coverage may be renewed at
CIRG’s sole discretion upon payment in full.
|
Relationship of the Parties
PAX CLEAN
ENERGY PXCE and Cohen Independent Research
Group, mutually understand and agree that Cohen
Independent Research Group, will be acting as an
independent contractor at all times in performing duties
hereunder. Nothing in this Agreement shall be deemed to
constitute Cohen Independent Research Group, as a joint venture,
partner, PAX CLEAN ENERGY PXCE or anything other than an
independent contractor. Cohen Independent Research Group, shall not
have the right to bind PAX CLEAN ENERGY PXCE or make any promises
for representations on behalf of PAX CLEAN ENERGY
PXCE As an independent contractor, Cohen Independent
Research Group shall assume full responsibility for payment of all
federal and state income taxes and self-employment taxes resulting
from compensation derived by Cohen Independent Research Group, for
services rendered hereunder. PAX CLEAN ENERGY PXCE shall
not be responsible in any manner for any of the foregoing or any
other amounts required to be withheld or paid by PAX CLEAN ENERGY
PXCE with respect to its policy under any applicable laws or
regulations.
PAX CLEAN
ENERGY PXCE and Cohen Independent Research Group, agree and
acknowledge that under this Agreement Cohen Independent Research
Group, shall not be entitled to receive any benefits from PAX CLEAN
ENERGY PXCE, including but not limited to, medical insurance,
medical expense reimbursements, vacation, sick leave or worker's
compensation benefits.
All notices
provided for by this Agreement shall be made in writing either by
(i) actual delivery of the notice into the hands of the party
entitled thereto, or (ii) by the mailing of the notice in the U.S.
mail to the last known address of the party entitled thereto,
registered or certified mail return receipt
requested. The notice shall be deemed to be delivered in
case (i) on the date of its actual receipt by the party entitled
thereto, and in case (ii) on the date of its mailing.
CIRG may not
assign the rights hereunder without the prior written consent of
PAX CLEAN ENERGY PXCE This Agreement shall be binding
upon and inure to the benefit of PAX CLEAN ENERGY PXCE and its
successors, assigns and legal representatives. The
successors and assigns of PAX CLEAN ENERGY PXCE shall agree in
writing to assume all obligations and benefits of this
Agreement.
This Agreement
shall be governed by and construed in accordance with the laws of
the State of California, without reference to its conflict of law
rules. Each of the parties irrevocably submit to the
jurisdiction of the Marin County Court in the State of California,
or the United States District Court for Northern California in the
State of California for the purpose of any suit, action, or other
proceeding arising out of or relating to this Agreement, which is
brought by or against any such party. To the extent that
such party has acquired, or hereafter acquires, any immunity from
jurisdiction of any such court or from any legal process
the
