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Communications World International, Inc.
Form 10-KSB
EXHIBIT 10 (n)
TKO INTERNATIONAL, INC.
PROFESSIONAL CONSULTING AGREEMENT WITH
COMMUNICATIONS WORLD INTERNATIONAL, INC.
THIS PROFESSIONAL CONSULTING AGREEMENT (the "Agreement") is made this 5th day of
June 2000, and will commence on the 15th day of June by and between the
Consultant, TKO International, Inc. ("TKO") of 5650 Greenwood Plaza Blvd., Suite
105, Greenwood Village, CO 80111, and the Client, Communications World
International, Inc. ("CommWorld") with its principal offices located at 7315 S.
Revere Parkway #602, Englewood, CO. 80112.
WHEREAS, TKO will operate and sell marketing services, which consists
primarily of researching, organizing, and disseminating information
designed to heighten public awareness of the business conducted and
performance results achieved by CommWorld; and,
WHEREAS, CommWorld desires to retain the services of TKO in a public
relations and promotional capacity, to inform the general public, the
brokerage community, and other individuals pursuant to the terms
hereof; and,
WHEREAS, CommWorld wishes to formalize in a written agreement the terms
and conditions under which TKO will provide such services to CommWorld.
ACCORDINGLY, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. ENGAGEMENT CommWorld International hereby engages TKO,
commencing immediately upon signing, in consultation with
CommWorld, to:
(a) Operate and maintain shareholder/investor
communications and marketing programs designed to
heighten public awareness of business conducted by
and corporate performance of CommWorld
(b) Identify and establish appropriate information
channels capable of maximizing dissemination of
CommWorld information to the shareholder/investors
and the investment community generally;
(c) Assemble and organize CommWorld information in a
format and medium which best facilitates such
dissemination; and
(d) Generally disseminate information about CommWorld to
the public and investment community, all in
accordance with the terms of this Agreement
(collectively, the "Shareholder Enhancement
Program").
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2. SHAREHOLDER ENHANCEMENT PROGRAM ("SEP") The SEP consists of,
but will not be limited to, the following components, the
timing and sequence of which shall be determined by TKO in
consultation with CommWorld.
(a) Approach TKO's newsletter and media contacts for the
purpose of having feature articles on CommWorld
published and disseminated and used in conjunction
with a mass mailing program.
(b) Create a concise fact sheet of all pertinent
information pertaining to CommWorld to be used for
all fax and mail presentations.
(c) Identify and maintain interested broker/investor
lists through, among other methods, phoning, faxing,
conference call, and individual presentation to
analysts, portfolio managers and investors.
(d) Update small/micro-cap interested media groups
concerning CommWorld, which will include all
pertinent news releases. TKO will also arrange for
any required conference calls (i.e. calls on
quarterly financial statements) in connection with
such activities.
(e) Manage and maintain shareholder/investor leads
developed through Internet and print marketing
programs.
3. EFFECTIVE DATE; TERM; RENEWAL
(a) Services to be performed under this Agreement shall
commence on June 15, 2000 and shall continue for six
(6) months, through December 15, 2000. After
reviewing and agreed upon by both parties this
Agreement may be extended for an additional six
months.
(b) This Agreement may be terminated for "cause" by
either party hereto at anytime upon prior written
notice effective as of the date of delivery of said
notice in accordance with Section 9 hereof. "Cause"
shall include, but shall not be limited to breach of
any representation or covenant in this Agreement.
4. COMPENSATION - OPTION AGREEMENT
1) Sell for $.001 per warrant, warrants for 20,000
shares which shall vest at an exercise price of $2.00
per share of CommWorld common stock (CWII), if and
when CWII trades at $2.00 for a period of five (5)
trading days, provided that such Options shall
terminate if not vested within six (6) months of the
date hereof.
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2) Sell for $.001 per warrant, warrants for 20,000
shares which shall vest at an exercise price of $3.50
per share of CWII, if and when CWII trades at $3.50
for a period of five (5) trading days, provided that
such Options shall terminate if not vested within six
(6) months of the date hereof.
3) Sell for $.001 per warrant, warrants for 20,000
shares which shall vest at an exercise price of $4.00
per share of CWII, if and when CWII trades at $4.00
for a period of five (5) trading days, provided that
such Options shall terminate if not vested within six
(6) months of the date hereof.
4) Sell for $.001 per warrant, warrants for 20,000
shares which shall vest at an exercise price of $4.50
per share of CWII, if and when CWII trades at $4.50
for a period of five (5) trading days, provided that
such Options shall terminate if not vested within six
(6) months of the date hereof.
After Options vest they are good for three (3) years
from the date of vesting.
5. REPRESENTATIONS AND WARRANTIES OF TKO TKO represents and
warrants to the CommWorld that:
(a) TKO will cooperate fully and timely with CommWorld;
(b) The performance by TKO of this Agreement will not
violate any applicable court decree, law or
regulation, nor will it violate any provision of the
organizational documents of CommWorld or any
contractual obligation by which CommWorld may be
bound;
(c) TKO is in compliance with all laws applicable to its
business activities and is not and has not been the
subject of any action or proceeding alleging a breach
or violation by TKO of the securities laws of any
jurisdiction; if TKO receives notice of any such
action or proceeding it will promptly notify
CommWorld thereof; and
(d) TKO will not knowingly misrepresent any information,
which it disseminates about CommWorld and will not
engage in any activities that may cause CommWorld to
be in violation of any applicable laws.
(e) TKO will in a diligent and timely manner initiate the
SEP, as previously described in Section 2.
6. OWNERSHIP OF MATERIALS All rights, title and interest in and
to materials to be produced by TKO in connection with the SEP
and other services to be rendered under this Agreement shall
be and remain the sole and exclusive property of CommWorld.
7. CONFIDENTIALITY TKO agrees, in accordance with section 9,
that any information provided to it by CommWorld, concerning
CommWorld, is of a confidential nature and will not be
revealed or disclosed by TKO to any person or entity, except
in the performance of its obligations under this Agreement.
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8. NOTICES All notices hereunder shall be in writing and
addressed to the party at the address herein set forth, or at
such other address as to which notice pursuant to this section
may be given, and shall be given by personal deliver, local
courier, certified mail, national overnight courier or
facsimile transmission to the members listed below. Notices
will be deemed received three (3) business days after
post-mark or courier delivery.
Notices shall be addressed as follows:
If to CommWorld:
Attn: David E. Welch, CFO
Communications World International, Inc.
7315 S. Revere Parkway, #602
Englewood, CO, USA 80112
Facsimile No. 303.649.9514
If to TKO:
Attn: Len Turano, President
TKO International, Inc.
5650 Greenwood Plaza Blvd., Suite 105
Greenwood Village, CO, USA 80111
Facsimile No. 303.850.7912
9. COMPLIANCE WITH LAW TKO shall render the services to be
provided by it in such manner as to be in compliance with
applicable securities laws, rules and regulations. In order to
ensure such compliance, any and all materials and information
to be published or disseminated (spoken or written) pursuant
to this Agreement must be first reviewed and approved by
CommWorld and its legal counsel, prior to publication and/or
dissemination in any jurisdiction.
10. INDEMNIFICATION
(a) Indemnification by TKO. TKO agrees to indemnify and
hold harmless CommWorld from and against any and all
claims, liabilities, actions, suits, proceedings,
assessments, judgments, losses, damages, costs and
expenses (including attorneys' fees and
disbursements, deemed reasonable) arising out of, in
connection with, or with respect to:
(i) Any inaccuracy of any of the representations
or warranties of TKO contained herein or
otherwise made in writing by TKO pursuant
hereto; and
(ii) Any breach of any warranty or any covenant
or agreement to be performed by TKO
hereunder,
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(b) Indemnification by CommWorld. CommWorld agrees to
indemnify and hold harmless TKO from and against any
and all claims, liabilities, actions, suits,
proceedings, assessments, judgments, losses, damages,
costs and expenses (including attorneys' fees and
disbursements deemed reasonable) arising out of, in
connection with, or with respect to:
(i) Any inaccuracy of any of the representations
or warranties of CommWorld contained herein
or otherwise made in writing by the pursuant
hereto; and
(ii) Any breach of any warranty or any covenant
or agreement to be performed by CommWorld
hereunder.
Herein to the contrary, CommWorld shall not be responsible for
any such claims, liabilities, actions, proceedings
assessments, judgments, losses, damages, costs and expenses
(including attorneys' fees deemed reasonable) arising out of
any materials and/or information provided by CommWorld
(c) Claims for Indemnification. Whenever any claim shall
arise for indemnification hereunder, the party
seeking indemnification (the "Indemnified Party")
shall notify the party or parties from whom
indemnification is sought (the "Indemnifying Party")
in writing within twenty (20) days after such
Indemnified Party has actual knowledge of the facts
constituting the basis for such claim (the "Notice of
Claim"). The Notice of Claim shall specify all facts
known to such Indemnified Party giving rise to such
indemnification claim and the amount or an estimate
of the amount of the liability arising therefrom.
(d) Right to Defend. If the facts giving rise to any such
indemnification shall involve any actual, threatened
or possible claim or demand by any person (other than
TKO) against any Indemnified Party, the Indemnifying
Party shall be entitled (without prejudice to the
right of such Indemnified Party) to participate at
its expense through counsel of its own choosing to
defend or prosecute such claim if the Indemnifying
Party gives written notice of his or its intention to
do so to the Indemnified Party within thirty (30)
days after receipt of the Notice of Claim.
(e) Settlement. The Indemnified Party shall make no
settlement of any claim which would give rise to
liability on the part of the Indemnifying Party under
the indemnity contained in Section 11 without the
written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld. If a firm
offer is made to settle a claim or litigation
defended by the Indemnified Party and the
Indemnifying Party refuses to accept or agree to
accept such offer within twenty (20) days after
receipt of written notice from the Indemnified Party
of the terms of such offer, then, in such event, the
Indemnified Party shall continue to contest or defend
such claim and, if such claim is within the scope of
the Indemnifying Party's indemnity contained in this
Section 11, shall be indemnified pursuant to the
terms hereof. If a firm offer is made to settle a
claim or litigation and the Indemnifying Party
notifies the Indemnified Party in writing that the
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Indemnifying Party desires to accept and agree to
such settlement, but the Indemnified Party elects not
to accept or agree to it, the Indemnified Party may
continue to contest or defend such claim or
litigation, in such event, the total maximum
liability of the Indemnifying Party to indemnify or
otherwise reimburse the Indemnified Party in
accordance with this Section 11 with respect to such
claim or litigation shall be limited to and shall not
exceed the amount of such settlement offer, plus
reasonable out-of-pocket costs and expenses
(including attorneys' fees and disbursements deemed
reasonable) to the date of notice that the
Indemnifying Party desires to accept such settlement.
(f) Survival. The indemnification obligations under this
Section 11 shall survive the termination of this
Agreement for a period of one (1) year.
11. GOVERNING LAW This Agreement shall be governed by and
interpreted under the internal laws of the State of Colorado.
12. CURRENCY References to dollars shall be deemed to be United
States Dollars unless otherwise specified.
13. SEPARABILITY If any one or more of the provisions of this
agreement shall be held invalid, illegal, or unenforceable in
any respect, such provision, to the extent invalid, illegal or
unenforceable, and provided that such provision is not
essential to the transaction provided for by this Agreement,
shall not affect any other provision hereof, and this
Agreement shall be construed as if such provision had never
been contained herein.
14. SUCCESSORS AND ASSIGNS This Agreement, and all the covenants,
terms and provisions contained herein, shall be binding upon
and insure to the benefit of the parties hereto and to their
respective successors and assigns, except that nothing herein
shall be deemed to authorize TKO to assign this Agreement
other than to an entity owned or controlled by the present
owners of TKO.
15. REGULATORY ACCEPTANCE This Agreement shall be subject to its
acceptance by such exchange(s) on which CWII is listed for
trading, to the extent required by the rules of such
exchange(s).
16. PRESUMPTION AGAINST DRAFTSMAN The parties acknowledge that
each party and its counsel have participated in the
negotiation and preparation of this Agreement.
This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the
party causing the Agreement to be drafted.
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17. HEADINGS The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
Accordingly, the parties hereto have caused this Agreement to
be executed and delivered on the date set forth opposite their
respective signatures.
COMMUNICATIONS WORLD INTERNATIONAL, INC.
7315 S. Revere Parkway #602
Englewood, CO. 80112
By: Date:
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David E. Welch, CFO
TKO INTERNATIONAL, INC.
5650 Greenwood Plaza Blvd. Suite 105
Greenwood Village, CO. 80111
By: Date:
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Len Turano, President
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