This agreement is made between Barrington Roy Schiller of the Barrington group
which specialises in providing an individual tailor-made service to partner with
and give big corporate solutions to emerging companies while offering a full
Investor relations and management service and
........... ............ ........... ........... .......... ............. ............ ..................................
hereafter referred to as The client.
The client wishes to retain the services of Mr Schiller as his lawyer based
in England for the purpose of taking advantage of those services below.
During the course of this agreement Mr
Schiller will :-
1)make himself available to generally advise the Client on a retainer basis.
2)Provide regular reports of negotiations in progress.
Continuingly update the Executive summary and Business plan to reflect market
4) Advertise the opportunity on the Barrington Group website
Include the opportunity in any Barrington group PR press releases and editorial
Provide summaries of relevant conferences attended by our personnel from
which fuller details will be supplied upon request.
7) Analysis any competitorís media and if necessary respond and amending our
8) Include the opportunity in mailings
to Barrington group members and various publications
Furthermore Mr Schiller will provide services are defined
Group A: Preparation
Group B: Client liaison
Group C: Post funding Services
Mr Schiller will undertake everything necessary to
obtain funding and find an investor including , but not limited to:-
1.rewrite the Executive Summary and business plan to reflect :-
1.1 ) the new strong management team presenting it.
1.2 ) a clearly defined WIN WIN! exit strategy which
shows a good ROI for the
1.3) the company's Significant growth
Ability to create value and ability to generate cash
Before rewriting the plan
Mr Schiller will do an
Initial Project Review and further appraisal of the market potential
of the plan in regard to other offers on the market and the viability of the
proposed figures and figures as supplied by the Client
If needed Mr Schiller
1) create a
Submission Document for Investors and/or their Professional advisors
Create original texts
authorized sales agent prospectus,
Draft legal agreements, Non disclosure agreement guidelines
for:- critical launch list, Milestones, recruitment advertising programme,
recruitment aid and general guidance regarding implementation of the sales
and marketing programme as well as
managing the Editorial of the
3) If required prepare an initial
corporate identity draft scheme (trade name, logo, colour
schemes etc) and the origination of the Sales promotion programme including
advertising, copy layout and schedules. PR guidelines, etc.
4) prepare drafts for all corporate policies
Group B: Client liaison
On completion of
the necessary documentation Mr Schiller will:-
1) proceed to do
everything necessary to work towards raising the funds for the new business
1.1) deal online with any enquiries for the
business to prevent the Client having to deal with time wasters and those who
would engage him for more malevolent purposes.
negotiate with investors to get
the best deal
1.3) arrange interviews with funders where
For any meetings attended at
your request an Individual report per contact meeting will be supplied. and
meetings can be held in any location in the world and where appropriate with
the Investorís Solicitor, accountant, banker, etc.
Group C: Post funding Services
After an investor has been found
the Client can continue to
call upon Mr Schiller for ongoing help, guidance and advice on a regular
basis whereby he will upon request:-
1) Investigate possible grants,
2) organise In-house seminars for any sales
agents/distributors/ further investors who wish to expand their executives'
knowledge of the product for the benefit of any staff who are preparing to
work with it.
3) make an appraisal of how the current
business, wishing to explore or proceed with the existing product overseas
would suit a new country by identifying problems and benefits created by
cultural differences, population spread, etc.
4) Prepare a breakdown of setting up costs,
cash flow forecasts, projected return on investment, etc., in conjunction the
Client's accountant or finance department.
5) advise on suitable solicitor.
6) Arrange for the translation of any
necessary documents into the language of the target country,
7) Arrange to advertise for and interview
potential international Licence holders in any countries where the product is
operated under licence,
8) accept a 'watching brief' over any Master
agents or licensees to develop the company
9) Prepare financial qualification status
10) Set minimum sales levels Arrangements
once the system is established.
11) manage the ventureís online presence
13) arrange for the preparation and distribution
for any sales agentís/distributors monthly newsletters
14) organise any sales agent group or other
meetings with clients
While undertaking the
assignment the Client will assist Mr Schiller in information gathering in
regard to the production of all documentation and will make himself available
where necessary to meet with investors and funders to provide technical
knowledge of the business. The Client furthermore guarantees not to undertake
any actions which will attempt to circumvent this agreement or prevent Mr
Schiller from receiving the sums as agreed in section "Fees" upon completion
of the agreement.
Mr Schiller will solicit funding globally
which is usually possible without leaving the office with the aid of modern
technology for which the Client will not be charged. Should however travel
and time to attend meetings be necessary expenses will apply but will only be
undertaken after being agreed in advance in writing authorised by the Client. Any expenses authorised by the Client will be charged at cost.. Final
approval for any expenses and 3rd party executive time rests with the Client.
The fees for
undertaking this assignment are £150,000 ( $225,000). At the time of
commencement of the agreement we will issue an open invoice for this amount to
enable it to be included in the balance sheet as "skin in the game" and which
is to be entered into the company's accounts as a liability owing to Mr
Schiller . This amount will then be added to the amount being raised as
professional fees and will not become payable until this agreement is
terminated by the Client or investment funds have been applied to the company
bank account which occurs first.
The only cost to the Client during the term
of this agreement is the monthly retainer payment to Mr Schiller of
£1000 (currently $1,600) per calendar month.
Term of agreement
Mr Schiller will immediately start working
to raise funds for the business as proposed in the Client's business plan as
already submitted and continue until such funding is completed providing the
agreement is still in force enabling the Client to proceed with the research
and development of the operating systems and business confident in the
knowledge that all aspects of the company's Investor relations are being
handled professionally and efficiently . The start date of the agreement is
the first date of the receipt of the monthly retainer. The agreement is
considered to be terminated by the Client at any time that a monthly payment
is 30 days in arrears without written approval of such by Mr Schiller.
signed: Barrington Roy Schiller CEO,
The Barrington Group