Marketing Agreement - UTEK Corp. and Schneider Securities Inc.
January 10, 2001
Thomas J. O'Rourke
Schneider Securities, Inc.
1120 Lincoln Street, Suite 900
Denver, Colorado 80203
Dear T.J.,
UTEK Corporation would like to engage Schneider Securities, Inc., specifically,
Keith Koch and Sherry Andersen of Schneider Securities as independent marketing
representatives. Their duties would be to introduce UTEK to CEO's of public
technology companies for the purpose of having UTEK be engaged by these
companies to find, acquire and transfer technology licenses to them.
We would like Keith and Sherry to provide these services on a time available
basis, where you decide how much effort and time they will spend providing
introduction to prospective customers for UTEK. They are free to provide these
services at a location of their choice.
Any introductions that come as a result of attending the recent RIBA conference
are considered to be an introduction by Keith and Sherry and compensation will
be paid as if the introduction was made directly, unless otherwise agreed upon
in writing by Schneider Securities, Inc.
Upon the consummation of a technology transfer that results from their
introduction, UTEK will provide Schneider Securities with a 10% commission based
on all consideration received by us for the transaction. This commission will be
paid in like kind i.e., if we receive stock we will provide 10% of the stock we
receive as a commission. This success fee will be provided within 30 days of the
closing of the transaction.
If UTEK introduces a company to Schneider Securities and Schneider Securities is
engaged by that company to perform investment banking and/or related services,
UTEK will receive a success fee of 10% on all stock-based compensation received
by Schneider Securities. UTEK will also receive 10% on investment banking fees
not to include any brokerage commissions and/or non-accountable expenses
received by Schneider Securities.
UTEK and Schneider Securities agree that each of us shall indemnify and hold
harmless the other with respect to any claims, damages, actions or proceedings,
including expenses related thereto (including reasonable attorney's fees and
expert witness fees) that arise out of, or are related, directly or indirectly,
to our introduction of companies to Schneider Securities or your introduction of
companies to us. Each of us agrees that an introduction to the other party does
not imply any endorsement or sponsorship, nor shall such introduction imply that
either of us has conducted due diligence with respect to the Company being
introduced. Any due diligence that either of us has conducted is solely for our
own benefit and, therefore, any due diligence that we or Schneider Securities
conduct either prior to or following an introduction shall remain solely the
property of the party conducting such due diligence. The mutual indemnification
agreement is intended to recognize, among other things, that each of us is
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responsible for conducting our own due diligence and neither of us is endorsing
or sponsoring a company by introducing a company to the other party.
SSI represents and warrants that:
(a) it is a securities broker-dealer duly licensed and registered
pursuant to federal and state securities laws rules and
regulations;
(b) it has the authority and ability to provide the services
contemplated in this Agreement; and
(c) it is a member in good standing with the NASD and is in good
standing with all states within which it is registered to
conduct securities business.
If any provision of this Agreement conflicts with any law, rule or regulation of
any federal, state or self-regulatory organization, including the Securities and
Exchange Commission, the blue-sky laws of any state, the National Association of
Securities Dealers, Inc., or any other governmental authority having
jurisdiction over the activities or services described herein, then in that
event, the Company and SSI shall amend this Agreement to bring any affected
provision into compliance with such regulations.
The laws of the State of Colorado will govern the validity, interpretation and
construction of this Agreement. Any dispute arising between Schneider and UTEK
Corporation with respect to this Agreement shall be submitted to binding
arbitration in Denver, Colorado, in conformity with the Code of Arbitration
Procedure of the NASD.
The term of this Agreement is 12 months from the date the Agreement is executed.
Either party may cancel this Agreement by providing 30 days written notice to
the other party.
Sincerely,
/s/ Clifford Gross
Clifford M. Gross, Ph.D.
Chief Executive Officer
Agreed to:
/s/ Thomas O'Rourke 1/17/2001
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Thomas J. O'Rourke Date
President
Schneider Securities, Inc.
Agreement between UTEK Corporation & Schneider Securities............Page 2 of 2