Presentation Agreement: Definition, Terms, Example

Version 02-11-2011

ACCREDITED MEMBERS, INC.

PLATINUM PROFILE AND PRESENTATION AGREEMENT

This Platinum Profile and Presentation Agreement is entered into between Athena Silver Corporation ("Customer") located at 1507 Pine Street, Boulder, CO 80302 and Accredited Members, Inc. (“AMI”).  This Agreement, along with the Accredited Members, Inc. Terms and Conditions (the “Terms and Conditions”) governs the terms and conditions upon which AMI may post a profile on Customer’s behalf on AMI’s community website (the “Site”).  

A.

WHEREAS, AMI has designed and built a comprehensive online marketplace and social network that provides financial research services and provides accredited and affluent investors looking for investment opportunities a place to search, and that also provide members a means to present appropriate information regarding their business.

B.

WHEREAS, Customer desires to have a corporate profile posted on the Site through which it will provide AMI members information regarding the Customer and its business plans and operations (the “Profile”).  Further, Customer desires to participate in the AMI Investment Conference scheduled for September 19-20, 2011, in New Orleans, LA and December 5-6, 2011, in Tucson, AZ.  Subject to the terms and conditions of this Agreement, AMI desires to post the Customer Profile, and to permit Customer to attend its next two AMI Investment Conferences scheduled above.  Customer will be provided a Conference/Exhibitors Table in New Orleans and one complimentary Conference/Exhibitors Table in Tucson, and receive one 30 minute Presentation Slot/Session at the AMI Investment Conference in Tucson scheduled above.

NOW THEREFORE, in consideration of the mutual agreements, promises and undertakings set forth in this Agreement, and intending to be legally bound by this Agreement with the signed contract date by the “Customer” representing the start date of the contract, the parties hereto agree as set forth herein:

1.

Purchase; General Profile Terms and Conditions.

a.

Customer hereby agrees to purchase a Platinum Profile and Presentation (as further described in Section 2 below).  Customer and AMI shall reasonably agree on the content and general layout of the site Profile, however, Customer agrees and acknowledges that inclusion of the content of the Profile is subject to the sole discretion of AMI.  AMI shall post Profile on AMI’s Site after mutual review and approval.

b.

Once AMI and the Customer finalize the Profile, AMI will use reasonable efforts to ensure that the Profile is posted on the Site on the first day of the first calendar month following this signed agreement.  The Profile shall remain on the Site for 180 days from the day first posted, provided the materials have been submitted by Customer in a timely fashion and in the requested format.  If Customer delays submitting Profile information beyond 60 days from the date of signing this contract, AMI shall have no further obligation to post Profile on the Site.   If AMI delays posting Profile on the site, AMI commits to providing Profile for 180 days from the day of posting.  Thereafter, the Profile will not be available through the Site and will not be maintained on the Site.  

c.

Once posted on the Site, the Profile may only be changed or modified if approved by AMI.  Requests for changes and updates may be submitted to the AMI corporate office.

d.

Customer agrees and acknowledges that access to the Profile on the Site may be temporarily unavailable or limited because of capacity limitations or technical restrictions and may be temporarily interrupted or curtailed due to equipment modifications, upgrades, repairs, and similar activities necessary for the proper operation of the Site.

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2.

Platinum Profile.

a.

In addition to the standard services provided to all Profile customers a Platinum Profile customer shall be entitled to: utilize and otherwise present materials on the Profile and to access and utilize an interactive data-base accessible through the Site that contains background and contact related information regarding persons or groups that may be interested in Customer’s business and/or developing a business relationship with the Customer (the “Data-Base”).  

b.

To assist Platinum Profile customers build a foundation and network of persons interested in their business, during the 180 day term, with respect to the Data-Base Customer agrees and acknowledges that the Customer will have access to AMI’s self-search Data-Base as it will be used to assist Customer to build a foundation and network of persons interested in its business.  The results of the search will be limited to names and contract information of persons within the Data-Base. With respect to the Data-Base, under no circumstances will AMI: (i) arrange a meeting between the parties; (ii) provide, or in anyway, investigate the backgrounds, financial resources, or otherwise perform any type of independent analysis or investigation, of the third parties; (iii) discuss, or in any way negotiate, potential deal or business terms between the parties; (iv) make any recommendations to either Customer or third parties regarding any potential terms of the business relationship that may develop; or (v) keep, transfer or in any way handle funds on behalf of either party.    

c.

Customer will have a Conference/Exhibitors Table in New Orleans and one complimentary Conference/Exhibitors Table in Tucson, and receive one 30 minute Presentation Slot/Session at the AMI Investment Conference in Tucson as specified in Section B above.

d.

Customer will have a full page profile in the Lift-Out section of the AMI Winter magazine.  This publication is scheduled to be distributed in November 2011 preceding the AMI Winter conference in Tucson, AZ on December 5-6, 2011.  

e.

In addition to all of the services listed above, AMI will provide Customer a complimentary 15-minute interview/presentation slot on Radio Colorado Network’s Business for Breakfast show, airing during morning drive-time in the Colorado Springs and Denver metro areas.

3.

Profile Fee.

a.

The fee for the above services is $20,000 which must be submitted to AMI along with this Agreement.  The fee is to be paid in $10,000 cash and one stock certificate equal to $10,000 of Athena Silver Corporation’s common stock.  The Agreement, fee and stock certificate must be signed and submitted by September 1, 2011.

b.

Customer agrees and acknowledges that the Profile and Presentation fee is NON-REFUNDABLE. The Customer’s failure to abide by this Agreement or the Terms and Conditions may result in immediate termination of the Profile, and the entire profile fee will be forfeited.  

c.

In the event of early termination by either party, regardless of cause, the entire contracted amount will become payable (as described in section 3.a. above), if not already paid in full.  No matter the cause of or reason for the termination, no part of the Profile fee will be refundable.

d.

In the event Customer is unable to attend the conference (referenced in Section B above) AMI will do all that is possible to assist in finding an alternative speaker and table representative.  In no event will the Presentation Slot or Conference/Exhibitors Table be assignable to a future conference or refunded.

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4.

Conference.

                        a.       Customer acknowledges hotel charges and other conference expenses are Customer’s responsibility.  Conference charges may include but are not limited to hotel rooms, meals, transport to/from hotel, flights, incidentals, A/V, electricity, box handling, etc.

                       b.       Conference attendees will have access to AMI’s negotiated hotel room group rates at the conference location.  

            c.           Customer understands to provide submissions for AMI’s conference literature in the requested format and timeframe, otherwise AMI cannot guarantee inclusion in the conference literature.

                        d.        AMI reserves the right to record any and all conference presentations, general activities around the conferences including the exhibition areas and social events, and to use this material without recourse or further permissions in promotional activities including but not limited to online and print media.

e.

AMI will provide a postal mailing list to Customer of all conference attendees within one week of the conference finish.

5.

Content of Profile

a.

Customer agrees and acknowledges that the Profile and any and all comments or updates posted on the Site by Customer or any of its representatives are subject to the Terms and Conditions.  

b.

Customer agrees and acknowledges that its site Profile (or any other materials it posts on the Site) shall not include any materials that offer securities for sale, barter or exchange.

c.

Customer acknowledges that the Site is a membership only online marketplace and network whereby AMI members can review and comment on certain issues and materials, including the Profile.  Customer agrees and acknowledges that unless a third party comment violates the Terms and Conditions such comments will not be edited or removed from the Site by AMI.  

d.

Subject to the Terms and Conditions, Customer agrees and acknowledges that in no way is AMI responsible for information, commentary or any other form of content posted on the Site by a third party.  Subject to the terms of this Agreement, AMI expressly disclaims any and all responsibility or liability for information posted by third parties on the Site.  

6.

Not a Broker/Dealer

AMI is not a financial intermediary, finder, placement agent, broker/dealer, investment advisor, or exchange and does not provide any services as such.

7.

Customer Warranties.  

a.

Customer warrants that with respect to any materials it provides to AMI to be used as part of the Profile, Customer has authorization for the unrestricted use of such materials in connection with the publishing, advertising, promotion, and exploitation on the Site.  Customer further warrants that all materials and content provided by Customer to be used in or as part of the Profile do not and shall not infringe upon any third party copyright, patent, trade secret or other proprietary right.  The use by AMI of any and all Customer materials in accordance with this Agreement shall not violate the rights of any third party and will not give rise to any claim of such violation.

b.

Customer warrants that it has full authority to enter into this Agreement.  

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c.

Customer warrants that its Profile, and use of the Site in any manner, shall comply with all applicable federal, state, and local laws.  

8.

Limits on Liability.  

a.

AMI SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR ANY OTHER FORM OF MONEY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF INFORMATION OF ANY KIND, HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY AMI OF THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF AMI, STRICT LIABILITY IN TORT OR OTHERWISE, AND WHETHER OR NOT AMI HAS BEEN MADE AWARE OF THE POSSIBILITIES OF SUCH DAMAGES.  PROVIDED, HOWEVER, IF CUSTOMER’S DAMAGES ARE PRIMARILY CAUSED BY AMI’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW, THE LIMITS OF LIABILITY SET FORTH IN THIS SECTION 4 SHALL NOT APPLY.

b.

AMI shall not be liable for interruptions caused by failure of equipment or services not provided by AMI, failure of communications, power outages, or other interruption not within the reasonable control of AMI.  

c.

AMI shall not be liable for items that may be lost, stolen, misplaced, etc. at the conference booth/exhibitors table during the time of the quarterly conferences.

9.

Disclaimer of Warranties.

Customer agrees that the Site and the services provided by AMI to the Customer under this Agreement are “AS IS”, “WITH ALL FAULTS” and “AS AVAILABLE.”  AMI makes no express or implied warranty about the services it provides Customer.  To the extent permitted by law we disclaim implied warranties that the services provided under this Agreement are merchantable, of satisfactory quality, or fit for a particular purpose.  AMI does not guarantee that the services provided to Customer under this Agreement will produce any particular result for the Customer, will be effective, reliable or, meet the Customer’s needs.  

10.

Indemnification.  

a.

CUSTOMER SHALL INDEMNIFY AND HOLD AMI, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITIES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (a) ANY VIOLATION OF LAW, RULE OR REGULATION BY CUSTOMER, (b) CUSTOMER’S INFRINGEMENT OF ANY THIRD PARTY’S RIGHTS, OR (c) ANY OTHER BREACH OF THIS AGREEMENT BY CUSTOMER.

b.

AMI SHALL INDEMNIFY AND HOLD CUSTOMER, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITIES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO ITS DUTIE S AND OBLIGA TI IT ONS UNDER THIS AGREEMENT THAT ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENT ACT OR OMISSION OF AMI.

11.

Confidentiality.

Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, products, and other information held in confidence by the other party (“Confidential Information”).  Confidential Information

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will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential.  Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information that are at least as stringent as it takes to protect its own Confidential Information.  

Information will not be deemed Confidential Information hereunder if such information:  (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.  The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

12.

Force Majeure.  Neither party shall be liable for any failure to perform hereunder where such failure is due to circumstances beyond its reasonable control including, without limitation, circumstances created by any act of God, epidemic, acts of civil, military or governmental authorities, war, sabotage, strike, lockout or other labor disturbance or dispute, riot, flood, fire, earthquake, unavailability or shortages of parts, supplies, materials, fuel, energy, materials or manufacturing or transportation facilities.

13.

Assignment.  This Agreement is personal to the parties and may not be assigned by Customer, in whole or in part, without the prior written consent of AMI.

14.

Governing Law.  This Agreement and any amendments thereto shall be governed by and construed in accordance with the laws of the State of Colorado, with venue to be in any court of competent jurisdiction in the County of Arapahoe, Colorado.

15.

Counterparts.  This Agreement may be executed in multiple counterparts, all of which taken together shall constitute one and the same document.

16.

Severability.

 Invalidation of any of the provisions of this Agreement or of any paragraph, sentence, clause, phrase or work herein, or the application thereof in any given circumstance, shall not affect the validity of any other provision of this Agreement.  

17.

Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements heretofore in force between the parties hereto. This Agreement or any part hereof may not be modified, waived, or changed except in writing signed by both AMI and the Customer.

18.

Attorney Fees.  In the event that it becomes necessary for either party to bring a legal action to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to collect from the other party, in addition to any other remedy that may be awarded by the court, the amount of the prevailing party's costs and reasonable attorney fees in such an action.

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19.

Survival.  Sections 7, 8, and 9 and such other sections as the context reasonably requires shall survive the expiration or termination of this Agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the day and year set forth below.

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