Public Relations and Communications Services Agreement between Designated Marketing, LLC and DNAPrint Genomics, Inc.

Summary

Designated Marketing, LLC and DNAPrint Genomics, Inc. entered into a six-month agreement effective August 29, 2006, under which Designated Marketing will provide public relations and communications services to DNAPrint Genomics. In return, DNAPrint Genomics will pay Designated Marketing a total of 12,500,000 shares of its stock, issued in two installments. The agreement includes confidentiality provisions, indemnification for information provided by DNAPrint Genomics, and specifies that Designated Marketing acts as an independent contractor. Either party must consent in writing to any assignment or modification of the agreement.

EX-10.49 2 ex1049.txt EXHIBIT 10.49 Exhibit 10.49 AGREEMENT is to be effective as of the 29th day of August, 2006 by and between Designated Marketing, LLC, maintaining its principal offices at 9741 Preston Road, Suite 208, Frisco, TX 75034 (hereinafter referred to as "Designated Marketing") and DNAPrint Genomics, Inc., with offices at 900 Cocoanut Avenue Sarasota FL 34236 (hereinafter referred to as "Client"). W I T N E S E T H: WHEREAS, Designated Marketing is engaged in the business of providing and rendering public relations and communications services and has knowledge, expertise and personnel to render the requisite services to Client; and WHEREAS, Client is desirous of retaining Designated Marketing for the purpose of obtaining public relations and corporate communications services so as to better, more fully and more effectively deal and communicate with its shareholders and the investment banking community. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, it is agreed as follows: ENGAGEMENT OF DESIGNATED MARKETING. Client herewith engages Designated - -------------------------------------- Marketing, and Designated Marketing agrees to render to Client public relations, communications, advisory and consulting services. A. The consulting services to be provided by Designated Marketing shall include, but are not limited to, the development, implementation and maintenance of an ongoing program to increase the investment community's awareness of Client's activities and to stimulate the investment community's interest in Client. Client acknowledges that Designated Marketing's ability to relate information regarding Client's activities is directly related to the information provided by Client to Designated Marketing. Designated Marketing shall provide such services in compliance with all applicable laws and regulations. B. Client acknowledges that Designated Marketing will devote such time as is reasonably necessary to perform the services for Client, having due regard for Designated Marketing's commitments and obligations to other business for which it performs consulting services. TERM AND TERMINATION. This Agreement shall be for a period of six (6) months - ---------------------- commencing on the effective date hereof. TREATMENT OF CONFIDENTIAL INFORMATION. Company shall not disclose, without the - -------------------------------------- consent of Client, any financial and business information concerning the business, affairs, plans and programs of Client which are delivered by Client to Designated Marketing in connection with Designated Marketing's services hereunder, provided such information is plainly and prominently marked in writing by Client as being confidential (the "Confidential Information"). Designated Marketing will not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) Designated Marketing is required to disclose the Confidential Information pursuant to a subpoena or other judicial order. REPRESENTATION BY DESIGNATED MARKETING OF OTHER CLIENTS. Client acknowledges - ---------------------------------------------------------- and consents to Designated Marketing rendering public relations, consulting and/or communications services to other clients of Designated Marketing engaged in the same or similar business as that of Client. INDEMNIFICATION BY CLIENT AS TO INFORMATION PROVIDED TO DESIGNATED MARKETING. - ------------------------------------------------------------------------------- Client acknowledges that Designated Marketing, in the performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by Client's officers, directors, agents and/or employees. Client agrees to indemnify, hold harmless and defend Designated Marketing, its officers, agents and/or employees from any proceeding or suit which arises out of or is due to the inaccuracy or incompleteness of any material or information supplied by Client to Designated Marketing. INDEPENDENT CONTRACTOR. It is expressly agreed that Designated Marketing is - ----------------------- acting as an independent contractor in performing its services hereunder. Client shall carry no workers compensation insurance or any health or accident insurance on Designated Marketing or consultant's employees. Client shall not pay any contributions to social security, unemployment insurance, Federal or state withholding taxes nor provide any other contributions or benefits that might be customary in an employer-employee relationship. NON-ASSIGNMENT. This Agreement shall not be assigned by either party without - -------------- the written consent of the other party. COMPENSATION. SEE SCHEDULE A1 - ------------ NOTICES. Any notice to be given by either party to the other hereunder shall be - -------- sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to such party at the address specified on the first page of this Agreement or such other address as either party may have given to the other in writing. MODIFICATION AND WAIVER. This Agreement may not be altered or modified except - ------------------------- by writing signed by each of the respective parties hereof. No breach or violation of this Agreement shall be waived except in writing executed by the party granting such waiver. ENTIRE AGREEMENT This writing constitutes the entire Agreement between the - ----------------- parties. This Agreement can only be modified by a written contract signed by both parties. In the event that any party brings suit to enforce any part of this Agreement, the prevailing party shall recover attorney fees and legal costs. This Agreement shall be interpreted according to the laws of the state of Texas. By signing below all parties agree they have the authority to bind their respective companies. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. DESIGNATED MARKETING, LLC By: /s/Donson Brooks Date: 8/29/06 ----------------- Donson Brooks, Managing Director By: /s/Christopher Roundtree Date: 8/29/06 ------------------------- Christopher Roundtree, Managing Director DNAPRINT GENOMICS, INC. By: /s/Richard Gabriel Date: 8/29/06 ------------------- Richard Gabriel, CEO SCHEDULE A-1 ------------ PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES For the services to be rendered and performed by Designated Marketing during the term of the Agreement, Client shall, upon acceptance of this Agreement: Pay to Designated Marketing six million two hundred fifty thousand (6,250,000) shares of DNAG stock due upon acceptance of this agreement, and six million two hundred fifty thousand (6,250,000) shares of DNAG stock at the end of the third month, for six months of service. Such shares will be registered by Client for resale by including such shares in a registration statement on Form SB-2. DESIGNATED MARKETING, LLC By: /s/Donson Brooks Date: 8/29/06 ----------------- Donson Brooks, Managing Director By: /s/Christopher Roundtree Date: 8/29/06 ------------------------- Christopher Roundtree, Managing Director DNAPRINT GENOMICS, INC. By: /s/Richard Gabriel Date: 8/29/06 ------------------- Richard Gabriel, CEO