Bi-Weekly Oct 1 - Dec 31, 2010

EX-10.4 8 exh10-4.htm AGREEMENT WITH WATT INTERNATIONAL INC. exh10-4.htm

Exhibit 10.4

Diamond Technologies.

Interim Identity Development and Material Collateral Design Rollout.

We are excited about the opportunity to partner with Diamond Technologies to develop an interim

identity and collateral templates/materials as outlined within the below scope of work. This

proposal will cover the necessary scope of work to present a credible brand in the marketplace

acting as a temporary brand identity solution until the final identity for Diamond Technologies

is developed.

Scope of Work

Steering Committee Meetings

Bi-weekly meetings will take place to provide project status updates, review initiatives and

discuss proposed strategies to ensure they are in line with the Diamond Technologies business

plan and objectives. This meeting also provides an opportunity for Diamond Technologies to

update the team on new business partnerships, product news and other project information.

The project kick-off meeting will take place October 1. Bi-weekly meetings will then resume until

the end of December 2010.

Timing: Bi-Weekly meetings to occur within October 1 - December 31, 2010

Fees: $ 22,500 (based on a $ 7500 monthly rate)

Deliverable: Meeting minutes issued 1-2 days after each meeting.

Interim Identity Development

Watt will work with Diamond Technologies and MCI to develop an interim brand identity including

a logo/wordmark and supporting collateral materials. This interim identity is intended to fulfill

immediate communication requirements in parallel with the permanent Corporate Identity

exercise due for completion in January.

A. Interim Name Development and Logo Development

Watt will facilitate an interim name discussion meeting with Diamond Technologies and MCI to

discuss name options and reach a consensus on an interim brand name. As part of this

discussion we begin to investigate the "house of brands" or "branded house" approach.

Working with the interim name Watt will develop a temporary logo or wordmark. One round of

refinements is included. If additional rounds of refinements are required, a cost will be provided.

Timing: 2 weeks

Fees: $ 14,500

Deliverable: Working name defined and interim logo / wordmark identity developed.

2	Watt International Inc.

Please note: the above costs do not include photography and / or illustration. If required, a cost

will be provided under a separate cover.

If required, Watt can conduct a preliminary (name) trademark search. However, Diamond

Technologies will be required to check the final name selected for any trademark conflicts.

B. Communication I Collateral Material Rollout - Design and Production Art

Watt will develop communication and collateral templates/materials for the following items based

on the new interim identity developed (one round of refinements included):

a. Business Cards (up to three business cards)

b. PowerPoint presentation template (one cover page and up to three body pages)

c. Microsoft Word letterhead template

d. Sales folder (single fold)

Production Art

This also includes the production art for up to three business cards, Microsoft letterhead template

and 1 sales folder as per printer specifications provided. One round of refinements included.

Timing: 2 weeks

Fees: $ 20,000

Deliverable: Working name defined and logo / wordmark identity developed. Production artwork

files for items listed above.

Presentation Reformatting

Watt will reformat existing Rophe corporate and product documents for both presentations and

"leave-behinds". Reformatting utilizes existing content or copy decks provided by Diamond and

the quote is based on three (3) documents with an average presentation size of thirty (30) to fifty

(50) slides.

Timing: 4-5 business days per presentation weeks

Fees: $ 3,500/presentation

Deliverable: Reformatted presentations in PowerPoint or program designated by Diamond.

3 Watt International Inc.

3	Watt International Inc.

Timing & Fees Summary:

Listed below is a summary of the timing and fees we have outlined for the in-scope activates.

Proposed Services	Estimated Timing	Estimated Fees (CAN$)
Steering Committee Meetings	Bi-Weekly Oct 1 - Dec 31, 2010	$ 22,500
Interim Name Development and Logo Development	2 weeks	$ 14,500
Communication / Collateral Material Rollout	2 weeks	$ 20,000
Presentation Reformatting (3 presentations)	4-5 business days/ Presentation	$10,500
SUB-TOTAL		$ 67,500*

* Out-of-Pocket Expenses:

These fees exclude all travel costs (airfare. hotels, incidentals), which will be pre-approved by

Diamond Technologies and billed through at cost.

Costs associated with photography I illustration are also outside the fees quoted and will be

provided to you once the photography I illustration scope of work has been determined.

An agency contingency fee of 10% is required.

ADDITIONAL FEES:

Material changes to the project scope, design refinements or approved work, and any additional

services not outlined in this assignment will be subject to approval from Diamond Technologies

before the changes are initiated. Such additional fees will be quoted and billed separately.

Delays, beyond the normal time allocated for reviews and approvals, will cause our fees to

increase. We will notify you as this situation arises. and provide you with a statement of impact.

4	Watt International Inc.

INVOICING AND PROJECT SPECIFIC CONDITIONS:

All fees are quoted in CAN dollars. Applicable taxes are in addition to the fees quoted and are

payable by Diamond Technologies.

The billing schedule is as follows:

·	50% of the estimated fees are due at project commencement;

·	remaining fees, reconciled against deliverables, will due on January 22, 2011.

Please note that payment is required on January 22, 2011. Diamond and Watt will identify an

appropriate final billing date to facilitate this.

The preferred method of payment is by bank wire transfer. Bank wire details for Watt are:

WATT INTERNATIONAL INC - TORONTO
BANK	ROYAL BANK OF CANADA
	200 BAY STREET
	TORONTO, ONTARIO
	M5J 2J5 CANADA

SWIFT CODE	ROYCCAT2

TRANSIT #	00002

ACCOUNT #	1320456 (CAD)

BANK #	003

OUR WORKING RELATIONSHIP

Confidentiality

Watt will keep strictly confidential all information (the "Confidential Information") regarding the

business or activities of Diamond Technologies that Watt may acquire, see, or be informed of as

a direct or indirect consequence of negotiating, entering into, or carrying out the terms of this

Agreement or any other transaction with Diamond Technologies. Without limiting the generality

of the foregoing, Confidential Information shall include the fact and terms of this Agreement, all

technical, financial or business information regarding Diamond Technologies business

operations, the names of Diamond Technologies customers and suppliers, designs, drawings and

specifications in connection with Diamond Technologies business, and any other trade secret or

confidential or proprietary information in the possession or control of Diamond Technologies.

Watt acknowledges that a/l Confidential Information is the sole and exclusive property of

Diamond Technologies. Watt covenants, agrees and undertakes not to make any use or

disclosure of any Confidential Information to any person either during or after termination (or

expiration) of this Agreement, except as may be specifically authorized by Diamond Technologies

5	Watt International Inc.

in writing prior to such use or disclosure. Upon the termination of the term of this Agreement, or

at Diamond Technologies written request, Watt shall return to Diamond Technologies or destroy

all Confidential Information as Diamond Technologies may determine, disclosed by Diamond

Technologies to Watt pursuant hereto and continue to treat as confidential and preserve the

confidentiality of all Confidential Information received from Diamond Technologies. This section

will survive the termination of this Agreement.

Watt agrees not to include or make reference (either expressly or implicitly) to Diamond

Technologies or the fact or terms of this Agreement in any advertisements, sales presentations,

press releases or otherwise without Diamond Technologies prior written consent, which may be

withheld arbitrarily. This section will survive the termination of this Agreement.

Understanding Our Services

Should current and future projects include any design concept work, this can be subjective, and

work of this nature may not result in a product that is in whole utilized by Diamond Technologies.

Having expended time, energy, and creative/marketing expertise, Watt needs to be compensated

for their work, regardless of Diamond Technologies use of it.

Watt is fairly flexible when it comes to minor changes in the scope of work required to complete

the project. If there are changes to the scope that materially affect the time it will take to finish,

Watt will notify Diamond Technologies of the financial impact as soon as possible.

Use of Documents

Watt makes commercially reasonable efforts to ensure that all work created does not violate the

intellectual property rights of other persons. However, the ultimate responsibility to ensure that

no intellectual property rights have been violated rests with Diamond Technologies.

Who Owns the Work

Once Watt has received payment for invoices relating to the work, Diamond Technologies will be

entitled to utilize the final work product created by Watt for its intended purpose, within the agreed

geographic boundaries. Watt will take necessary steps to transfer all work including property and

moral rights.

Attention to Detail

As a professional agency, Watt prides itself on attention to detail. That being said, it is Diamond

Technologies responsibility to verify the accuracy of final artwork. In the unlikely event that errors

are missed, Watt is only responsible for replacing final artwork.

6	Watt International Inc.

Materials

Watt will store all electronic artwork produced by Watt for a maximum period of two (2) years

following the completion of the project. Fees for retrieval of electronic artwork at anytime

following the completion of services will be billed on a per hour basis.

Termination

In the unlikely event that Diamond Technologies wants to stop working with Watt at any time

during the project, Watt needs to be compensated for services performed and expenditures made

up to the time of termination.

Accepted &Agreed as of October 20, 2010.

DIAMOND TECHNOLOGIES		WATT INTERNATIONAL INC.



VINCE LEITAO		RANDY REDFORD
SIGNATURE		SIGNATURE


VINCE LEITAO		RANDY REDFORD
NAME OF AUTHORIZED PERSON		RANDY REDFORD
(PRINT)


PRESIDENT
TITLE		EVP CREATIVE AND CLIENT SERVICES

Oct 20/ 2010		Oct 20/ 2010
DATE		DATE

		300 BAYVIEW AVENUE
		TORONTO, ON
		M5A 3R7

7	Watt International Inc.