E-Bait Inc.
E Commerce Web Site
Agreement
THIS AGREEMENT made and entered into on this 15th day of July, 2000, by E-Bait,
Inc. having offices at 0000 Xxxxxxx Xxxxx, #0, Xxxxxxxxxx, Xxxxxxxxxx 00000
(hereafter referred to as E-Bait). and between A & H Industries Inc. manufacture
of Bill's Scented Lures, having offices at 00000 Xxxxxx Xxxx X. Xxxxxxx
Xxxxxxxxx, 00000 (hereafter referred to as Bill's)
WITNESSETH:
WHEREAS, E-Bait is a business specializing in the building of E Commerce
Web Sites'
WHEREAS, E-Bait desires to enter into an agreement as an independent
contractor whereby E-Bait will provide marketing and database services for
BILL'S; and
WHEREAS, the parties hereto desire to enter into an agreement which will
define their rights and responsibilities toward each other.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the parties hereto agree as follows:
1. E-Bait shall at all times act as an independent contractor in the
transaction of its business. Nothing contained in this Agreement shall be
construed to create the relationship of employer and employee between
BILL'S and E-Bait.
2. This Agreement shall commence on the date hereof and will terminate on the
earliest of the following:
A. Twelve (12) months from the date of this Agreement;
I. Cause shall be determined solely by the following: Dishonesty related to
independent contractor status with BILL'S.
II. Failure to pay as described in section 6;
B. Upon termination for cause by E-Bait upon ten (10) days written notice.
C. Cause shall be determined solely by the following:
I. Dishonesty related to material facts regarding the development of the
company's products;
II. Any other neglect, act or omission detrimental to the conduct of X-Xxxx.
0. X-Xxxx will provide a full e commerce web site.
4. E-Bait shall be responsible for the payment of all expenses and taxes or
other liabilities, which E-Bait incurs due to the receipt of any
compensation as a result of this Agreement.
5. E-Bait shall be free to exercise its own judgment as to the time, place and
manner of its actual marketing activities related to this Agreement. BILL'S
acknowledges that E-Bait is engaged in other business activities and that
it will continue such activities during the term of this Agreement. E-Bait
shall not be restricted from engaging in other business activities during
the term of this Agreement.
6. BILL'S will pay 30 percent (excluding shipping costs) of all sales made on
or from the E-Bait site. Payments are due within 30 days after each sale or
on the first day of every month. Late payments will suspend any and all
performance by E-Bait.
7. This contract terminates on July 15th 2001 or twelve (12) months from the
date of this agreement.
8. In the event that any claim, lawsuit or controversy arises or is brought
against BILL'S or E-Bait as a result of any action or inaction of E-Bait or
BILL'S, the expenses incurred, including reasonable attorneys' fees shall
be borne by the losing party.
9. This agreement shall supersede all former agreements, which may have
existed between the parties hereto, whether oral or written. Neither party
may assign this contract nor any payment nor benefits to which the parties
may become entitled, without prior written consent.
10. This Agreement shall be deemed a California contract and governed by the
laws thereof. Any provision of this Agreement prohibited by the laws of any
state shall, as to such state, be ineffectual only to the extent of such
prohibition and shall not invalidate the remaining provisions of this
Agreement.
11. Any controversy or claim arising out of or relating to this contract, or
the breach thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
IN WITNESS HEREOF, the parties hereto have executed this document as of the date
and year written below.
BY: /S/ Xxxxx Xxxxxxxx Date: July 15, 2000
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Xxxxx Xxxxxxxx, President
A&H Industries, Inc.
BY: /S/ Xxx Xxxxxxx Date: July 15, 2000
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Xxx Xxxxxxx, Vice President
E-Bait, Inc.
