EXHIBIT 10.1
ADVERTISING AGREEMENT
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THIS ADVERTISING AGREEMENT (the "Agreement") is made and entered into as of May
19, 2004 by and between AngelCiti Entertainment, Inc., a Nevada corporation,
(hereinafter referred to as "AngelCiti") with an office at 0000 Xxxxxxxx Xxxxxx,
Xxxxx 0, Xxxxxxxx Xxxxx, XX 00000 and Corinth IV eirl with an address at Centro
Colon, Octavo Piso, Saliendo de la Lavador, Mano Izqueirda, Puerta xx Xxxxxx,
San Xxxx, Costa Rica hereinafter referred to as (the "Consultant") (together the
"Parties").
WHEREAS, the Parties desire to formalize the terms and conditions under
which Consultant shall provide consulting services to the AngelCiti.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contains, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. TERM OF AGREEMENT AND RENEWAL.
The Agreement shall remain in effect for one year beginning June 1,
2004 and continuing through May 31, 2005. This agreement may be extended for one
year by AngelCiti, upon the same terms and conditions set forth herein by
presenting the Consultant with written notice of such extension within 60 days
of the end of the term of this Agreement.
2. NATURE OF SERVICES TO BE RENDERED.
Consultant shall provide the AngelCiti with marketing services for its
online gaming operations for increasing traffic to AngelCiti licensee websites.
Consultant shall place advertising on behalf of AngelCiti and perform such other
activities designed to promote the AngelCiti licensee websites.
3. COMPENSATION.
For the consulting services provided during the term of the engagement,
Consultant charges a one time up front fee of 8.5 million shares of registered
stock at a $.0025 cost basis, representing the "Consulting Fee". The consulting
services will be for a period of 1 year. ANGELCITI will issue to Consultant
within 10 business days of signing the Consulting and Marketing Agreement
receipt of the Consulting Fee. Payment shall be made as directed by the
Consultant to various executives and/or employees of Consultant.
4. BEST EFFORTS.
It is understood that all of the efforts and services of Consultant
will be on a "best efforts" basis only, and Consultant makes no representations
or warranties.
5. CONTRACTING AUTHORITY
The parties acknowledge and agree that Consultant may subcontract or
assign a portion of its obligations under this Agreement to other companies,
entities, contractors, subcontractors, employees, agents and other persons
(collectively, "third-party providers") as deemed appropriate in the sole
discretion of Consultant. Provided, however that Consultant shall be solely
responsible for paying the costs, fees and expenses of these third-party
providers for unpaid costs, fees and expenses.
6. INDEPENDENT CONTRACTOR
Consultant shall in all respects hereunder be an independent contractor
and, except as expressly provided or authorized in this Agreement, shall have no
authority to act or represent the AngelCiti nor shall it be under the control or
direction of the AngelCiti as in the case of an employee.
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7. NON CIRCUMVENTION
The parties agree that neither party will make any contract, contact,
or otherwise be involved in any transaction with any entity introduced by the
other party hereto without the permission of the introducing party.
8. CONFIDENTIALITY
The Parties hereto hereby agree to keep confidential all knowledge,
techniques, and information of any related kind and agree not to reveal any
information to anyone concerning knowledge which either party has derived from
its relationship with the other party.
9. OTHER ACTIVITIES OF CONSULTANT
AngelCiti recognizes and acknowledges that Consultant now renders and
may continue to render consulting services to other companies, which may or may
not have policies, and conduct activities similar to those of AngelCiti.
10. APPLICABLE LAW AND ARBITRATION
This Agreement shall be interpreted and enforced in accordance with the
laws of the state of California. Any controversy, claim or dispute arising out
of or related to this Agreement shall be settled by arbitration under the
auspices of, and in accordance with the rules then obtaining, of the American
Arbitration Association in the city of Los Angeles.
11. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties covering
everything agreed upon or understood in the transactions provided herein. There
are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof. This Agreement may not be changed, modified, altered or
amended absent a writing specifically setting forth the same duly executed by
all parties hereto.
12. SEVERABILITY
In the event any one or more of the provisions of this agreement shall
for any reason be held invalid, illegal, or unenforceable, the remaining
provisions of this agreement shall be unimpaired.
13. NO AMENDMENT EXCEPT IN WRITING
Neither the Agreement nor any of its provisions may be altered or
amended except in a dated writing signed by the Parties.
14. SURVIVAL
Section 8 of this Agreement, entitled Confidentiality, shall survive
the termination of this agreement.
15. HEADINGS
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
16. COUNTERPARTS
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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17. BINDING EFFECT
This Agreement shall be binding upon the parties hereto and inure to
the benefit of the parties, their respective heirs, administrators, executors,
successors and assigns.
In Witness whereof, the parties hereto have caused these presents to be
executed by their proper corporate officers, thereunto duly authorized, as of
the day and year first above written.
AngelCiti Entertainment, Inc.
s/Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Chief Executive Officer
Corinth IV eirl
s/Xxxxx Xxxx
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Xxxxx Xxxx
President
