INDEPENDENT CLIENT SERVICE AGREEMENT (ISCA)
This Agreement is made and entered into by and between OZOLUTIONS, INC.
(OTCBB: OZLU) 00 Xxxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx X0X0X0, telephone
number 000-000-0000, fax number 000-000-0000, email: xxxxxxx@xxx.xxx,
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(hereinafter "Client") and ALEXANDER & XXXX, INC. and Xxxxxxx X. Xxxxxxxxx
(hereinafter "Contractor") with principal offices at 0000 Xxx Xxx Xxxxx Xxxxx,
0xx Xxxxx, Xxx Xxxxx, XX 00000, telephone number 000-000-0000, fax number
000-000-0000, email: xxx@xxxxxx.xxx.
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Whereas, Contractor declares it is engaged in an independent business, and
has complied with all federal, state and local laws regarding business permits,
insurances and licenses of any kind that may be required to carry out said
business and the tasks to be performed under this Agreement. Contractor also
declares that it has and does provide similar product or services to other
Clients in addition to contract Services provided to Client.
Whereas, Contractor operates a legitimate business and desires to provide
services for Client as set forth herein.
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE
FOLLOWING TERMS AND CONDITIONS, THE PARTIES AGREE:
1. SERVICES TO BE PERFORMED. Client engages Contractor and Contractor
agree to:
a. Advise, assist in reviewing Client's customer business
portfolios and other business assets.
b. Advise, assist and provide business contacts to Client for
possible sale of products.
c. Advise, assist and provide business management and
infrastructure consulting services,
2. TERMS OF PAYMENT. Client shall pay Contractor for the above
described Services, as the same are reasonably and acceptably provided and
within five (5) days after receipt of a detailed invoice or billing therefore.
Payments are to be made, costs and fees to be reimbursed and prices to he
charged as follows until otherwise agreed in writing:
a. Contractor will receive a NON-REFUNDABLE monthly consultant fee
of $15,000 in a cash payment payable on the 1st of each month commencing October
1, 2004. These fees are earned upon receipt of invoice. The payment terms
expire on or about December 31, 2004.
b. Contractor will receive $100.00 from Client for any wire fees
and or any returned check(s). Contractor will receive $1,000.00 per month until
payments are paid in full (maximum 5 months or $5,000) from Client for any ICSA
payment not received within 30 days after the due xxxx,
x. Contractor will receive a mutually agreed percentage of any new
business development procured by Contractor for a period of two years from the
date of a signed business agreement between Client and New Customers.
d. Conversion of Consulting Fee of Client's Common Stock If
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Applicable. At the options of the Contractor, any outstanding unpaid consulting
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fee shall he convertible, at any time and from time to time, into such number of
fully paid and nonassessable shares of the client's Common Stock by the
Conversion Price (as defined below) in effect at the time of conversion. The
Conversion Price at which shares of Common Stock shall be deliverable upon
written conversion request by Contractor. Each conversion request shall he less
than 5% of the outstanding issued common stock of the corporation. The
Conversion Price shall be the lower of (i) 110% of the average Closing Bid Price
of the shares of Common Stock for the three (3) trading days immediately
preceding the Initial Closing Date (as defined in the Securities Purchase
Agreement) or (ii) 75% of the average of the three lowest Closing Bid Prices of
the shares of common Stock for the thirty (30) trading days immediately
preceding the Conversion Date (as hereinafter defined). For purposes of these
Articles of Amendment, the term "Closing Bid
Price" means, for any security as of any date, the closing bid price on the
principal securities exchange or trading market where the Common Stock is listed
or traded as reported by Bloomberg, L.P. ("Bloomberg") or, if applicable, the
closing bid price of the Common Stock in the over-the-counter market in the
electronic bulletin board for such security as reported by Bloomberg, or, if no
closing bid price is reported for the Common Stock by Bloomberg, then the
average of the bid prices of any market makers for such security as reported in
the "pink sheets" by the National Quotation Bureau, Inc. "Trading Day" shall
mean any day on which the Corporation's Common Stock is traded for any period on
the principal securities exchange or other securities market on which the Common
Stock is then being traded.
3. EXPENSES AND EXPENSE REIMBURSEMENT. Client shall reimburse
Contractor and make payment for requested or necessary pre-approved travel and
expenses from Contractor's home base. Any such charges or requests for
reimbursement for these agreed charges shall be invoiced and may be paid
separately by Client either to Contractor or to the independent supplier for
which reimbursement is sought.
Client shall reimburse contractor a Hiring Fee of $100,000, in the event
the Client hires or retains any of the Contractor's consultants or staffs within
twelve months from the termination date of this agreement. This fee shall be
payable 5 days after the receipt of an invoice.
CLIENT ACKNOWLEDGES THE CONTRACTOR IS NOT AN ATTORNEY NOR A CERTIFIED
PUBLIC ACCOUNTANT OR AN AUDITOR OR A BROKER/DEALER OR A MARKET MAKER. CLIENT
MUST SEEK THEIR OWN ATTORNEY AND CERTIFIED PUBLIC ACCOUNTANT FOR OPINIONS AND
CONSENTS. Any expenses arise from these professional firms shall be the
responsibilities of the Client or their merger Candidate. Contractor estimates
these legal, audit, filings, edgarizing and other related expenses shall be
approximately $100,000 to $150,000. These expenses are paid directly to the
service performing parties and not to the Contractor.
Client further acknowledges there may be additional costs and percentage of
equity of Client's common stocks to acquire a spin-off merger or stock exchange
company. The exact costs and percentages will be mutually approved by all
parties prior to completion of such transaction.
4. CONTROL. Contractor retains the sole and exclusive right to control
or direct the manner or means by which the work described herein is to be
performed. Client retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions herein.
5. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph
include but are not limited o FICA, FUTA, federal personal income tax, state
personal income tax, state disability insurance tax, and state unemployment
insurance tax. Contractor represents and covenants that it has and will file
and pay all such payroll, self employment, employment, worker's compensation,
withholding and other taxes and reports as the same might be legally due and
payable to all applicable state and federal authorities. The Contractor will not
be treated as at, employee for state or federal tax purposes. Contractor hereby
indemnities and holds harmless Client from any and all duty or obligation
whatsoever relating to the payment or filing for any and all such taxes,
penalties and interest, Contractor represents that its federal employer
identification number is (AWl) 00-0000000 and (FAZ) ###-##-####.
6. WORKER'S COMPENSATION. No workers compensation insurance has been
or will be obtained by Client on account of Contractor or Contractor's
employees. Contractor shall register and comply with all applicable workers'
compensation laws in all applicable states and Contractor releases and
indemnifies Client from all liability as to working conditions and the safety or
possible injury of Contractor and its employees.
7. TERMINATION. This Agreement covers and relates to services to be
provided for approximately the next 90 days from the effective signing date
hereof. It may be renewed on a monthly basis with the agreement of the parties.
Either party may terminate this agreement by providing the other party a written
15 days notice,
8. The parties agree that a facsimile signature shall have the same
effect as an actual signature.
Agreed to he effective this 1st day of October 2004 at City of San Diego,
San Diego County, California.
OZOLUTIONS, INC. ALEXANDER & XXXX, INC.
("CLIENT") ("CONTRACTOR")
/s/ Max Weissengruber /s/ Xxxxxxx X. Xxxxxxxxx
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Signature Signature
Max Weissengruber Xxxxxxx X. Xxxxxxxxx
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Printed Name Printed Name
President & COO CEO
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Title Title
XXXXXXX X. XXXXXXXXX
("INDIVIDUAL")
/s/ Xxxxxxx X. Xxxxxxxxx
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Signature
Xxxxxxx X. Xxxxxxxxx
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Printed Name
