Exhibit 10.13
Management Agreement with IPN Communications, Inc.
DataLogic Consulting, Inc.
00000 Xxxxxx Xx., Xxxxx 000 * Xxxxxx Xxxxx, XX 00000
* Tel: (000) 000-0000 * Fax: (000) 000-0000
MANAGEMENT AGREEMENT
This Management Agreement is made by and between DataLogic International, Inc.
(hereinafter referred to as "DataLogic"), a Deleware corporation, doing
business at 00000 Xxxxxx Xx., Xxxxx 000, Xxxxxx Xxxxx, XX 00000 and
I-Phonehome, Inc. with mailing address 000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxx
Xxxxxxx, XX 00000 (hereinafter referred to as "I-Phonehome").
In consideration of the promises and agreements contained herein, the parties
mutually agree as follow:
1. TERM. The term of the Agreement shall commence on June 2, 2003 and shall
remain in effect until June 2, 2004 unless terminated prior to that time
in accordance with the section entitled "TERMINATION".
2. SCOPE OF DUTIES . I-Phonehome shall faithfully perform the normal duties
of operation management which include but not limited to sales and
marketing, technical and customer service support.
3. COMPENSATION. In full consideration of I-Phonehome's performance of the
Services, DataLogic shall pay I-Phonehome for work performed in an amount
of $15,000 per month. In addition, DataLogic shall pay I-Phonehome eleven
(11%) percent of net profits and for a maximum of two hundred seventy
thousand ($270,000) dollars in restricted common stock, DataLogic shall
pay I-Phonehome ninety thousand ($90,000) dollars each time I-Phonehome
net profit reached one hundred twenty-five thousand ($125,000) dollars
increments. The net profit milestones are $125,000, $250,000 and
$375,000.
4. WARRANTIES. I-Phonehome represents and warrants:
(a) that the Services to be performed under in this Agreement shall be
acceptable and satisfactory to DataLogic;
(b) that the performance of the Services set forth in this Agreement in
accordance with the terms and provisions set forth herein, do not
and will not breach any agreement to keep in confidence any
proprietary information of another entity acquired by I-Phonehome
in trust in confidence prior to the date of this Agreement;
(c) that I-Phonehome has not entered into any agreement, whether
written or oral, in conflict of this Agreement; and
(d) that the Services to be performed under the Agreement do not and
will not involve the counseling or promotions of a business
arrangement or other activity that violates any state or federal
law.
5. COVENANTS. I-Phonehome:
(a) shall perform the Services in a good and workmanlike manner and
promote the interests of DataLogic to the best of his skill and
ability;
(b) shall re-perform any work not in compliance with the warranty
brought to I-Phonehome's attention within a reasonable time after
that work is performed;
(c) shall not, during the term of this Agreement, enter into any other
agreement, whether written or oral, which would conflict with
I-Phonehome's obligations hereunder;
6. TERMINATION. This Agreement may be terminated on the earlier of the
following: (a) immediately by DataLogic upon the receipt of notification
from DataLogic that I-Phonehome is not performing satisfactorily; (b) by
either party upon breach of this Agreement by the other party; or (c) by
either party at any time upon fourteen (14) days prior written notice to
the other. Upon the termination of this Agreement, each party shall be
released from all obligations and liabilities hereunder except those
arising under Sections 7, 8, 9, 10 and 11.
7. CONFIDENTIALITY. The work contemplated under this agreement may require
that I-Phonehome have access to information which is proprietary and/or
confidential to DataLogic. I-Phonehome agrees not to publish or otherwise
disclose to persons outside DataLogic, without specific permission, any
proprietary and/or confidential information acquired from DataLogic by him
as a result of participation under this agreement; nor to use said
information for any purposes other than consultation with DataLogic.
8. RETURN OF INFORMATION. Upon the termination of this Agreement, I-Phonehome
will promptly return to the DataLogic all materials, records, documents,
and other DataLogic's Confidential Information in tangible form.
I-Phonehome shall not retain any copies of such materials and information
and, if requested by DataLogic, will delete all DataLogic Confidential
Information stored in any magnetic or optical disc or memory.
9. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid or unenforceable for any reason, such invalidity shall not affect
the remainder of this Agreement, and the invalid or unenforceable
provisions shall be replaced by a mutually acceptable provision, which
being valid, legal and enforceable comes closest to the original
intentions of the parties hereto and has like economic effect.
10. INDEMNIFICATION. To the fullest extent permitted by law, I-Phonehome shall
indemnify, defend and hold harmless DataLogic and its officers, directors
against any claims for injury or damage arising from the negligent or
willful performance of I-Phonehome's duties during the period of this
Agreement, but not included where such loss, liability or expense is, or
is alleged to be, attributable to sole negligence of DataLogic.
11. GOVERNING LAW. This Agreement shall be governed by, interpreted and
construed in accordance with the laws of the State of California. The
payment obligation of this Agreement is performable in Orange County,
California and any dispute relating to this Agreement or any breach
hereof, or the termination of this Agreement, shall be submitted to
binding arbitration under the Rules of the American Arbitration
Association and the decision of the arbiter(s) shall be enforceable in any
court having jurisdiction. Arbitration shall occur only in Orange County,
CA. In the event any dispute is arbitrated the prevailing party (as
determined by the arbiter(s)) shall be entitled to recover that party's
reasonable attorney's fees incurred (as determined by the arbiter(s))
located in Orange County, California.
12. NOTICES. Any notice, request, demand or other communication required or
permitted under the terms of this Agreement shall be in writing and given
by certified or registered mail, postage prepaid and properly addressed ,
to the address of the party to be notified as shown below, or to such
other address as to which either party may notify the other in writing.
Notice shall be effective on the date it is received. However, when this
Agreement requires immediate notice, such notice shall be accomplished by
telephone to the designated parties or by facsimile to the numbers listed
herein.
If to DataLogic: If to I-Phonehome:
DataLogic Consulting, Inc. I-Phonehome
00000 Xxxxxx Xx., Xxxxx 000 000 Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxxx Xxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx Attn: Xxxxxxx Xx
Tel. (000) 000-0000 x000 Tel. (000) 000-0000
Fax (000) 000-0000 Fax (000) 000-0000
13. ENTIRE AGREEMENT. This Agreement represents the entire agreement between
DataLogic and I-Phonehome with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties
(whether written or oral) relating to said subject matter. There are no
agreements, representations, or understandings between DataLogic and
I-Phonehome that are not expressly stated herein.
A. No amendment to this Agreement shall be effective unless it is in
writing and signed by duly authorized representatives of both
DataLogic and I-Phonehome.
B. Waiver of DataLogic of any breach of this Agreement by I-Phonehome
shall not be effective unless such waiver is in writing and signed
by DataLogic. Any waiver by DataLogic shall not constitute a
waiver of any different or subsequent breach by I-Phonehome.
14. ASSIGNMENT. This Agreement may be assigned in its entirety by DataLogic.
I-Phonehome shall have no authority to assign, delegate, or transfer any
of his duties and obligations under this Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
dates shown above.
Accepted: Accepted:
DataLogic Consulting, Inc. Xxxxxxx Xx
/s/Xxxxx Xxxxxx /s/Xxxxxxx Xx
Xxxxx Xxxxxx Xxxxxxx Xx
President CEO
DataLogic International, Inc.
00000 Xxx Xxxxxx Xxx., Xxxxx 000 * Xxxxxx, XX 00000
* Tel: (000) 000-0000 * Fax: (000) 000-0000
MANAGEMENT AGREEMENT
ADDENDUM A
This is an Addendum to the Management Agreement entered into between DataLogic
International, Inc. (hereinafter "DataLogic") and IPN Communications, Inc.
(formerly I-Phonehome Inc.) (hereinafter "IPN") or collectively "the Parties"
on the 2nd of June 2003.
WHEREAS DataLogic is DataLogic International or its subsidiary and IPN is IPN
Communications or its principals;
WHEREAS the parties wish to extend the Agreement as follows:
2. TERM. The term of the Agreement shall commence on June 2, 2003 and shall
remain in effect until December 31, 2004 unless terminated prior to that
time in accordance with the section entitled "TERMINATION".
3. COMPENSATION. In full consideration of IPN's performance of the Services,
DataLogic shall pay IPN for work performed in an amount of $100,000
payable in DataLogic restricted common stock. In addition, DataLogic
shall pay IPN eleven (11%) percent of net profits. DataLogic shall no
longer be obligated to pay IPN monthly service fees or any other payout
based on the net profit milestones as outlined in the original Management
Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the 5th
day of January, 2004.
DataLogic International, Inc. IPN Communications, Inc.
/s/Xxxxx Xxxxxx /s/Xxxxxxx Xx
_____________________________ ________________________________
Xxxxx Xxxxxx Date Xxxxxxx Xx Date
President CEO
