EX 10.04-Contract
SALES ASSOCIATE AGREEMENT:
DICUT, INC.
THIS AGREEMENT made the 22nd day of September, 2003
BETWEEN:
Xxxxxx Xxxxxxxx an individual having an office at
0000 Xxxxxxxx Xx. Xxx#0000, Xxxxx Xxxx, Xxxxxxx. Xxxxxx X0X 0X0;
OF THE FIRST PART
AND;
DICLIT, INC., a body corporate having an office at
0000 Xxxxxxxxx Xxxxxxx XX Xxxxx X, Xxxxxxxx, Xxxxxxx 00000
OF THE SECOND PART
WHEREAS: Dicut, Inc. desires to retain Xxxxxx Xxxxxxxx to provide SALES services
according to our previous discussions. Xxxxxx Xxxxxxxx has agreed to provide
such services on the terms and conditions hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows: DUTIES AND OBLIGATIONS
1.1 Xxxxxx Xxxxxxxx shall provide SALES services for Dicut, Inc. as set forth in
Attachment A below on an independent basis and such other SALES services as may
be mutually agreed between the parties from time to time.
1.2 In performing its duties hereunder, Xxxxxx Xxxxxxxx shall at all times
exercise the standard of care, skill and diligence normally provided in the
performance of services similar to that contemplated by this Agreement. Xxxxxx
Xxxxxxxx will not do anything that will violate the laws of the Securities and
Exchange Commission of the United'States or any other regulatory agency
overseeing the marketing of stock. If Dicut, Inc., whether at the request of
Xxxxxx Xxxxxxxx or otherwise, engages the services of a specialist, Xxxxxx
Xxxxxxxx shall be entitled to rely on the skill and knowledge of such
specialist, and shall not be liable to Dicut, Inc. for any damages or loss
arising out of or arising from the services of such specialist. Xxxxxx Xxxxxxxx
shall be entitled to rely on the accuracy of any data furnished by Dicut, Inc.
unless to do so would be unreasonable.
1 .3 Xxxxxx Xxxxxxxx shall not be required to devote his full time and attention
to the affairs of Dicut, Inc. but shall be entitled, during the term hereof, to
carry on such other businesses and undertakings as it sees fit.
1.4 Xxxxxx Xxxxxxxx shall not, either during the continuance of this Agreement
or at any time thereafter, disclose the private affairs of Dicut, Inc. to any
persons other than the Directors of Dicut, Inc. Xxxxxx Xxxxxxxx shall not,
either during the continuance of this Agreement or any time thereafter, use for
his own purposes or any purpose other than those of Dicut, Inc. any information
they may acquire in relation to the business and affairs of Dicut, Inc.
REMUNERATION OF Xxxxxx Xxxxxxxx
2.1 It is agreed that Xxxxxx Xxxxxxxx shall perform these services for twelve
(12) months commencing on the date signed below. For providing the services
pursuant to the terms of this twelve (12) months Agreement, Xxxxxx Xxxxxxxx will
be compensated a retainer of 1,000,000 shares of Dicut Inc. free trading shares
registered under S-8 and it is further understood and agreed that he will
disburse the sum of $100,000.00 USD to D1CUT INC. as full payment for the option
agreement signed on July 20 2002.
2.2 Although no travel is anticipated, Xxxxxx X.ederman shall be reimbursed for
all traveling expenses actually and properly incurred by Xxxxxx Xxxxxxxx in
connection with carrying out duties arising hereunder and directly related to
activities carried out on behalf of Dicut, Inc. Dicut, Inc. must approve such
expenses in advance. Xxxxxx Xxxxxxxx shall furnish to Dicut. Inc. statements and
vouchers as and when required by Dicut, Inc.
TERM
3.1 The term of this Agreement shall be for a period of twelve (12) months
commencing on the date hereof, unless earlier terminated as set out in
Section 3.2, 3.3, 3.4 or 3.5
3.2 At the end of the twelve (12) months, if not terminated in writing through
the U.S. Postal Service, this agreement will automatically renew for an
additional twelve (12) months on the anniversary of the signature date below
3.3 Xxxxxx Xxxxxxxx services to Dicut, Inc. may be terminated by post in writing
by Xxxxxx Xxxxxxxx upon 30 day written notice to Dicut, Inc. subject to the
terms contained herein. 3.4. Dicut, Inc. can terminate this agreement in the
event Xxxxxx Xxxxxxxx fails to adequately provide the services as described in
Schedule A. If Xxxxxx Xxxxxxxx fails to provide the services as described in
Schedule A, Dicut, Inc. can move to terminate this agreement by post in writing.
If Dicut, Inc. moves to terminate this agreement, Dicut, Inc. must state in
their termination letter the reason for the termination of this contract.
3.5 This agreement can also be terminated upon the mutual decision of the
parties hereto.
INDEMNIFICATION OF Xxxxxx Xxxxxxxx
4. Dicut, Inc. shall and hereby agrees to indemnify and save harmless Xxxxxx
Xxxxxxxx from and against all claims and demands of any nature or kind
whatsoever brought against Xxxxxx Xxxxxxxx as a result of its performance in
good faith of the duties and obligations required of Xxxxxx Xxxxxxxx hereunder.
INDEMNIFICATION OF COMPANY
5. Xxxxxx Xxxxxxxx shall and hereby agrees to indemnify and save harmless Dicut,
Inc. from and against all claims and demands of any nature or kind whatsoever
that may be brought against Dicut, Inc. as a result of Xxxxxx Xxxxxxxx'x
performance in good faith of the duties and obligations required of Dicut
hereunder.
RESTRICTION ON ASSIGNMENT
6. Neither this Agreement nor any of the rights, benefits or obligations arising
from or out of the terms of this Agreement shall be assignable by either party
hereto without the prior written consent of the other party hereto.
NOTICE
7. Notice of termination shall be deemed given by one party to the other party
when sent by U.S. Postal Service.
TIME
8. Time shall be of the essence of this Agreement.
FURTHER ASSURANCES
9.1 The parties hereto covenant and agree to execute and deliver any end all
further assurances or other documents necessary to give full effect to the
meaning and intent of this Agreement
9.2 While striving to improve the stock performance of Dicut Inc., Xxxxxx
Xxxxxxxx does not guarantee an increase in the volume of the stock traded or the
value the stci
9.3 The marketing/promotion services offered in this contract by Xxxxxx Xxxxxxxx
are not to be misconstrued as to being a "quick fix" of any sort. In most cases
it takes the entire term of this agreement to achieve the goals as stated in
Attacment A.
ENUREMENT 10.This Agreement shall endure to the benefit or arid be binding upon
the parties hereto and their respective successor and permitted assigns.
GOVERNANCE
11. The provisions of this Agreement shall be governed by and interorated in
accordance with the laws of the State of C Attorneys fees for any disputee from
or related to this
Agreement shall be the responsibility of each party and not a part of the
settlement thereof. IN WITNESS, The parties hereto have executed this document
as of the date and year written below
By:/s/Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxxxxxx
Director/ President
Xxxxx.Xxx.
By: /s/ Xxxxxx Xxxxxxxx
----------------
Xxxxxx Xxxxxxxx
Associate
Data: September 22, 2003
