CONSULTING AGREEMENT
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This Agreement is made effective March 7, 1999 by and between
Infocall Communications Corp. ("CLIENT") and Interactive Business
Chanel ("IBC"), its principal place of business at 00000 Xxx Xxxxxx
Xxxx., #000, Xxxxxx, XX 00000.
Now, Therefore in consideration of the mutual promises,
covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is
expressly acknowledged, IBC and CLIENT agree as follows:
* Engagement of IBC
CLIENT hereby retains IBC to assist CLIENT's in enhancing its
Internet Business strategy.
WHEREAS, IBC will consult with CLIENT to design and implement a
comprehensive strategic Internet advertising and marketing
campaign. Under this arrangement, IBC will assist the company in
all aspects of planning, implementing and managing its Internet
business strategy.
WHEREAS, IBC represents that it is owned and operated by expert
consultants with years of experience in the fields of Internet
business development, marketing and advertising. IBC's network of
experts will assist in all phases of developing "e-solutions"
including project management, web design, development, management,
marketing and medica placement.
WHEREAS, IBC will design, develop, advertise, market, and manage a
new web site ("CLIENT'S SITE") at xxxxxxxxx.xxx for CLIENT.
WHEREAS, CLIENT'S SITE will be linked ("LINKS") to XXXXXXXXX.XXX,
IBC Stockline weekly newsletter, CLIENT's current web site(s), and
other strategic online mediums.
WHEREAS, CLIENT'S SITE will contain information including.
* LINKS
* COMPANY PROFILE
* CORPORATE INFO
* PRODUCTS
* FINANCIALS
* QUOTE & NEWS
* ADDITIONAL INFO REQUEST FORM
IBC
xxxx://xxx.xxxxxxxxx.xxx
Tel: (000) 000-000-0000 Fax: (000) 000-0000
00000 Xxx Xxxxxx Xxxx #000 Xxxxxx, XX 00000
Email: xxxx@xxxxxxxxx.xxx
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Exhibit - 10.17 - Pg. 2
CLIENT shall be responsible for all out-of pocket expenses, travel
expenses, third party expenses, filing fees, copy and mailing
expenses that IBC may incur with CLIENT's prior approval in
performing Consulting Services under this Agreement.
* IBC is Not an Agent or Employee
IBC's obligations under this Agreement consist solely of the
Consulting Services described herein. In no event shall IBC
be considered to act as the agent of CLIENT or otherwise
represent or bind CLIENT. For purposes of this Agreement, IBC
is an independent contractor. All final decisions with
respect to acts of CLIENT or its affiliates, whether or not
made pursuant to or in reliance on information or advice
furnished by IBC hereunder, shall be those of CLIENT or such
affiliates and IBC shall under no circumstances be liable for
any expense incurred or loss suffered by a CLIENT as a
consequence of such action or decisions.
* Miscellaneous
A. Authority
The execution and performance of this Agreement has been duly
authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties
hereto.
B. Amendment
This Agreement may be amended or modified at any time and in
any manner but only by an instrument in writing executed by
the parties hereto.
C. Waiver
All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights
and remedies provided by law. No delay or failure on the part
of either party in the exercise of any right or remedy arising
from a breach of this Agreement shall operate as a waiver of
any subsequent right or remedy arising from a subsequent
breach of this Agreement. The consent of any party where
required hereunder to any act or occurrence shall not be
deemed to be a consent to any other act or occurrence.
D. Assignment
(i) Either party to this Agreement may assign any right or
obligation created by it without the prior written
consent of the other.
IBC
xxxx://xxx.xxxxxxxxx.xxx
Tel: (000) 000-000-0000 Fax: (000) 000-0000
00000 Xxx Xxxxxx Xxxx #000 Xxxxxx, XX 00000
Email: xxxx@xxxxxxxxx.xxx
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Exhibit - 10.17 - Pg. 3
Press Releases
IBC will assist Client in editing, and proofreading press
releases prepared and issued by Client. It is understood and
agreed that IBC will have no responsibility for and will not
verify the accuracy of any statements disseminated in the
Client's press releases. It is further understood that all
statements contained in press releases issued by Client will
be those of Client. IBC shall have no liability for any
statements made by Client in any publicly disseminated
documents that are materially false or misleading or omit to
state material facts necessary to make the statements made, in
light of the circumstances under which they were made, not
misleading.
About XXXxxxxxx.xxx
Xxxxxxxxx.xxx is a highly trafficked web site receiving over
68,000 user sessions in the week ending 2/04/00. IBC provides
visitors with a "one stop destination" to an array of free and
premium business and finance resources. Services include
stock research, IPO data, quotes, market data, no-load mutual
fund research and IPO information.
IBC's advertising and expenditures with high profile web sites
include CNBC TV, XXXX.xxx, CBS Xxxxxxxxxxx.xxx, XxxXxxxxx.xxx,
Xxxxxxxxx.xxx, Xxxxxx.xxx, etc. Interactive Business Channel
has strategic alliances with financial content providers and
media partners including xx00.xxx, Morningstar, Marketxt, E-
Loan, XXX.xxx, INSweb, Internet Wire, Vectorvest,
xxxxxxxxxxx.xxx and may more (visit xxx.xxxxxxxxx.xxx). IBC's
email newsletter "stock line" has developed a significant
following by providing free weekly updates on Internet stocks
market outlook, and economic developments.
* Compensation
IBC will receive 5% of the total outstanding shares of
CLIENT's stock. (50% free trading and 50% in restricted
stock).
IBC will receive 5% of the total outstanding shares of
XXXxxxxxxxx.xxx stock (50% free trading and 50% in restricted
stock).
IBC will receive 5% of the equity compensation CLIENT receives
for any of its new clients
IBC will receive first rights of refusal to offer its services
to CLIENT's new clients.
* Term of Agreement, Extensions and Renewals
* This Consulting Agreement and IBC's obligation to continue
providing Consulting Services as defined herein shall remain
in full force and effect for one year.
* Cost and Expenses
IBC
xxxx://xxx.xxxxxxxxx.xxx
Tel: (000) 000-000-0000 Fax: (000) 000-0000
00000 Xxx Xxxxxx Xxxx #000 Xxxxxx, XX 00000
Email: xxxx@xxxxxxxxx.xxx
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Exhibit - 10.17 - Pg. 4
E. Notices
Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party,
when deposited in the United States mails for transmittal by
certified or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal or when sent by
facsimile transmission, charges prepaid provided that the
communication is addressed.
(i) In the case of CLIENT to: (ii) In the case of IBC to:
INFE IBC
0000 Xxxxxx Xxxxxxxx Xxxxx 00000 Xxxxxxxxx Xxxx #000
Xxxxx 000 Xxxxxx, XX 00000
Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxx
F. Headings and Captions
The headings of paragraphs are included solely for convenience. If
a conflict exists between any heading and the text of this
Agreement, the text shall control.
G. Entire Agreement
This instrument and the exhibits to this instrument contain the
entire Agreement between the parties with respect to the
transaction contemplated by the Agreement. It may be executed in
any number of counterparts but the aggregate of the counterparts
together constitute only one and the same instrument.
H. Effect of Partial Invalidity
In the event that any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, but this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
IBC
xxxx://xxx.xxxxxxxxx.xxx
Tel: (000) 000-000-0000 Fax: (000) 000-0000
00000 Xxx Xxxxxx Xxxx #000 Xxxxxx, XX 00000
Email: xxxx@xxxxxxxxx.xxx
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Exhibit - 10.17 - Pg. 5
I. Controlling Law
The validity, interpretation and performance of this Agreement
shall be controlled by and construed under the laws of the State of
California. Any dispute between the parties hereunder shall be
properly commenced in arbitration proceedings and venue shall lie
only in a state or federal court of competent jurisdiction in
Irvine, California.
K. Time is of the Essence
Time is of the essence for each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the day and year written.
Interactive Business Channel
_______/s/Xxxxx Hill___________
Xxxxx Xxxx, Vice President
____/s/Xxxxxxx Marcus________
Xxxxxxx Xxxxxx, President
Date _____3/7/00_____
Company: Infocall
Signature: _______/s/T.M. Richfield______
Name: T.M. Richfield
Date:_____3/7/00_____
IBC
xxxx://xxx.xxxxxxxxx.xxx
Tel: (000) 000-000-0000 Fax: (000) 000-0000
00000 Xxx Xxxxxx Xxxx #000 Xxxxxx, XX 00000
Email: xxxx@xxxxxxxxx.xxx
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