Agreement for Services
By and Between Market Voice, Inc. and Diamond Powersports
Agreement For Services Market Voice, Inc.
AGREEMENT FOR SERVICES
----------------------
This following Agreement ("the Agreement"), by and between Market Voice, Inc.
("The Consultant"), a Florida Corporation, having its principal business office
located at 000 Xxxxxx Xxxx, Xxxxx 0000, Xxxx Xxxxx, XX 00000 and Diamond
Powersports ("The Company") a Florida corporation, having its principal business
location at 00000 XX 00xx Xxxxxx, Xxxxxxx, XX 00000, is made effective this 1st
day of February, 2002.
NOW, THEREFORE, in consideration of the mutual promises set forth below and
the good and valuable consideration provided herein, the receipt of which both
parties hereby acknowledge, the parties hereby agree as follows:
1. CONSULTING ENGAGEMENT
----------------------
The Company hereby engages the Consultant and the Consultant hereby accepts such
engagement by the Company as a consultant and advisor with respect to the
matters specifically set forth herein.
The TERM OF THIS AGREEMENT SHALL BE SIX (6) MONTHS, beginning May 1, 2002 (or
-------------------------------------------------
from the time the Company has a quote on the OTC Bulletin Board) and ending
November 1, 2002 (or six months from the beginning date). Should the Company
terminate or attempt to terminate this Agreement at any time, for any reason,
the Company shall remain obligated to make payment to the Consultant of all
consideration due or outstanding at the time of the termination. This
engagement of the Consultant is on a non-exclusive basis by the Company.
2. CONSULTING SERVICES. During the term of this Agreement:
---------------------
(A) The services the Consultant will provide the Company shall include but
not be limited to the following:
(i) The introduction of the Company to an expanded shareholder base and
international investment community through domestic and international marketing
and promotional activity. In accordance therewith, the Consultant shall:
(a) For the length of this contract the Company profile will be listed on
XxxxXxxxxxXxxxxx.xxx, a wholly owned Internet division of the Consultant; and
additional financial sites within the Market Voice Network;
(b) Post Company press releases on financial site network and Business Wire
Services;
(c) Release Company news alerts and press releases regionally, nationally
and internationally through the Consultant's strategic alliance with wire
services, search engines and hypertext website links (there is no standard limit
to the amount of press releases, however, it must be reasonable and excludes
hype and puffery);
(d) Feature the Company on the Consultant's radio show, "Stock Talk Live,"
financial news network syndicated radio show and webcast the feature company to
audience throughout South Florida, and syndicated show to national audience on
east coast, (Boston, etc.);
(e) Advise the Company regarding various and alternative marketing
strategies; and
(f) Consult the Company regarding both short and long term business plans
targeted at strengthening and maintaining shareholder and investor relations.
(B) The parties understand and agree that during the term of the Agreement,
the Consultant is not restricted or prohibited from providing similar consulting
services to other companies, provided that any such other activities shall not
materially interfere with the services required to be provided hereunder.
Accordingly, the parties fully understand and agree that the Consultant shall
not be required to spend all of its time and effort with respect to the
foregoing services.
3. XXXXXXXXXXXX.XX CONSIDERATION OF THE SERVICES TO BE RENDERED AS SET FORTH
-------------
HEREIN, THE COMPANY SHALL COMPENSATE THE CONSULTANT AS FOLLOWS:
(A) UPON EXECUTION OF THIS AGREEMENT, THE CONSULTANT SHALL RECEIVE A FEE AS
COMPENSATION IN THE AMOUNT OF 250,000 FREE TRADING NON-LEGEND SHARES UPON
EXECUTION OF THIS AGREEMENT. ADDITIONALLY, CONSULTANT SHALL FURTHER RECEIVE
100,000 FREE TRADING NON-LEGEND SHARES NINETY (90) DAYS FROM THE DATE OF THE
EXECUTION OF THIS AGREEMENT.
4. EXPENSES.
---------
During the term of this Agreement, the Company shall pay or promptly reimburse
the Consultant, ON A WRITTEN PRE-APPROVED BASIS, for reasonable expenses paid or
-------------------------------
incurred by the Consultant in connection with the direct performance of its
services, activities and responsibilities under this Agreement. Said
reimbursement shall be made upon the presentation of the appropriate documents,
expenses, statements, receipts, or other proof of expenses incurred, together
with a copy of the written prior approval for the Company for such expenses.
All statements must be paid within twenty (20) days of the Company's receipt of
the same. Notwithstanding the foregoing, the Consultant shall bear all ordinary
necessary expenses including office overhead, postage, telephone charges, and
other like expenses paid or incurred in connection with the performance of its
services, activities and responsibilities under this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
---------------------------------------------------
(A) The Company hereby represents and warrants that it has full power and
legal right and authority to execute, deliver, and perform under this Agreement,
and that the officer's execution of this Agreement on behalf of the Company is
with full knowledge of the Company and the power of authority to do so.
(B) The Company hereby represents and warrants that this Agreement has been
duly authorized by all necessary corporate and individual parties, executed and
delivered by the Company enforceable against the Company in accordance with its
terms, subject only to the applicable bankruptcy, insolvency, reorganization or
other similar laws relating to or affecting the rights of creditors generally
and to principles of equity.
(C) The Company hereby represents and warrants that all information provided
to Consultant by the Company, including but not limited to general information
regarding the Company, its business relationships, and its past, present, and
future financial condition, which is used during the course of performance of
Consultant's services under this Agreement, that is disseminated to the public,
shall be truthful and based upon fact and not speculation. Moreover, the
Company agrees to conduct a diligent investigation to confirm the truthfulness
of any and all information it instructs the Consultant to disseminate to the
public.
(D) The Company hereby agrees to indemnify and hold harmless the Consultant
from and against any and all losses and damages resulting from any
misrepresentation, or breach of any warranty, covenant or agreement by the
Company made or contained in this Agreement, and any and all actions, suits,
proceedings, claims, demands, judgments, costs, and expenses, including
attorneys' fees, incident to the foregoing.
(E) The Company hereby represents and warrants that it abides by all
applicable federal, state, and municipal laws in the operation of its business.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CONSULTANT.
------------------------------------------------------------------
(A) The Consultant hereby represents and warrants that it has full power and
legal right and authority to execute, deliver and perform under this Agreement,
and that the officer executing this Agreement on behalf of the Company has the
full power of authority to do so.
(B) The Consultant hereby represents and warrants that this Agreement has
been duly authorized by all necessary corporate and individual parties, executed
and delivered by the Consultant and constitutes the legal, valid, binding
obligation of the Consultant, and enforceable against it in accordance with its
terms, subject only to the applicable bankruptcy, insolvency, reorganization or
other similar laws relating to or affecting the rights of creditors generally
and to principles of equity.
(C) The Consultant represents and warrants that it will only disseminate to
the public information that has been authorized by the Company for dissemination
or that, which has been previously disseminated in previous press releases or
other publicly disclosed documentation.
(D) The Consultant hereby agrees to indemnify and hold harmless the Company
from and against any and all losses and damages resulting from any
misrepresentation, or breach of any warranty, covenant or agreement by the
Consultant made or contained in this Agreement, and any and all actions, suits,
proceedings, claims, demands, judgments, costs, and expenses, including
attorneys' fees, incident to the foregoing.
7. INDEPENDENT CONTRACTOR STATUS.
--------------------------------
It is expressly understood and agreed that this is a consulting service and
website linking agreement only and does not constitute an employer/employee
relationship. Accordingly, the parties agree that the Consultant shall be
solely responsible for payment of its own taxes or sums due to the federal,
state, or local governments, office overhead,
worker's compensation, fringe benefits, pension contributions, and other
expenses, except as otherwise as an independent contractor and that the Company
shall have no right to control the activities of the Consultant other than to
require the Consultant to provide its consulting services in a professional
manner pursuant to the terms and conditions of this Agreement. Moreover, the
Consultant shall have no authority to bind the Company.
8. MISCELLANEOUS PROVISIONS.
--------------------------
(A) NOTICES.
--------
Any notice, request, demand, or other communication required or permitted
pursuant to this Agreement shall be in writing and shall be deemed to have been
properly given if delivered by certified or registered mail and return receipt
requested, to each party hereto at the address indicated below or at any other
address as may be designated from time to time by written notice to each party.
Such notice shall be deemed given upon delivery.
Consultant: MARKET VOICE, INC.
Attention: B. Xxxxxxx Xxxxxxxx
000 Xxxxxx Xxxx Xxxxx 0000
Xxxx Xxxxx, Xxxxxxx 00000
Company: DIAMOND POWERSPORTS
Attention: Xxxxxx Xxxxxxx
00000 XX 00xx Xxxxxx
Xxxxxxx, XX 00000
(B) ENTIRE AGREEMENT.
------------------
This agreement constitutes the entire Agreement between the parties hereto
relating to the subject matter hereof, and supersedes all prior written or oral
agreements, commitments, representations, or understanding with respect to the
matters provided for herein, and no modification shall be binding unless set
forth in writing and duly executed by each party hereto.
(C) BINDING EFFECT.
----------------
This Agreement shall be binding upon and inure to the benefit of the parties
hereto, their respective heirs, executors, administrators, and successors,
including any corporation with which or into which either party may be merged.
(D) WAIVER.
-------
The waiver by any party to this Agreement of a breach of any provision contained
herein shall not be deemed a continuing waiver or waiver of any subsequent
breach of any other provision of this Agreement.
(E) DEFAULT.
--------
In the event litigation is entered by the parties with regard to either parties'
breach of any of its obligations under the Agreement, the prevailing party shall
be entitled to recover from the other party reasonable attorney's fees and court
costs.
(F) COUNTERPARTS.
-------------
For the convenience of the parties hereto, this Agreement may be executed in one
or more counterparts, which shall each be considered an original.
(G) CONSTRUCTION AND GOVERNING LAW.
----------------------------------
Should any provision of this Agreement require judicial interpretation, it is
hereby agreed that the Court interpreting and construing the same shall not
apply a presumption that the terms shall be more strictly construed against the
party who itself or through its agent prepared the same, it being agreed that
the agents of all parties have participated in the participation hereof. This
Agreement and all questions relating to its validity shall be decided within the
jurisdiction of the State of Florida and governed by and construed in accordance
with Florida law, without regard to its conflict of law principles.
(H) DISCLOSURE OF COMPENSATION AND NON-LIABILITY PERFORMANCE.
--------------------------------------------------------------
The Company understands that pursuant to applicable federal and state law the
Consultant may be required at times to disclose to the public the nature and
amount of compensation received by the Consultant in consideration for the
Consultant's services related to the Company.
Although the Consultant's ultimate goal in undertaking this business
relationship with the Company is to see an increase in the Company's revenues
and stock price, the Company understands that the Consultant does not guarantee
specific performance of the Company nor will the Consultant engage in illegal or
prohibited activity to manipulate the financial appearance of the Company or to
inflate its stock price.
(I) FACSIMILE SIGNATURES.
----------------------
Facsimile signatures on this Agreement shall have the same legal effect as
original signatures.
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first written above.
MARKET VOICE, INC. DIAMOND POWERSPORTS
By: ________________________ By: __________________________
Its ______________ Its ______________
Date: ______________ Date: _______________
