EXHIBIT 10.13
PROJECT AGREEMENT
This Project Agreement ("Agreement") is made on this 10th day of March, 2000 by
and between The Compass Group dba Xxxxx Marketing Group, a California
corporation ("SMG") with its principal place of business at 000 Xxxxxxxx Xxx,
Xxxxxxxx, Xxxxxxxxxx 00000, and Futurus Financial Services, Inc. ("Client") with
its principal place of business at 0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000. In
consideration of the mutual promises set forth herein, Client and SMG agree as
follows:
PROJECT NAME: RETAIL STORE DESIGN
PROJECT DESCRIPTION
1. SMG agrees to create, design, deliver, and produce in accordance with the
following specifications:
Direct the development of a retail store design for Client-selected prototype
site. Based on Client-approved space plan, provide concept development, detailed
design drawings, and consultation support services. Deliverables include:
Concept Development
* Develop and present one (1) interior design concept direction (showing
specified materials and finish selection) applicable to one
Client-selected retail location.
Design Application
* Based on application of the above interior design concept to the
prototype site, provide detailed design drawings in the form of 24" x
36" blueline prints to project architect to meet required timelines
during the development of the retail store interior. Specific drawings
include:
Finish Plans
* Floor Plan - shows configuration of walls and basic space
plan of building
* Reflected Ceiling Plan - shows ceiling configuration and
details, lighting placement and specifications (does not
include HVAC information)
* Power/Communication Plan - shows placement of electrical and
phone/computer lines
* Flooring Plan - shows floor pattern and placement, along
with specification of flooring material
* Furniture Plan - shows placement of custom
millwork/cabinetry as well as placement of specified, ready
to use furniture
* Paint/Finish Plan - shows placement details of wall finishes
Interior Elevations, Sections and Details
* Two-dimensional view of major walls with placement of logo,
wall finishes and/or architectural details as required
Cabinetry and Furniture Plan
* Consists of top, front, side, section, and inside views of
up to four (4) freestanding cabinets with material and
finish specifications (CSC/tellerline combination counter is
counted as one unit)
* Provide consultation to Client on application and implementation of
retail space design concepts from design through installation for the
prototype store.
PROJECT FEE
2. As and for the total Project Fee, Client agrees to pay to SMG for the usage
rights granted herein, the sum of $45,000 .
Travel expenses outside the San Francisco Bay Area, deliveries, packing and
shipping, and/or any applicable federal, state, and/or local taxes will be
billed, at cost, with each progress billing. It is anticipated that the project,
with the exception of project research, reviews and approval meetings, will be
completed with much of the work being done via telephone, conference call,
facsimile, email, regular mail, and, as required, overnight courier service.
Fees exclude cost of design revisions, design production, pre-production costs,
project supplies, signage, fixtures, display materials, illustration,
photography, production mechanicals and/or production, and usage fees and/or
buyout fees. Electronic CAD files of the drawings will not be provided as part
of this project agreement. Such additional costs will be approved by Client
prior to delivery and billed with each progress billing.
For retail store design services, it is Client's responsibility to direct
architect to review all design drawings and specifications to meet any federal,
state, and/or local codes, building and/or developer requirements. Tellerline
operations, back office space design, electrical, HVAC, plumbing, security
system, exterior design and/or development, and building construction details is
the responsibility of architect.
Costs of any construction, construction supervision, land surveyors,
engineering, landscaping, fixtures, furnishings, models or prototypes are
outside the scope of this project and are not included.
Original concept presentation boards remain the property of SMG. Copies can be
made available for Client's use and billed to Client at cost. Client agrees to
allow photography and/or videotape to be taken at SMG's expense. Still
photography, videotapes and/or samples relating to project may be used by SMG
for promotional purposes.
3. The sum of $11,250 or 25 % of the Project Fee is due from Client to SMG upon
project approval. The balance of the Project Fee, plus any additional costs, is
due and payable as follows:
$16,875 or 37.5% of the Project Fee due upon completion of plan drawings
$16,875 or 37.5% of the Project Fee due upon completion of elevation and
cabinetry drawings
4. Alterations or changes represent work performed or to be performed by SMG in
addition to the original project description stated in paragraph 1. Any such
alterations or changes shall be confirmed in writing by SMG, except that SMG's
invoices to Client may include, and Client shall be obligated to pay, additional
fees or expenses verbally authorized by Client to process work promptly. Client
shall offer SMG the first opportunity to make any such alterations or changes.
5. Client knows and understands that SMG will contract for certain project
support services, and in so doing, SMG has relied on the promises of Client as
set forth herein.
6. If Client terminates or cancels the project without cause, Client shall
immediately reimburse SMG for any and all project expenses as of the date of
termination or cancellation, and for the full Project Fee due as of the date of
termination or cancellation.
ESTIMATED PROJECT COMPLETION
7. SMG estimates that the following phases shall be completed at the following
estimated times:
Deliverable Estimated Completion Date
Store Design May 15, 2000 (all drawings complete)
Completion dates are estimated by SMG and predicated in part on timely receipt
of all information and materials to be supplied by Client. If work is postponed
at the request of Client, SMG will provide to Client new estimated completion
dates within ten (10) working days of the resumption of the postponed work.
Every attempt will be made by SMG to meet the estimated completion dates, but
unforeseen or unavoidable delays not caused by SMG shall not constitute a breach
of this Agreement. A progress payment in the amount of one-half (1/2) of the
next scheduled Project Fee shall be made by Client for each such delay not
caused by SMG, which exceed forty-five (45) days.
TERMS AND CONDITIONS
8. Conditioned on Client's payment of the applicable portion of the Project Fee,
Client shall have the following rights in and to the creations, designs and
production materials of SMG:
For Use As Futurus Financial Services, Inc. Marketing Support Services
For The Territory One (1) retail site location
For The Time Period Unlimited
Each component of the deliverables for store design, fixture design, and
merchandising graphic design is owned and copyrighted by SMG and is for use only
by Client. Attribution or credit of these deliverables belongs solely to SMG.
The information, contained in these deliverables is intended for use only by
Client and only at Client's first retail location. Distribution or reproduction
of these deliverables or any portion of these deliverables without SMG's prior
written consent is strictly prohibited. Client's retail interior space may not
be photographed or videoed, except by Client for Client's sole use, without
SMG's prior written consent. There shall be no use in whole or in part of any of
these deliverables for any purpose other than that which is provided to Client
under the terms of the Project Agreement.
If Client wishes to make any additional usage of SMG's creations, designs, and
production materials, Client agrees to first seek written permission from SMG
and to make such payments to SMG as are agreed to between Client and SMG at that
time. If Client and SMG are unable to agree on such payments, there shall be no
additional usage.
9. SMG shall receive a credit, acknowledgment or indication of attribution with
usage, public relations, and/or promotion.
10. Any and all liabilities that occur during or as a result of the execution of
the project which are not the result of gross negligence by SMG shall be the
responsibility of Client. Client also agrees to indemnify and hold harmless SMG
against any and all claims, costs and expenses, including attorney's fees, due
to matter included in the project at the request of Client for which no
copyright permission or privacy release was requested or obtained, or for usage
which exceeds the uses allowed by any such permission or release.
11. Client and SMG, respectively, warrant that any signature to this Agreement
on their behalf is competent and authorized to execute this Agreement on their
behalf and on behalf of Client's and SMG's respective agents, employees, and
associates.
12. With the sole exception of the Mutual Nondisclosure Agreement dated NOVEMBER
18TH, 1999, which is incorporated by this reference, this Agreement contains the
entire agreement between the parties hereto. This Agreement may be modified, if
at all, only in writing executed by both parties, which refers expressly to this
Agreement. The waiver of a term or condition of this Agreement shall not
constitute or be interpreted as a future waiver of any such term or condition.
Except as expressly contained in the Mutual Nondisclosure Agreement and this
Agreement, each party hereby covenants, warrants and acknowledges to the other
party that it in no way relied on any other inducement, promise, representation
or inference made by any other party.
13. This Agreement and all matters pertaining to the validity, construction,
enforcement, interpretation or effect of this Agreement shall be governed by and
construed under the laws of the State of California.
14. If any party to this Agreement institutes a lawsuit against any other party
to this Agreement to enforce or interpret any term of this Agreement, the
prevailing party in the dispute or lawsuit shall be entitled to collect its
reasonable attorneys' fees, costs and expenses as part of any dispositive
decision, order or judgment.
15. Because of the unique nature of the services to be rendered, this Agreement,
and any duties or obligations hereunder, shall not be assignable by Client or
SMG without the prior written consent of the other. Subject to this provision
regarding assignment, this Agreement shall be binding on the legal
representatives, successors, and assigns of Client.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
Futurus Financial Services, Inc.
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Title President and C.E.O.
The Compass Group
dba Xxxxx Marketing Group
By /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Title President/Chief Executive Officer
