Exhibit 10.20
MULTI-MEDIA/CORPORATE IMAGING AGREEMENT
This Agreement is hereby entered effective this 18th day of October 2001 between
Adzone Research Inc. (OTC BB: ADZR) the ("Client"), Xxxxx X. Xxxxx the
("Member").
RECITALS
Client is retaining Member for the completion of two phases. Phase One:
Create Multimedia Website, Corporate Imaging and Web Mercial ("New Product")
and Please Two: Assist Client in the and marketing of New Product, make
reasonable effort to organize, produce and supervise corporate imaging and
advertising as approved by Client. To complete both Phase I and Phase II it
is mutually agreed the total cost ("The Fee") of Three Hundred and Seventy
Thousand Dollars ($370,000) may be satisfied by cashiers check or Four
Hundred Thousand Dollars ($400,000) in freely tradable securities in Client's
common stock priced at the closing price the day of issuance. The stock or
cash shall be delivered monthly and is earned once delivered.
With respect to providing the services, Members agree to make itself
available for reasonable amounts of time and upon, reasonable notice, devote
reasonable and good faith attention to Client's needs. Specific assignments,
however, will be mutually agreed upon and may incur additional fees to the
Client but not over the cost of $500 with out prior consent from Client. It
is understood that Members do not perform investment advisory services and/or
advise any person or entity to buy or sell the Client's stock. Members are
providing bona fide services and are not in connection with the offer or sale
of securities in a capital raising transaction, and do not directly or
indirectly promote or maintain a market for the Client's securities.
"Statement of Work" which is attached, provides a descriptive outline of the
"New Product".
1. INDEPENDENT CONTRACTOR STATUS
Members are acting as an independent contractor, and not as an employee or
partner of the Client. As such, neither party has the authority to bind the
other, nor make any unauthorized representations on behalf of the other.
2. COMPENSATION, PHASE ONE
Prior to beginning Phase One, (see "Statement of Work", attached), At
Client's election, Client agrees to compensate Members $34,000 in form of
cashiers check or 1,200,000 freely tradable shares in Clients stock. Upon
satisfactory completion of Phase One, the client will file for additional
shares and will be required to deliver additional shares until project is
complete and debt is satisfied. In addition, the Client shall reimburse
Members for it's out-of-pocket expenses related to or regarding its efforts
on behalf of the Client for including, but not limited to, telecommunication,
travel, third-party advertising, production costs, postage and mail
processing. It is mutually agreed by both parties that Members need Clients
approval for expenses over $250.
3. PAYMENT
Within five (5) business days of the signing of this Agreement, Client agrees
to deliver to Members the initial sum of $34,000 or 1,200,000 freely tradable
securities to begin Phase One of this Agreement. If Client is paying with
freely tradable securities, Client agrees that, when received by Members, the
above described freely tradable shares shall be nonrefundable regardless of
the circumstances, whether foreseen or unforeseen upon execution and delivery
of this Agreement. Client further acknowledges and agrees that freely
tradable shares are earned by Members: (1) upon Client's execution and
delivery of the Agreement and prior to the provision of any service
hereunder, (2) its part, by reason of Members' agreement to make its
resources available to serve Client and (3) regardless of whether Client
seeks to terminate this Agreement prior to Members' delivery of any services
hereunder. If Client tales any action to terminate this Agreement or to
recover any consideration paid or delivered by Client to Members other than
by reason of Members' gross negligence or willful misconduct, Members shall
be entitled to all available equitable remedies, consequential and incidental
damages and reasonable attorneys' fees and costs incurred as a result
thereof, regardless of whether suit is filed and regardless of whether Client
or Members prevail in arty such suit. Client also agrees to hold member
harmless and indemnify him from any and all legal recourse. The Member is an
independent consultant accepting stock for services. It is understood by the
client that the consultant will liquidate his position at will and is not
responsible for share price.
Members request the shares to be issued as follows:.
1,200,000 to Xxxxx X. Xxxxx
Once Client has proofed all work to be error free, any changes made after
final Proof will result in additional cost. Pricing could be nominal but
could escalate if Client presents many add/deletes. It is strongly
recommended that Client carefully review all final proofs prior to "signing
off".
4. CANCELLATION
This agreement may be cancelled by AdZone Research, Inc, at any time with no
further payments due or earned to Xxxxx Xxxxx.
IN WITNESS WHEREOF the parties, hereto have entered into this Agreement on
the date first written above.
If the foregoing is agreeable please indicate your approval by, signing and
dating below and returning by fax or mail.
Signed: /s/ Xxxxxxx Xxxxxxx
Dated: 10-16-02
Title: CEO
Company: AdZone Research, Inc.
Signed: /s/ Xxxxx X. Xxxxx
Dated: 10/16/02
Xxxxx X. Xxxxx
Member
(ATTACHMENT)
"Statement of Work"
Below are the detailed services associated with performing Phase One and Phase
Two as agreed to in this contract.
PHASE ONE
* Due Diligence
* Design review
* Story Board
* Gather content
PHASE TWO
* Co-create Marketing Plan
* Assist in the dissemination and marketing of "New Product"
* Organize, produce arid supervise corporate imaging
* Advertising and marketing of "New Product
* Story Board Web mercial; 30 - 60 seconds in length
* Logo
* Assist in marketing and domestic and global
* Organize, produce and supervise corporate imaging
