EXHIBIT 15
ADVERTISING AGREEMENT
The following terms and conditions
define the Agreement by and between My Personal Salon, Inc., a Delaware
corporation, ("Company"), and Virtual Internet Services, Inc.,
a corporation organized in the state of California ("Agency").
WHEREAS, Agency is an Internet and
telemarketing organization engaged in the business of (a) hosting and
maintaining corporate websites; (b) operating an Internet Yellow Pages directory
at xxx.xxxx.xxx; and (c) soliciting orders for sales of products and services
through telemarketing representatives, and the Agency desires to be appointed to
provide these services to the Company, and;
WHEREAS, the Company is engaged in the
business of providing hair and beauty products and services to consumers, and
the Company is willing to make such appointment;
NOW, THEREFORE, that for and in
consideration of the mutual promises contained herein, the parties hereto agree
as follows:
5)
RESPONSIBILITIES OF AGENCY. Agency is only authorized to act as an agent to:
a) Host
and maintain the Company's website and email at xxx.xxxxxxxxxxxxxxx.xxx , and
b)
Upgrade the design and usability of the Company's website, and
c)
Provide regularly scheduled updates to the website to maintain a unique user
experience, and
d)
Place Company advertising in aggressive rotation throughout targeted areas of
the xxx.xxxx.xxx website, and
e)
Engage in one, one week telemarketing campaign per quarter in behalf of and at
the direction of the Company, and
f)
Provide operational and customer service support for all Internet sales.
6)
COMPENSATION PROVIDED BY COMPANY. For the services, duties and intangibles to be
rendered and performed by the Agency during the Engagement Period, the Company
agrees to pay the Agency as good, valuable and sufficient consideration the
following:
a) The
sum of 668,558 shares of the Company's common stock, subject to piggyback
registration rights pursuant to Section 3 herein. The parties agree that the
value of the shares shall be $50,141.85, and that the transfer of the shares
shall reflect advance payment for the monthly services provided by VIS to the
Company as described in Section 1(a)-(d), and
b) A
sales commission of twenty percent (20%) of all revenue received from the sale
of products and services generated by the telemarketing campaigns, and
c) An
operational and customer support fee of five percent (5%) of all revenue
received from all Internet sales of the products and services.
7) PIGGY
BACK REGISTRATION RIGHTS. Agency is granted piggy-back registration rights on
any Registration Statement filings made by the Company provided, however, that
such piggy-back registration rights shall terminate after the date which is one
year after the date that the first such Registration Statement covering the
Registrable Securities is declared effective by the Commission or such earlier
date when all Registrable Securities covered by such Registration Statement have
been sold or may be sold without volume restrictions pursuant to Rule 144(k)
promulgated under the Securities Act, as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company's transfer agent.
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8) TERMS
OF COMPENSATION. Agency further understands and agrees as follows: (a) that
commissions, at the aforesaid rate, are earned by and payable to Agency only on
orders which were solicited and obtained by Agency,and after receipt by the
Company of payment for said orders from Clients,(b) that such commissions are
earned by Agency on orders which are acceptable and approved by Company, and
Company reserves and is entitled, at its sole discretion, to determine whether
an order is acceptable or whether the same shall be refused and rejected, and
Company shall also be entitled to determine and fix the date of delivery; (c)
that in the event any Client is credited for the return of merchandise upon any
grounds which Company in its sole discretion, determines proper, any commissions
credited or paid to Agency thereon shall be deducted from any and all
commissions thereafter that should become payable to said Agency and any
commission paid, advanced or credited to Agency on accounts which are thereafter
deemed by Company as uncollectible shall be deducted from any commissions
thereafter to be payable to said Agency; (d) that all orders for said products
and services so obtained by Agency shall be sent directly to Company for
acceptance or rejection, and Agency shall have no right or authority to accept
or purport to accept or approve any such order or orders on behalf of Company,
and only after Company has received such order shall it be determined whether
same are acceptable or rejected.
9)
COLLECTION OF ACCOUNTS. Agency agrees that in the event that a Client
account is thirty days or more in arrears, Company has the sole discretion to
close the account and/or to utilize external means to enforce payment of said
account, including the use of collection agencies or litigation. In the event
that external collection means are used by Company, Agency understands and
agrees that it may participate in the collection proceedings or withdraw from
the account under the following terms and conditions: (a) maintain ownership of
the commissions owed by contributing to Company a percentage of collection costs
corresponding to the percentage of commission owed on the project, or; (b)
surrender ownership of commissions due by refusing to contribute to the cost of
collection of the account.
10) ENGAGEMENT PERIOD. That
this Agreement shall commence on the date of its final execution and remain in
effect, (unless earlier terminated under the provisions of this Agreement) on an
ongoing basis for the period of one year.
11) CANCELLATION. That this
Agreement may be terminated only by the mutual consent of both parties. In the
event of any default of any material obligation by or owed by a party pursuant
to this Agreement, then the other party may provide written notice of such
default and if such default is not cured within thirty (30) days of the written
notice, then the non-defaulting party may terminate this Agreement. Upon
termination of the Agreement due to default by VIS, VIS shall transfer, assign
and make available to Company all property and materials in its possession,
subject to Company's payment of all amounts due to VIS, pursuant to Section 4 of
this Agreement.
12) NON-CIRCUMVENTION. Agency
does hereby irrevocably agree not to circumvent, avoid or bypass Company, either
directly or indirectly, in order to avoid payments of fees, or otherwise
benefit, either financially or otherwise, from information supplied to it by
Company, or through any form of relationship with the Company's Clients,
Suppliers or representatives.
13) NON-COMPETITION. During the
term hereof and for a period of one year thereafter, Agency shall not compete,
directly or indirectly with the Company, or interfere with, disrupt or attempt
to disrupt, the relationship, contractual or otherwise, between the Company and
any customer, client, supplier, consultant or employee of the company,
including, without limitation, employing or being an investor (representing more
that a 5% equity interest) in, or officer, director, or consultant to any person
or entity which employs any former key or technical employee whose employment
with the Company was terminated after the date which is one year prior to the
date of termination of the Agency's engagement therewith. Any activity
competitive with an activity engaged in by the Company shall mean performing
services (whether as a consultant, paid or unpaid, employee, officer, director,
partner or sole proprietor) for any person or entity engaged in the business
then engaged in by the Company. It is the desire and intent of the parties that
the provisions of this agreement shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular portion of this
agreement shall be adjudicated to be invalid or unenforceable, this agreement
shall be deemed amended to delete therefrom the portion thus adjudicated to be
invalid or unenforceable, such deletion to apply only with respect to the
operation of this agreement in the particular jurisdiction in which the
adjudication is made.
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14)NONDISCLOSURE. Agency recognizes and
acknowledges that the Company's trade secrets and proprietary information and
processes, as they may exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are essential
to the performance of Agency's duties hereunder. Agency will not, during or
after his term of engagement by the Company, in whole or in part, disclose such
secrets, information or processes to any person, firm, corporation or
association or other entity for any reason or purpose whatsoever, nor shall the
Agency make use of any such property for his own purposes or for the benefit of
any person, firm, corporation or entity under any circumstances during or after
the term of his engagement. These restrictions shall not apply to any such trade
secrets, information, and/or processes that are part of the public domain,
provided that the Agency was not the cause, directly or indirectly, of them
entering the public domain without the Company's consent. Agency agrees to hold
as the Company's property, all memoranda, books, papers, letters, formulas, data
about the Company's clients and/or customers, and all copies thereof and
therefrom, in any way related to the Company's business and affairs, whether
made by him or otherwise coming into his possession, and upon termination of his
engagement with the Company, or on demand made by the Company, at any time, to
deliver and surrender all copies of same to the Company.
15)NOTICES. All communications required
under this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States express,
certified or registered mail, postage prepaid to the corporate headquarters of
Company and the legal mailing address of Agency.
16) Governing Law; Venue.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California, without giving effect to the
principles of conflicts of laws applied thereby. The parties hereby agree
that any disputes arising hereunder shall be brought before any court of
competent jurisdiction sitting in the County of Orange, State of California.
17) ATTORNEY'S FEES AND
LITIGATION COSTS. If any arbitration proceeding or other legal action is brought
for the enforcement of this Agreement, the prevailing party shall be entitled to
recover its reasonable attorney's fees and other costs incurred in such
arbitration proceeding or other legal action, in addition to any other relief to
which it is entitled.
18) ENTIRE AGREEMENT. This
Agreement represents the entire Agreement of the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, understandings,
discussions, negotiations and commitments of any kind. This Agreement may not be
amended or supplemented, nor may any rights hereunder be waived, except in a
writing signed by each of the parties affected thereby.
IN WITNESS WHEREOF, the parties hereto
have executed this Independent Agency Agreement as of the day and year written
below.
| My Personal Salon, Inc.
|
Agency |
| Xxxxxxx Xxxxx, CEO, September 2,
2001 |
Xxxxx Xxxx, Sr. Vice President,
September 2, 2001 |
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