Exhibit 10.2 Agreement with Xxxx Xxxxx
THIS AGREEMENT MADE AS OF THE
14th Day of August, 2001
BETWEEN: Xxxx Xxxxx, an Individual having an office located at 000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 000 Xxxxxxxxx Xxxxx, Xxxxxxx 00000-0000 (hereinafter referred to
as "the Vendor")
and
National Beauty Corp., a company duly incorporated pursuant to the laws of the
State of Nevada and having an office located at 0000 X. Xxxxxxxxxx Xxxx.
Xx.Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "NBEU")
WHEREAS NBEU is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.
AND WHEREAS THE VENDOR has reviewed the attached Appendices and is desirous of
performing the stated tasks for NBEU.
AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendices upon the terms and
conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The Appendices attached hereto and marked as Appendix A, B and C
respectively are integral parts of this Agreement and the duties therein
stated are binding upon the parties hereto.
2. Upon execution of this Agreement THE VENDOR shall immediately commence:
a) Construction and hosting of an interactive web-site for NBEU to
describe the business of NBEU, in accordance with the provisions of
Appendix B;
b) Development of a database which will house all contact information and
perform specialize tasks relating to NBEU clients and vendors in
accordance with the provisions of Appendix B;
3. The term of this Agreement shall be Six (6) MONTHS from the date of
execution hereof.
4. NBEU hereby grants THE VENDOR the right to assign any or all of its
obligations incurred hereunder to any entity which is an affiliate of THE
VENDOR and by this Agreement does hereby consent to any said Assignment
upon THE VENDOR advising NBEU of said assignment in writing to NBEU's
address for service noted herein and that subsequent to said assignment
NBEU's relationship with THE VENDOR is severed in its entirety provided
however that NBEU is in no manner responsible for any further costs or
expenses to said affiliate save and except for those said costs noted in
this Agreement which have not been paid to THE VENDOR.
5. Any reference in this Agreement or the Appendices to "THE VENDOR" shall
include Xxxx Xxxxx, his agents, assigns, successors, employees or any
person acting on their behalf.
6. NBEU acknowledges that THE VENDOR in performing the services noted in the
attached Appendices is relying exclusively upon the information provided it
by NBEU and therefore notwithstanding anything to the contrary herein
contained NBEU acknowledges that it is solely responsible for the
truthfulness of the information provided to THE VENDOR and therefore
completely, wholly and without reservation indemnifies and saves THE
VENDOR, its Officers, Directors, Agents, Employees or Assigns from any and
all liability respecting the performance of THE VENDOR duties herein
including but not restricted to any and all legal fees incurred.
7. Not to restrict the foregone paragraph 5 NBEU further acknowledges that it
has an exclusive duty to review any and all information prepared by THE
VENDOR and therefore any and all errors and/or omissions contained in any
of the services provided NBEU by THE VENDOR are hereby waived in their
entirety and NBEU agrees to be totally and without reservation responsible
for same should they occur and waives any action it can or may have against
THE VENDOR, its Agents, Employees, Directors, Officers or Assigns for any
damage or loss occasioned as a result of any said error and or omission and
further should any damage be occasioned to any third party as a result of
any said error or omission that NBEU fully and completely indemnifies THE
VENDOR, its Directors, Officers, Employees, Agents or Assigns for any and
all said damages including but not restricted to legal fees incurred.
8. THE VENDOR shall have the right hereunder to conduct any investigation of
NBEU or the NBEU products as it deems necessary in order for it to be
assured that NBEU is following the term and the spirit of this Agreement
and in the event that THE VENDOR in the course of its investigation forms
the reasonable belief that NBEU is or may not be able to fulfill its
obligations hereunder (such as not having sufficient inventory available to
satisfy consumer needs or is conducting it's business affairs in a manner
not consistent with the standards and ethics of typical business'
conducting business via an Internet Retail Store) then and in that event
the cost of the investigation shall be borne by NBEU and THE VENDOR shall ,
at its sole option, be entitled to forthwith terminate this Agreement
without Notice or Penalty.
9. This Agreement shall be governed by the laws of the State of Florida and
any court proceedings commenced hereunder shall be commenced and concluded
at the venue of THE VENDOR's direction within the State of Florida and that
should any legal action be commenced by NBEU against THE VENDOR that NBEU
shall provide THE VENDOR with FOURTEEN (14) DAYS Written Notice to THE
VENDOR to select a venue within the State of Florida to commence its action
and should THE VENDOR refuse or neglect to advise NBEU of said venue within
the time period noted herein then and in that event NBEU shall be at
liberty to select its own venue within the State of Florida.
10. THE VENDOR's address for service hereunder shall be in care of THE VENDOR
at Suite 208, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0.
11. NBEU's address for service hereunder shall be 0000 X. Xxxxxxxxxx Xxxx. Xx.
Xxxxxxxxxx, Xxxxxxx 00000
12. Should any provision of this Agreement be ruled invalid, unenforceable or
illegal then and in that event the offending provision shall be struck here
from and be of no further force and effect but that the remainder of this
Agreement shall remain in full force and effect.
13. In consideration of THE VENDOR performing the services noted in the
attached Appendices A, and B NBEU shall pay to Xxxx Xxxxx the greater in
value of One Hundred Thousand (100,000) Shares by way of NBEU Common Stock
to be registered by NBEU on a Form S-8 Registration Statement with the
Security and Exchange Commission. Said shares to be deposited with Xxxx
Xxxxx prior to any services contracted to be provided for NBEU by THE
VENDOR being released to NBEU and in any event on or before September 7,
2001.
14. The parties acknowledge each to the other that this Agreement has been
approved by the NBEU Board of Directors and is a binding Agreement on both
parties as evidenced by the execution hereof by an authorized signatory of
each party.
Xxxx Xxxxx
/s/Xxxx Xxxxx
Authorized Signatory
Xxxxxx Xxxx
National Beauty Corp.
/s/ Xx Xxxx
Authorized Signatory
Appendix A
Details of the website services and construction
The following outline will briefly give an estimate as to how the development
process will be executed.
Stage One: Planning:
During our initial consultation, THE VENDOR will obtain a basic understanding of
the objectives of NBEU and what the company has already accomplished in the
development of their current web presence. Under the direction of NBEU, THE
VENDOR will define the basic goals, and mission behind the project.
After this information gathering session has been completed the following
categories will be outlined with detailed explanation.
o A Schedule for Site Completion
o Basic Site Content
o Technical Arrangements (including photos)
o Site Architecture
o Hosting parameters
Stage Two: Development:
After agreeing and signing thereto development will commence. THE VENDOR will
set aside space on a designated web server, and begin to layout the ideas
and concepts discussed for the NBEU website. NBEU on a timely basis will approve
photographs, illustrations, and Internet architecture. All back end issues will
be addressed, and corrected, and the site is approved by NBEU before final
publication.
Photographs of all products will be taken by vendor under the direction of NBEU.
Stage Three: Implementation
The process of building the website according to its design is called
`implementation'. During this process web designers create hypertext markup
language (HTML), Common Gateway Interface (CGI) programs, Flash Development,
and/or Java scripts and/or applets. The implementation process resembles
software development because it involves using a specific syntax for encoding
web structures or a programming language in a formal language in computer files.
Although there are automated tools to help with the construction of HTML
documents, a thorough grounding in HTML enriches the web implementers'
expertise.
Stage Four: Testing
After THE VENDOR has Implemented the website onto the Internet servers, THE
VENDOR will begin a comprehensive review of aspects and traffic through the site
ensuring that qualified hits will be at optimal levels. Cross platform testing
will commence in this phase. All interactive components in the website will be
subjected to a highly specialized group for pier testing. Testing will allow us
to streamline and optimize the website for maximum efficiency.
Appendix B
Details of the database development
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Development plan
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1. Requirements Analysis
Deliverable:
o System Requirements Document
Description of Deliverable:
The System Requirements Document is a list of functions the new system requires
to perform. All requirements shall be written in terms that are both
quantifiable and testable.
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2. Functional Specification
Deliverable:
o Functional Specification
Description of Deliverable:
The Functional Specification is a description of the proposed system's
functional design in terms of subsystems and modules that will accomplish the
requirements. This will include a description of how the users will use the
system The Functional Specification is independent of implementation technology.
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3. Implementation Design
Deliverables:
o Implementation Design Document
o Test Plan Document
o Project Management Plan Document
Description of Deliverables:
The Implementation Design is a description of how the solution will be
constructed, what underlying technologies are required, and resource sizing
estimates
The Test Plan describes in detail how the new solution will be tested to ensure
conformance to the System Requirements
The Project Management Plan outlines how staff and other resources will be used
to complete the project
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4. Construction and Testing
Deliverables:
o working solution available for functional testing by customer "beta"
o testers first draft of the user documentation
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5. Customer Functional Test
Deliverables:
o running system that has passed the functional test
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6. Installation and Conversion
Deliverable
o solution operating in customer environment
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Database content space is not to exceed 250 Megs of space. If there is more
space needed the Vendors will provide space in 100 mg increments at a cost of
$1000.00 per 100 mg.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
Xxxx Xxxxx National Beauty Corp.
By: /s/ Xxxx Xxxxx By: /s/Xx Xxxx President
Xx Xxxx-President
