Exhibit 10.1
MULTIMEDIA/CORPORATE IMAGING AGREEMENT
DATED DECEMBER 7, 2001
MULTI-MEDIA/CORPORATE IMAGING AGREEMENT
This Agreement is hereby entered effective this 7th day of December 2001 between
Dimensional Vision Inc. (OTCBB: DVUI) the ("Client"), Xxxxx X. Xxxxxxxx and
Xxxxx X. Xxxxx (the "Members").
RECITALS
Client is retaining Members for the completion of two phases. PHASE ONE: Create
Multimedia CD ROM, Corporate Imaging and Marketing Material ("New Product") and
PHASE TWO: Make reasonable effort to assist Client to organize, produce and
supervise corporate imaging as approved by Client. To complete both PHASE ONE
and PHASE TWO it is mutually agreed the total cost (the "Fee") of Three Hundred
and Fifty Thousand Dollars ($350,000) may be satisfied by cashiers check or
Three Hundred and Fifty Thousand Dollars ($350,000) in shares of common stock of
Client ("Shares") registered with the Securities and Exchange Commission ("SEC")
on Form S-8 representing 5,000,000 Shares priced at $.07 per Share (bid price
the day of this Agreement). It is understood that if the Share price falls below
$.07, Client will deliver additional Shares to compensate for decreased Share
price for a period of six months from the date of this Agreement. It is also
understood that if the Share price increase above $.07 per Share, Members shall
return to Client any remaining Shares for a period of six months from the date
of this Agreement. Both Client and Members agree that payment for these services
will be made in four (4) installments as described herein.
With respect to providing the services, Members agree to make themselves
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 independent contractors, and not as employees 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 $87,500 in form of cashiers check
or 1,250,000Shares registered with the SEC on Form S-8. In addition, the Client
shall reimburse Members for their 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. Upon completion of PHASE ONE, Client agrees to deliver to
Members an additional $87,500 or 1,250,000 Shares registered with the SEC on
Form S-8.
3. COMPENSATION, PHASE TWO
Prior to beginning PHASE TWO, (see "Statement of Work," attached), at Client's
election, Client agrees to compensate Members $87,500 in form of cashiers check
or 1,250,000 Shares registered with the SEC on Form S-8. Upon completion of
PHASE TWO, Client agrees to make final payment of $87,500 or 1,250,000 Shares
registered with the SEC on Form S-8 prior to product being delivered to Client.
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4. PAYMENT
Within five (5) business days of the signing of this Agreement, Client agrees to
deliver to Members the initial sum of $87,500 or 1,250,000 Shares registered
with the SEC on Form S-8 to begin PHASE ONE of this Agreement. If Client is
paying with registered Shares, Client agrees that, when received by Members, the
above-described Shares shall be validly issued and outstanding, fully paid and
nonassessable and will not be subject to any liens or encumbrances and shall be
nonrefundable regardless of the circumstances, whether foreseen or unforeseen
upon execution and delivery of this Agreement. Client further acknowledges and
agrees that the 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) in 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 takes
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 any such suit.
If Client is paying with Shares, within five (5) business days following the
signing of this Agreement, Client shall issue the initial 1,250,000 shares
equally to Members as follows:
625,000 to Xxxxx X. Xxxxxxxx; and
625,000 to Xxxxx X. Xxxxx.
Upon satisfactory completion of PHASE TWO, Client will sign "satisfaction of
work" form (delivered to Client upon completion of PHASE TWO). Once Client has
proofed all work to be error free, any changes made will result in additional
costs. It is strongly recommended that Client carefully review all final proofs
prior to signing "satisfaction of work" form. Once Members have received final
payment, within five (5) business days, Members will deliver finished product to
Clients, at Members expense.
5. MISCELLANEOUS.
a. EXPENSES. Each party hereto shall bear their own expenses incurred
pursuant to this Agreement except as otherwise specifically set forth herein.
b. ENTIRE AGREEMENT. This Agreement, together with the Schedules and
Exhibits referred to herein which are incorporated herein by this reference, and
the agreements referred to herein, shall constitute the entire agreement between
the parties hereto with respect to the transactions contemplated hereby.
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c. CONSTRUCTION. The parties hereto agree that this Agreement shall be
construed in accordance with the laws of the State of California without giving
effect to its principles of conflicts of laws. The parties irrevocably consent
to the jurisdiction of the courts of the state of California, county of Orange
for resolution of any and all claims and disputes arising out of this Agreement.
d. INVALID PROVISIONS. If any provision hereof is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable. This Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance wherefrom. Furthermore,
in lieu of such illegal, invalid or unenforceable provision there shall be added
automatically by the Company as a part hereof a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and legal,
valid and enforceable.
e. NUMBER AND GENDER OF WORDS. When the context so requires in this
Agreement, words of gender shall include either or both of the other genders and
the singular number shall include the plural.
f. ASSIGNMENT. This Agreement shall be binding upon the parties hereto,
their successors and assigns, and prior to the Closing Date shall not be
assignable without the express written consent of all parties hereto.
g. AMENDMENTS. This Agreement may be amended only by a written agreement
executed by all of the parties hereto.
h. NOTICES. Any notice, request, instruction, or other document required by
the terms of this Agreement, or deemed by any of the Parties hereto to be
desirable, to be given to any other Party hereto shall be in writing and shall
be given by facsimile, personal delivery, overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the following addresses:
To: "Client" Dimensional Visions Incorporated
Attention: Xxxx X. XxXxxxxxx, President
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
To: "Members" Xxxxx X. Xxxxxxxx
0000 X. Xxxxxxx Xxxxxx X-0000
Xxxxxxx, XX 00000
Xxxxx X. Xxxxx
0000 X. Xxxxxxx Xxxxxx X-0000
Xxxxxxx, XX 00000
With a copy to: Xxxx Xxxxxxx Xxxxxxxxx, LLP
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Fax: 949/000-0000
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The persons and addresses set forth above may be changed from time to time
by a notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given seven business days
after deposit thereof in the United States mail.
i. AUTHORITY. Each party executing this Agreement warrants his authority to
execute this Agreement.
j. COUNTERPARTS. This Agreement may be executed in several counterparts and
it shall not be necessary for each party to execute each of such counterparts,
but when all of the parties have executed and delivered one of such
counterparts, the counterparts, when taken together, shall be deemed to
constitute one and the same instrument, enforceable against each party in
accordance with its terms.
k. FACSIMILE SIGNATURES. The parties hereto agree that this Agreement may
be executed by facsimile signatures and such signatures shall be deemed
originals. The parties further agree that within ten days following the
execution of this Agreement, they shall exchange original signature pages.
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/ Xxxxx X. Xxxxxxxx Signed: /s/ Xxxx X. XxXxxxxxx
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Dated: December 10, 2001 Dated: December 10, 2001
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Xxxxx X. Xxxxxxxx Title: President
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Member Company: Dimensional Visions
Incorporated
Signed: /s/ Xxxxx X. Xxxxx
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Dated: December 10, 2001
----------------------------
Xxxxx X. Xxxxx
----------------------------
Member
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(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 CDROM
* Gather content
* Travel for Photo shoot and video production
* One-page corporate fact sheet (blocks of 1,000) insert for case
* Building of Mini CD ROM Business Cards (blocks of 1,000) specific to one
product (Additional cards can be produced)
* Label inserts for DVD Cases (blocks of 1,000)
* Silk-Screen (blocks of 1,000) CD ROMS
* Burning of CD ROM (blocks of 1,000)
Attachment I of II
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PHASE TWO
* Co-create Marketing Plan
* Assist in the dissemination and marketing of "New Product"
* Organize, produce and supervise corporate imaging
* Advertising and marketing of "New Product"
* BUILD OF CORPORATE FACT SHEET
* Story Board Webmercial; 30 - 60 seconds in length
* Create CD Cover
* Create Logo
* Create Insert Sleeve
* Create Multimedia CD ROM to include Flash Application (blocks of 1,000)
* Assist in marketing and distribution; domestic and global
* Organize, produce and supervise corporate imaging
Attachment II of II
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