AGREEMENT
October 1, 2004
When signed by you, this document (the "Agreement") will memorialize the
agreement between CIRTRAN CORP. ("CTC") and TRANSACTIONAL MARKETING PARTNERS,
INC. ("TMP") concerning TMP's consultation services to CTC. Individually CTC and
TMP shall be known as a "Party," and collectively as the "Parties."
1. Subject to the terms of this Agreement, CTC hereby retains TMP to use TMP's
commercially reasonable efforts to arrange meetings for CTC with TMP's
contacts and to provide strategic planning advice.
2. The Initial Term of this Agreement shall be six months, beginning October
1, 2004 and concluding March 31, 2005. The Initial Term shall be
automatically extended for successive six month periods (the "Renewal
Terms"), unless either Party gives written notice of its intent not to
renew by at least thirty (30) days before the expiration of the Initial
Term or any Renewal Term. CTC may terminate this Agreement at any time
without cause upon thirty (30) days written notice.
3. As compensation for its efforts, CTC will pay TMP a commission (the
"Commissions") of ten (10%) percent of all Net Proceeds received from
business brought to it ("New Business") by TMP without deductions of any
kind whatsoever except for unrecouped Advances (as described below). The
Commissions shall be paid within fifteen (15) calendar days following the
end of the month in which Net Proceeds from New Business was received.
Payments of Commissions shall be accompanied by reports describing the
manner in which Commissions were calculated. Business shall be deemed New
Business if TMP introduced the entity to CTC or if TMP brought to CTC an
entity which CTC had previously known but with which CTC had not
consummated an agreement. "Net Proceeds" shall mean the payments actually
received by CTC from the New Business (net of returns, discounts and
rebates) from which is subtracted costs of sales (including cost of goods
sold and commissions payable). This payment obligation shall survive for a
period of twelve (12) months after the termination of the Agreement;
provided that the payment obligation shall cease immediately upon a
termination due to a material breach by TMP. Commission rates can be
modified on a case-by-case basis with the agreement of both parties.
4. CTC shall pay TMP $7,500.00 during each of the first three months of the
Initial Term, the first such payment due by October 20, 2004 and the other
two payments due by the 20th of the following two calendar months. These
payments shall be counted as a fully recoupable (from Commissions), but not
refundable, advance (the "Advance") against Commissions.
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5. Neither Party shall assign its rights or obligations as described herein
without the written consent of the other Party; provided that CTC can
assign its rights and obligations to the successor to its business in
connection with a merger, consolidation or sale of substantially all of its
assets.
6. Rights and obligations as described herein shall inure to the benefit of
the Parties' successors or assigns.
7. All disputes arising out of this Agreement which are not resolved by
agreement between the Parties shall be submitted to final and binding
arbitration before the American Arbitration Association in the city closest
to the defendant's main place of doing business.
8. This Agreement shall be governed by the laws of the State of Utah, without
regard to the principles of conflict of law.
9. From time to time, TMP may incur expenses in the course of its work for
CTC. TMP agrees to give advance notice of an estimation of these expenses.
Should CTC approve any such expenditures in advance, then it will reimburse
them, together with any reasonable overruns, within fifteen (15) business
days of its receipt of a report of the expenses, which will be accompanied
by receipts.
10. The Parties hereby warrant that they are free to enter into this Agreement
and that doing so does not violate the rights of any third party.
11. TMP agrees that it will not at any time during the Initial Term or Renewal
Term of this Agreement or during the period of twelve (12) months
thereafter, directly or indirectly, influence or attempt to influence any
customer of CTC to terminate or modify any written or oral agreement or
course of dealing with the Company nor take any other action that is
intended to adversely affect CTC's relationship with its customers. TMP
acknowledges that CTC's pricing and business methods are proprietary to it
and TMP shall keep secret and retain in strictest confidence, and shall not
use for its own benefit or that of others, such proprietary information of
CTC.
12. CTC agrees to hold TMP harmless and to defend TMP and its owners,
directors, officers, employees, consultants and representatives against any
claims, judgments, settlements, awards or fines levied against it by reason
of any action taken by CTC in the exercise of rights and/or obligations
described herein.
TMP agrees to hold CTC harmless and to defend CTC and its owners,
directors, officers, employees, consultants and representatives against any
claims, judgments, settlements, awards or fines levied against it by reason
of any action taken by TMP in the exercise of rights and/or obligations
described herein.
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13. Nothing contained herein shall be construed as evidence that TMP and CTC
are partners or joint venturers, and neither party shall have authority to
represent or bind the other to any agreement. The Parties are, with respect
to this Agreement, independent contractors.
14. Any communication required or permitted pursuant to this Agreement shall be
deemed to have been given if it is delivered by hand, Federal Express (or a
similar service), fax (subject to confirmation of receipt), registered or
certified mail with return receipt requested. If sent to CTC, it shall be
addressed as follows:
If to CTC:
CirTran Corporation
0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
Phone: 000.000.0000
Fax: 000.000.0000
Attention: Xxxxx X. Xxxxxxxx
If to TMP:
Transactional Marketing Partners, Inc.
0000 Xxxxx Xxxx Xxxx., Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Phone: 000.000.0000
Fax: 000.000.0000
Attention: Xxxx Xxxxx
15. This Agreement constitutes the entire agreement between CTC and TMP and
shall not be modified other than in writing.
CIRTRAN:
By: /s/ Xxxxx X. Xxxxxxxx
Its: President
TRANSACTIONAL MARKETING PARTNERS, INC.
By: /s/
Its:
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