EXHIBIT 10.1
MANAGEMENT AGREEMENT
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AGREEMENT made this 15th day of March 2005 ("Agreement") by and between EVOLVE
ONE, INC., a Delaware corporation ("Evolve"), with offices located at 0000 Xxxxx
Xxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, and Diversifax INC., a
Delaware corporation ("DFAX"), with offices located at 00 Xxxxxxxxx Xxx., Xxxxxx
Xxxxxx X.X., 00000.
WHEREAS, Evolve is a diversified holding company that develops and operates
Internet and direct retail marketing companies;
WHEREAS, DFAX operates its business at the above location and has facilities,
personnel, equipment, e-commerce, telecommunications and other technology
capacities at such location; and
WHEREAS, Evolve desires to expand its business operations and requires a New
York facility and presence and is desirous of using the facilities, personnel,
equipment and capacities at the above location through a management arrangement
with DFAX, and DFAX is willing to provide the same to Evolve for the
consideration hereinafter provided;
NOW, THEREFORE, for and in consideration of the mutual agreements expressed
herein and other good and valuable consideration, Evolve and DFAX do hereby
agree as follows:
1. Recitals. The above recitals are true, correct and herein incorporated by
reference.
2. Engagement. Evolve hereby engages DFAX to manage the operations of Evolve in
the New York metropolitan area from such a location upon the terms and
conditions hereinafter set forth.
3. Facilities and Services. DFAX agrees to provide the following services,
facilities and personnel to Evolve:
(a) Use and deployment of approximately 2500 square feet of DEFAX's business
premises located at 00 Xxxxxxxxx Xxx., Xxxxxx Xxxxxx X.X.
(b) The services on a part-time basis of 7 persons currently employed by DFAX
for approximately 100 hours per week. In addition Dfax will hire additional
personnel at it's own expense.
(c) Equipment, hardware and software of DFAX including, without limitation,
Computers, phone system, merchandise handling equipment and security equipment.
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(d) Utilities and overhead. Electrical, housekeeping, sanitation and related
services required to function at the above facility;
4. Term. The term of this Agreement shall be for six months from the date
hereof. Either party may terminate this Agreement on ten days' written notice
prior to the end of the initial term of this Agreement. Thereafter, unless
either party objects in writing, this Agreement will be renewed for successive
six-month terms on the same terms and conditions unless otherwise agreed to by
the parties in writing.
5. Compensation. In consideration for the management services and facilities
provided by DFAX to Evolve for the initial six-month term of this Agreement,
there shall be issued to DFAX 2,900,000 (two million nine hundred thousand)
shares of common stock of Evolve (the "Shares"). Evolve agrees to provide
piggyback registration rights with respect to the Shares at the cost and expense
of Evolve. In the event the price of the common stock of Evolve on the six-month
anniversary date hereof is below $0.15 per share, Evolve shall issue to DFAX
additional shares of its common stock so that the Shares provided to DFAX shall
be equal in value to $435,000.00. For purposes of evaluating the common stock to
be issued by Evolve hereunder, the value shall be determined based on the
closing price of Evolve's common stock on the six-month anniversary date of this
Agreement. In addition Diversifax shall receive 10% of the total amount of the
monies received as a result of their efforts with regard to auctions being
completed from accounts they have brought to Evolve one Inc's subsidiary
Xxxxxxxxxxxx.xxx. Payment will be made in cash and or stock, according to
Diversifax's direction. If in stock, then, the amount of stock will be based on
the average price of Evolve One Inc.(EVLO) for the previous 5 days of the month
being billed. In the event this management agreement is cancelled by Evolve, the
compensation to Dfax, shall not be diminished.
6. Independent Contractor Status. DFAX shall be deemed an independent contractor
hereunder, and nothing in this Agreement shall be construed to make DFAX an
employee or agent of Evolve or to constitute Evolve and DFAX as joint venturers
or partners.
7. Notice. Any notice required or permitted to be given under the terms of this
Agreement shall be sufficient if in writing and if sent postage prepaid by
registered or certified mail, return receipt requested; by overnight delivery;
by courier; or by confirmed telecopy to the addresses set forth above.
8. Waiver. Unless agreed in writing, the failure of either party, at any time,
to require performance by the other of any provisions hereunder shall not affect
its right thereafter to enforce the same, nor shall a waiver by either party of
any breach of any provision hereof be taken or held to be a waiver of any other
preceding or succeeding breach of any term or provision of this Agreement. No
extension of time for the performance of any obligation or act shall be deemed
to be an extension of time for the performance of any other obligation or act
hereunder.
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9. Governing Law. This Agreement shall become valid when executed and accepted
by each party. The parties agree that it shall be deemed made and entered into
in the State of New York and shall be governed and construed under and in
accordance with the laws of the State of New York.
10. Entire Agreement. This Agreement constitutes the entire agreement between
Evolve and DFAX relating in any manner to the subject matter of this Agreement.
No prior agreement or understanding pertaining to the same shall be valid or of
any force or effect, and the covenants and agreements herein cannot be altered,
changed or supplemented except in writing signed by Evolve and DFAX.
11. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision, or par thereof, of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision in any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. If any court
determines that any provision of this Agreement is unenforceable because of the
duration or scope of such provision, such court shall have the power to reduce
the scope or duration or such provision, s the case may be, and, in its reduced
form, such provision shall then be enforceable.
The parties acknowledge that each has read all of the terms of this Agreement
and agrees to abide by its terms and conditions.
EVOLVE ONE, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
DIVERSIFAX, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
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