Exhibit 10.4
Services Agreement
1 Parties Involved and the Purpose of Cooperation
This Services Agreement (the "Agreement") is by and between A. T. Xxxxxxx
Business Consulting ("ATMBC") and American Market Support Network, Inc.
("AMSN").
The object of the Agreement is for ATMBC perform the services on behalf of AMSN,
as described below and only as approved by AMSN.
2 Services to be Provided
The services ATMBC shall provide for AMSN shall include, but may not be limited
to: supplying a qualified individual to act as an interim President for AMSN,
management of sales and marketing departments, sales lead generation and closing
of sales, overseeing human resources ,and general office administration. These
duties shall be laid out in more detail by the management of AMSN during the
period ATMBC is contracted by AMSN.
3 Liability
ATMBC shall conduct activities strictly under the conditions that its personnel
are acting in the capacity as contracted service providers to AMSN. Any
activities ATMBC personnel perform in this capacity, that have not been
specifically ordered by AMSN, shall be considered independent acts on ATMBC's
part and AMSN assumes no liability or responsibility related to said activities,
or any consequences related to said activities, or their use or misuse.
4 Anti-Recruiting
Neither AMSN nor ATMBC shall recruit any of the other party's employees or other
affiliated personnel during or for six (6) months after the termination of this
Agreement.
5 Transferring the Agreement Contract to a Third Party
This Agreement cannot be released to a third party (except AMSN's designee)
without written approval of the non-releasing party. This Agreement will be
written in two identical copies, one for both parties involved.
6 The Validity of the Agreement
This Agreement shall be effective July 1, 2002 and continue in full force and
effect until canceled by ATMBC or AMSN through means outlined in this Agreement.
This Agreement can be canceled by either party by giving the other party
twenty-four hours written notice.
7 Financial Information
For the above services, ATMBC will be compensated according to the following
commission schedule.
ATMBC will receive $2,000 monthly retainer starting July 1, 2002. American
Market Support Network does not owe any past compensation to ATMBC or Xxxxx X.
Xxxxxxx.
Ex - 1
ATMBC receives a commission of ten percent (10%) of all net revenues generated
by AMSN, except those from outsourced newsletter campaigns, where ATMBC shall
receive a commission of seven percent of the net revenues after all applicable
fees have been paid to the outside service xxxxxxxx.Xxx revenues is defined as
gross revenues/sales minus any hard costs that AMSN must pay out to other
subcontractors or service providers in order to supply the services sold on
behalf of AMSN to its clients.
ATMBC can choose to be paid either in cash or in stock. The amount of shares
will be determined by dividing the dollar amount owed by the price of stock. The
stock price will be based on the last three day's closing price of our company
stock provided that the stock is already publicly traded. ATMBC can only choose
to receive unpaid compensation in stock if our stock is publicly traded.
8 Miscellaneous
8.1 Notices.
All reports, communications, requests, demands or notices required by or
permitted under this Agreement shall be in writing and shall be deemed to be
duly given on the date same is sent and acknowledged via hand delivery,
facsimile or reputable overnight delivery service (with a copy simultaneously
sent by registered mail), or, if mailed, five (5) days after mailing by
certified or registered mail, return receipt requested, to the party concerned
at the following address:
A.T. Xxxxxxx Business Consulting
X.X. Xxx 0000
Xxxx Xxxxxxx, XX 00000
American Market Support Network
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Any party may change the address to which such notices and communications shall
be sent by written notice to the other parties, provided that any notice of
change of address shall be effective only upon receipt.
8.2 Integration.
This Agreement sets forth the entire Agreement and understanding between the
parties, or to the subject matter hereof and supersedes and merges all prior
discussion, arrangements and agreements between them.
8.3 Amendments.
This Agreement may not be amended or modified except by written instrument
signed by each of the parties hereto.
8.4 Interpretation.
This Agreement shall be construed by and interpreted in accordance with the laws
of the State of Texas, without regard to principles of conflict of law. The
headings given to the paragraphs of this Agreement are for the convenience of
the parties only and are not to be used in any interpretation of this Agreement.
Ex - 2
8.5 Jurisdiction.
The parties hereby (i) agree that the State and Federal courts sitting in the
State of Texas, County of Xxxxxx shall have exclusive jurisdiction in any action
arising out of or connected in any way with this Agreement; (ii) each consent to
personal jurisdiction of and venue in such courts in any such matter; and (iii)
further agree that the service of process or of any other papers with respect to
such proceedings upon them by mail in accordance with the provisions set out in
Article 8.1 hereof shall be deemed to have been duly given to and received by
them five (5) days after the date of certified mailing and shall constitute
good, proper and effective service.
8.6 Severability.
In the event that any one or more provisions of this Agreement shall be held
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
8.7 Waiver.
No failure or delay on the part of either party in exercising any power or right
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No waiver by
either party of any provision of this Agreement, or of any breach of default,
shall be effective unless in writing and signed by the party against whom such
waiver is to be enforced. All rights and remedies provided for herein shall be
cumulative and in addition to any other rights or remedies such parties may have
at law or in equity.
9 Counterparts.
This Agreement may be executed in one or more counterparts, all of which taken
together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this
1st day of July 2002.
/s/ Xxxxx X. Xxxxxxx /s/ Pertti Luhanto
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Xxxxx X. Xxxxxxx for Pertti Luhanto for
A. T. Xxxxxxx Business Consulting American Market Support Network, Inc.
Ex - 3
