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EXHIBIT 10.03
AGREEMENT FOR THE SALE OF PROPRIETARY INTERESTS
This Agreement is dated November 1, 1999 but effective November 22, 1999 by and
between Consumer Data Solutions Corp., a Nevada Corporation, operating from
Dallas, Texas (hereinafter referred to as ("CDS") and xXxxxxxxxx.xxx, Inc., a
Nevada Corporation, operating from Dallas, Texas (hereinafter referred to as
("ETEL").
ACKNOWLEDGEMENTS AND AFFIRMATIONS
All parties acknowledge and affirm that CDS is the exclusive holder of certain
proprietary rights in and to the concept of charging meals and other consumer
oriented goods to proprietary "900" telephone numbers obtained from AT&T by CDS.
Such 900 telephone number as referenced herein, obtained and presently owned by
CDS as of the execution of the Agreement being as follows:
1-900-288-GOOD (4663), 1-900-288-FLOWERS (3569) and 1-900-78-MUSIC (68742).
All parties further acknowledge and affirm that CDS has invested and expended
significant time, expertise and monies in the development of an ongoing
business relationship with AT&T, thereby acquiring, among other proprietary
interests, significant good will with AT&T and within the industry.
All parties further acknowledge and affirm that any and all other telephone
numbers, "900" or otherwise, and any and all other consumer product and services
developed and/or obtained and acquired by CDS from research and work presently
ongoing or instituted or acquired in the future shall always be and remain the
sole exclusive proprietary interests of CDS.
It is further acknowledged and affirmed by all parties to this Agreement that
the purpose of this Agreement is not to be construed by any party to this
Agreement or to be portrayed to any third party extraneous to this Agreement as
the creation of any Partnership by and between the parties to this Agreement.
All parties acknowledge and agree that the partnership interest is created by
this Agreement, and no extraneous understandings have been promulgated or agreed
to by and between the parties.
By the executions of this Agreement CDS and ETEL acknowledge an affirm that this
Agreement constitutes the complete and final expression of the Agreement of the
parties and supercedes all previous Agreements and understandings of the
parties, either oral or written.
It is further acknowledged and agreed that the purpose of this Agreement is for
acquisition by ETEL, its successor corporation, agent's heirs and/or assigns of
certain proprietary interests presently owned by CDS. Towards that purposes and
end, the parties agree as follows:
CDS THEREFORE AGREES AS FOLLOWS:
1. CDS sells, and assigns all its interest in and to that certain telephone
numbers 0-000-000-XXXX (4663), 1-900-288-FLOWERS (3569) and 1-900-78-MUSIC
(68742) relating to Internet usage to ETEL, its successor corporation,
agents heirs, and/or assigns. CDS agrees to take any and all requisite steps
in accordance with this Agreement and only accordance thereto, to effectuate
a transfer of the ownership of all such rights to this proprietary
interests, including but not limited to any such actions required to be
taken with AT&T, and the service bureau, BFD.
2. CDS sells, and assigns 100% of its interest to telephone numbers
0-000-000-XXXX (4663), 1-900-288-FLOWERS (3569) and 1-900-78-MUSIC (68742)
for online consumer purchases to ETEL, its successor corporation, agents,
heirs and/or assigns for the period of 99 years. CDS agrees to take any and
all requisite steps, in accordance with Agreement and only in accordance
thereto, to effectuate a transfer of the ownership of all such rights to
this proprietary interests, including but not limited to any such actions
required to be taken with AT&T, and the service bureau, BFD.
ETEL THEREFORE AGREES AS FOLLOWS:
1. In consideration of the sale of the aforementioned proprietary interest by
CDS to STEL, ETEL agrees to the following:
a. ETEL affirms and agrees to, upon the effective date of this Agreement,
immediately forward by wire, or cashiers check the amount of $2,500.00,
payable to CDS.
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b. ETEL affirms and agrees to pay to CDS based on the payment schedule as
follows:
(1) Payment to CDS by check or by wire for $6,500.00 upon execution of
this agreement for licensing fee, but no later than December 1,
1999.
(2) Licensing fee Payment to CDS by check or by wire for $6,500.00
toward the month of December on or before January 1, 2000.
(3) Licensing fee Payment to CDS by check or by wire for $7,500.00
toward the month of January on or before February 1, 2000.
(4) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of February on or before March 1, 2000.
(5) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of March on or before April 1, 2000.
(6) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of April on or before May 1, 2000.
(7) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of May on or before June 1, 2000.
(8) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of June on or before July 1, 2000.
(9) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of July on or before August 1, 2000.
(10) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of August on or before September 1, 2000.
(11) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of September on or before October 1, 2000.
(12) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of October on or before November 1, 2000.
(13) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of November on or before December 1, 2000.
(14) Licensing fee Payment to CDS by check or by wire for $8,500.00
toward the month of December on or before January 1, 2001.
c. ETEL agrees to pay to CDS for the period of 99 years, 3% of any and all
income, less customary and normal business expenses associated with the
cost of sales, commissions, operational cost, including all overhead
cost associated with 1-900-288-GOOD (4663), 1-900-288-FLOWERS (3569) and
1-900-78-MUSIC (68742) beginning January 1, 2001. Upon the completion
of 99 years from the date of the execution of this Agreement, CDS will
execute, at its expense, any and all documentation necessary for the
transfer of its (CDS's) remainder interest to ETEL, its successor
company, heirs, agents and or assigns.
d. ETEL agrees to pay any and all associated costs and expenses for the
preparation and execution of the set up of proprietary interests from
CDS to ETEL for online transactions for 1-900-288-GOOD (4663),
1-900-288-FLOWERS (3569) and 1-900-78-MUSIC (68742).
e. ETEL agrees to be totally responsible and liable for any and all
expenses and costs associated with the transferred proprietary interests
and hereby indemnifies CDS from any and all expenses, or costs
associated with the same, including but not limited to, charge backs,
transfer fees, operation expenses. ETEL further agrees to fully
indemnify CDS from any and all legal or equitable actions, which may be
taken against CDS, its successor in interests, heirs, agents, and or
assigns, for whatever cause or action with respect to these transferred
proprietary interests.
f. ETEL acknowledges that CDS has maintained a business relationship with
KidCare, Inc. of Houston, Texas in the provision of a portion of the
proceeds from every sales transaction generated on all proprietary lines
of CDS. ETEL agrees to maintain such business relationship with KidCare,
Inc., 0000 Xxxx, Xxxxxxx, Xxxxx 00000 and herein agrees to pay to
KidCare, Inc., not to be attributed as a business expense for purpose
of determination of net income for payment to CDS, a minimum of
twenty-five cents ($0.25) per sales transaction.
g. With respect to the operation and control and all associated expenses
and costs with regards to 1-900-288-GOOD (4663), 1-900-288-FLOWERS
(3569) and 1-900-78-MUSIC (68742), ETEL agrees that it is the sole
responsibility of ETEL. ETEL shall provide copies of monthly accounts
and reconciliations to CDS, beginning thirty days after the initial
online transaction for ETEL with regards to the number and the
distribution of net proceeds therewith.
CDS AND ETEL FURTHER ACKNOWLEDGE AND AGREE THAT:
1. This Agreement is for the benefit of CDS and ETEL and shall be governed by
and construed in accordance with the laws of the State of Texas. Any action
with respect to this Agreement shall be brought within the appropriate court
in the State of Texas.
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2. The parties acknowledge and agree that with respect to any and all
conditions, covenants, requirements, obligations and warranties to be
performed hereto, time is of the essence. The waiver of performance or
satisfaction of timely performance or satisfaction of any condition,
covenant, requirement, obligation or warranty by one party shall not be
deemed to be a waiver of the performance or satisfaction of any other
condition, covenant, requirement, obligation or warranty unless specifically
consented to in writing.
3. If any one or more of the provisions of this Agreement, or the applicability
of any such provision to a specific situation, shall be held invalid or
unenforceable, such provision shall be modified to the minimum excess
necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and
all other applications of any such provision shall not be affected thereby.
4. Prior to the declaration of default by CDS with regards to any and all
conditions, covenants, warranties, requirements, or obligations, written
notice will be provided to ETEL. Except for the payments and sums due upon
execution of this Agreement or in no case later than December 23, 1999, ETEL
will have a thirty (30) day grace period, running from the date of the
notice. If ETEL has not cured such default, or received written consent for
additional time to cure the same, then CDS may declare this Agreement
terminated. Upon such termination, ETEL will execute any and all such
documentation necessary to effectuate the immediate transfer of all such
proprietary interests sold herein back to CDS. Upon notice by CDS to ETEL of
ETEL's default of any and/or all of the conditions, covenants, warranties,
requirements, or obligations all remaining sums due in accordance to this
contract become immediately due and payable to CDS, with interest on such
sums to be applied at the highest rate available in accordance with the law.
Should an action be for breach of this Agreement, CDS will be entitled to
reimbursement for all legal expenses and costs incurred by CDS.
5. The parties affirm and agree that no representations have been made by and
between the parties as to the profitability of the proprietary interests
sold and transferred herein. The parties further agree and affirm that any
and all estimations as to profitability of the same are based solely upon
their own estimations, resources and investigations and none other. ETEL
affirms that in reaching a determination as the purchase of the proprietary
interests sold and transferred herein no reliance has been placed on any
statement or representation made or not made by CDS to ETEL.
6. This Agreement constitutes the complete and final expression of the
Agreement of the parties and supersedes all previous Agreements and
understanding of the parties, either oral or written. This Agreement cannot
be modified, or any of the terms hereof waived, except by and instrument in
writing referring specifically to this Agreement executed by the party
against whom enforcement of the modification or waiver is sought.
7. The parties affirm their Agreement to the binding of any and all of their
respective successors in interest, heirs, and or assigns to each and every
covenant, condition, obligation, requirements, and warranties set forth in
this Agreement, and affirm their authority to bind their respective firms
and entities.
Intending to be legally bound hereby the parties execute this Agreement dated
November 1, 1999.
Consumer Data Solutions, Corp. (CDS) xXxxxxxxxx.xxx, Inc. (ETEL)
/s/ XXXXX X. MAY /s/ XXXX X. XXXXXXX
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Xxxxx X. May, Director Xxxx X. Xxxxxxx, President
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, Director
