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EXHIBIT 10.6
MARKETING AGREEMENT
This Agreement is made effective as of July 10, 2000, by and between America's
Senior Financial Services, Inc. of 0000 XX 0xx Xxxxxx, Xxxxx 0, Xxxxx Xxxxxx,
XX 00000, and Wall Street Financial, 000 Xxxxx Xxxxx Xxxx 000, Xxxxxxxxx
Xxxxxxx, XX 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Amse", and the party who will be providing the services shall
be referred to as "Wall Street".
Wall Street has a background in the creation and maintenance of an extensive
e-mail advertising database network which operates 24 hours a day and has the
capacity to deliver an "awareness" message to over 20,000,000 e-mail addresses.
This database will be used to distribute an advertising piece that should
create a general awareness of Amse and the company's role in the expanding
Reverse Mortgage Industry. It is expected that the campaign will cause
potential borrowers to click through to Amse's web sites, creating interest in
Amse's Reverse Mortgage products and generating on-line applications and/or
additional names for Amse's database of potential mortgage customers. Wall
Street represents that it has the aforementioned expertise, and is willing to
provide services to Amse based on this background.
Amse dealers to have services provided by Wall Street.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on July 10, 0000, Xxxx Xxxxxx will
provide the following services, (collectively the "Services"); will set up a
database mailing program for Amse that targets 20,000,000 e-mail addresses and
makes over 100,000 contacts daily for a period of six months. In addition, the
consultant will advise Amse as to the form and content of the advertising
pieces, and from time to time will recommend changes as necessary to keep the
marketing campaign fresh.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Wall Street shall be
determined by Wall Street. Amse will rely on Wall Street to work as many hours
as may be reasonably necessary to fulfill Wall Street's obligations under this
Agreement.
3. PAYMENT. AMSE will pay a fee to Attorney Xxxxxx based on $0.30 per share
for the Services. This fee shall be payable upon monthly invoicing by Attorney
Xxxxxx, and the "fee" shall cover the legal services provided, estimated at up
to 40 hours per month for a period of twelve months, payable in the Company's
common stock calculated at .30 cents per share, regardless of market price. The
shares will be issued subject to Rule 144 but registered on an upcoming SB2
registration statement, subject to a reasonable leakage agreement, once free
trading. Upon signing of this contract, a total of 120,000 shares will be issued
against the performance of this contract, subject to forfeiture if the contract
is not completed. Upon termination of this Agreement, payments under this
paragraph shall cease; provided, however, that Attorney Xxxxxx shall be entitled
to payments for periods or partial periods that occurred prior to the date of
termination and for which Attorney Xxxxxx has not yet been paid.
4. EXPENSE REIMBURSEMENT. Wall Street shall pay all "out-of-pocket" expenses,
and shall not be entitled to reimbursement from Amse.
5. TERM/TERMINATION. This Agreement shall be effective for a period of 180
days and shall automatically renew
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for successive terms of the same duration, unless either party provides 90 days
written notice to the other party prior to the termination of the applicable
initial term or renewal term.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Wall Street
is an independent contractor with respect to Amse, and not an employee of Amse.
Amse will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of Wall Street.
7. INDEMNIFICATION. Wall Street agrees to indemnify and hold Amse harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgements that may be asserted against Amse that result from the acts or
omissions of Xxxx Xxxxxx, Xxxx Xxxxxx'x employees, if any, and Wall Street's
agents.
8. CONFIDENTIALITY. Wall Street recognizes that Amse has and will have the
following information:
- products
- prices
- future plans
- business affairs
- customer lists
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of Amse. Wall Street agrees that Wall
Street will not at any time or in any manner, either directly or indirectly,
use any information for Wall Street's own benefit, or divulge, disclose, or
communicate in any manner any Information and treat it as strictly
confidential. A violation of this paragraph shall be a material violation of
this Agreement.
9. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Wall Street has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Amse shall be entitled to an injunction to restrain Wall Street from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Amse shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
10. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this
Agreement shall remain in full force and effect after the termination of this
Agreement.
11. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addressed as follows:
Company:
America's Senior Financial Services, Inc.
Xxxxxx X. Xxxxx
CEO and President
0000 XX 0xx Xxxxxx
Xxxxx 0
Xxxxx Xxxxxx, XX 00000
Consultant:
Wall Street Financial
Xxxxxx Xxxxxx
CEO
000 Xxxxx Xxxxx Xxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000
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Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to
be written, construed, and enforced at so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Florida.
America's Senior Financial Services, Inc.
By: /s/ 7/11/00
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America's Senior Financial Services, Inc.
Wall Street Financial
By: /s/ Xxxxxx Xxxxxx 7/9/00
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Wall Street Financial
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