EXHIBIT 10.71
CONTRACT
This Agreement is made and entered into this 18th day of July 2001, by and
between Heartsoft, Inc. (HTSF), located at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx
Xxxxx, Xxxxxxxx 00000 and The Xxxxx Group, Inc. (Xxxxx), located at 00000 X. Xxx
Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000.
Whereas HTSF desires to retain XXXXX and XXXXX agrees to provide its specialized
services to HTSF for a period of six (6) months ending January 18, 2002.
Now therefore, in consideration of the promises and mutual covenants and
agreements the parties agree as follows:
1. HTSF appoints XXXXX to provide its services for a six (6) month period but
can be cancelled any time after the second month with thirty (30) days
written notice of cancellation by HTSF.
2. During the term of its retention, XXXXX agrees to provide financial public
relations, which duties will include, but not necessarily be limited to:
2.1 Disseminating information about (HTSF) to the investment community
at large, through the preparation of company and industry reports
and that inclusion of HTSF on MCNN's publications and radio
broadcasts.
2.2 Assisting with the company's financial public relations and helping
create an investor awareness program. Xxxxx will assist HTSF in
deploying the investor program and will field investor questions on
behalf of HTSF.
2.3 Assisting in the introduction of the following:
2.3.1 Broker Syndication
2.3.2 Market Making
2.3.3 Investor Groups
2.4 Rendering advice with regard to internal operation and structure,
including:
2.4.1 Formation and implementation of corporate goals.
2.4.2 The company's financial structure, its divisions and
subsidiaries.
2.4.3 Corporate organization and personnel.
2.5 Rendering advise with regard to corporate finance matters,
including:
2.5.1 Changes in capitalization of the company.
2.5.2 Redistribution of shareholding of the company's stock.
2.5.3 Offerings of securities in public and private
transactions.
2.5.4 Structure and use of debt.
3. COMPENSATION
HTSF agrees to pay the full compensation to XXXXX in the following manner:
3.1 Upon execution of this Agreement, shares of restricted stock
will be issued immediately to the Xxxxx Group, Inc.
3.2 Upon execution of the Agreement, and additional shares of
restricted stock will be placed in escrow for a 60-day period. At
HTSF's option, this escrow will be closed and these shares
transferred to the Xxxxx Group, Inc. at the beginning of the third
month as payment for the last four months of this six (6) month
contract. HTSF agrees to provide the Xxxxx Group "piggy back rights"
in all shares issued for payment of services.
3.3 In addition, starting on the third month and continuing for the next
three months, HTSF will pay the Xxxxx Group a cash payment of $
(totaling $ for four months).
3.4 The Xxxxx Group will do its best to raise $250,000.00 of additional
investment for HTSF and if its successful, a fee equal to % of
the funds raised will be paid by HTSF to the Xxxxx group at closing.
3.5 Reimbursement of any out of pocket expense incurred by XXXXX that
exceeds DOLLARS in a calendar month. (Note: HTSF must approve
any individual out of pocket expense that exceeds dollars.
4. INDEMNIFICATION
4.1 HTSF hereby agrees to indemnify and hold XXXXX harmless to the
maximum extent permitted by applicable law and the by-laws of HTSF,
against all loses, claims, liens, damages, liabilities, costs,
charges and expenses, including, without limitation, the costs of
investigating, preparing, defending or settling any action, suit,
claim or proceeding or threatened action, suit, claim or proceeding,
whether civil, criminal, administrative or investigative, including,
without limitation, attorney's fees, incurred or sustained by XXXXX
in connection with (i) any misrepresentation of HTSF herein or
breach of any covenant of HTSF, and (ii) any suit, action, claim or
proceeding to which it is, or may be made, party by reason of its
being a party to and performing under this Agreement; provided
however, that any action, suit, claim or proceeding shall not be a
result of XXXXX finally adjudicated negligence or willful
misconduct. If Xxxxx is required to act on HTSF's behalf under the
provisions of this agreement, it will be done so only with the
express written consent of HTSF. Without such consent, Xxxxx will
not be authorized to act on behalf of HTSF.
4.2 XXXXX hereby agrees to indemnify and hold HTSF, it officers,
employees, directors, shareholder and agents (collectively "HTSF
Indemnities") harmless to the maximum extent permitted by applicable
laws against all losses, claims, liens, damages, liabilities, cost,
charges and expenses, including, without limitation the costs of
investigating, preparing, or defending any action, suit, claim or
proceeding or threatened action, suit, claim or proceeding, whether
civil, criminal, administrative or investigative, including without
limitation, attorney's fees, incurred or sustained by any HTSF
Indemnity in connection with (i) any misrepresentation of XXXXX
herein or breach of any covenant of XXXXX, and (ii) any such action,
suit, claim or proceeding, to which it is, or may be made, a party
by reason of XXXXX negligence of willful conduct in the performances
of its Services under the Agreement.
5. MISCELLANIOUS
5.1 Notices
All notices, requests, consents and other communications required or
permitted to be given hereunder, shall be in writing and shall be
deemed to have been duly given if delivered by registered or cert.
First class mail, postage paid (notices dent by telegram or mailed
shall be deemed to have been given on the date sent), to the parties
at their respective address herein above set forth or to such other
address as either party shall designate by notice in writing to the
other in accordance herein.
5.2 Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the local laws of the State of Arizona applicable to
all agreements made and performed. This Agreement shall be governed
in all respects and for all purposes by the laws of the State of
Arizona and the Courts of State of Arizona shall have jurisdiction
to enforce any Order of award obtained in arbitration. If any
provision of this Agreement shall be declared void or against public
policy, such provision shall be deemed severed from its Agreement
and the remaining provisions shall remain if full force and effect
and unmodified.
5.3 Entire Agreement
This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supercedes
all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by any party that is not
embodied in this Agreement, and no party shall be bound by or liable
for any alleged representation, promise or inducement not so set
forth.
5.4 Assignability
This Agreement, and the various parties' rights and obligation
hereunder may not be assigned without the written permission of the
other party.
5.5 Amendment
The Agreement may be amended, modified, supersede, renewed or
extended and the terms or covenants hereof may be waived, only by
written instrument executed by all parties hereto who are thereby
affected, or in the case of a waiver, by the party waiving the
compliance. No superseding instrument, amendment, modification,
cancellation, renewal or extension hereof shall require the consent
of any person other than the parties hereto. The failure by any
party at any time or times to require performance of any provision
hereof shall in no matter affect the right at later time to enforce
the same. No waiver by either party of the breach of any term or
covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or
a waiver of the breach of any other term or covenant contained in
this Agreement.
5.6 Termination
This Agreement may be terminated by either party for any reason by
providing the other party with thirty (30) days written notice after
the (2nd) month.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the day
and year first above written.
For: The Xxxxx Group, Inc. For: Heartsoft, Inc.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxxx Xxxxx, Xx.
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Chairman of the Board CEO
