INDEPENDENT CONTRACTOR'S
INSTALLATION & SERVICE AGREEMENT
This Independent Contractor's Agreement ("Agreement") is made this eleventh day
of April, 1997, by and between:
Accident Prevention Plus, LLC, ("APP") whose primary address is 000 Xxxxxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, and
Darien Partners Investments, Inc., an independent contractor ("Contractor")
whose primary address is SBN-BHD #15 Xxxxx, XX0/0, Sime UEP Industrial Park,
East Xxxxxxx, Xxxx, Selancor, Malaysia. The Contractor will purchase 4.9% equity
in APP for US$2,500 as well as the consideration of the mutual conditions made
herein, as follows:
Article 1.
Term of Agreement
This Agreement will become effective on April 11, 1997, and will continue in
effect according to the terms and conditions specified under Article 6 Paragraph
6.1 of this Agreement.
Article 2.
Services to be Performed by Contractor
2.1. Specific Services. Contractor agrees to perform vehicular installations
and maintenance thereafter, for the APP family of products that have
been mutually agreed to as described in the "Installation Manual"
provided by APP.
Contractor agrees to perform the services specified in the `Description
of Services" attached to this Agreement as Exhibit A and incorporated
herein by this reference.
2.2. Method of Performing Services. Contractor will abide by all
installation and maintenance procedures outlined in APP's Installation
Manual". Contractor will also offer expertise as to the best method,
details, and means of performing the above-described services.
2.3. Employment of Assistants. Contractor may, at Contractor's own expense
and with subsequent written approval from APP, employ or subcontract
additional employees or companies as deemed necessary to perform the
services required by the terms and conditions of this Agreement.
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Article 3.
Compensation
3.1. Per Diem Compensation.
See Exhibit B.
3.2. Date for Payment of Compensation. For services rendered under this
Agreement, APP agrees to pay Contractor the sum set forth in Section
3.1 of this Agreement upon an itemized completion of work report with a
daily signed verification from the end user that the installation has
been performed in a satisfactory manner.
Article 4.
Obligations of Contractor
4.1. Minimum Amount of Service. Contractor agrees to devote as much time
that is required for the performance and timely completion of the
above-described services. Contractor may represent, perform services
for, and be employed by such additional clients, persons, or companies
as Contractor, in Contractor's sole discretion, sees fit provided that
the nature of the business does not conflict with that of APP.
4.2. Hours During Which Services May be Performed. Contractor agrees to
perform the above-described services at mutually acceptable locations
during mutually agreeably hours which could also include evenings and
weekends.
4.3. Tools and Instrumentation. Installation Kits will be purchased by the
End User from APP for the installation. Contractor will be required to
utilize these kits and will supply all additional tools and
instrumentation required to perform all services under this Agreement.
4.4. Worker's Compensation. Contractor agrees to provide worker's
compensation insurance for Contractor's employees and agents and agrees
to hold harmless and indemnity APP from any and all claims arising out
of any injury, disability, or death of any contractor's employees or
agents. In the event of any malfunction of systems under Article 2,
Contractor will hold APP harmless from any claims from end user due to
faulty installations or erroneous maintenance work.
4.5. Assignment. Neither this Agreement nor any duties or obligations under
this Agreement may be assigned by contractor without the subsequent
written consent of APP.
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Article 5.
Obligation of APP
5.1. Cooperation of APP. APP agrees to comply with all reasonable requests
of Contractor necessary to the performance of Contractor's duties under
this Agreement.
5.2. Furnished Materials. APP agrees to provide installation manuals and
initial instruction. Manuals will be provided in native language if
necessary. If not, English, French or Spanish will prevail. Periodic
training seminars will also take place at various locations to be
announced. A toll-free 24 hour technical hotline will also be
available.
5.3. APP's limited warranty for all supplied components and materials to
Contractor will apply for a period of one year.
Article 6.
Termination of Agreement
6.1. Termination Upon Notice. Notwithstanding any other provisions of this
Agreement, either party hereto may terminate this Agreement at any time
by giving ninety (90) days written notice to the other party. Unless
otherwise terminated as provided herein, this Agreement shall continue
in force until the services provided for herein have been fully and
completely performed. In the event that Contractor terminates service,
obligations do exist from Contractor to perform service work within
seven (7) calendar days on previously installed systems that have not
exceeded the Contractor's ninety (90) day installation warranty. This
will be free of all charges.
6.2. Termination on Occurrence of Stated Events. This Agreement shall
terminate automatically on the occurrence of (l) bankruptcy or
insolvency of either party; (2) sale of the business of either party;
or (3) assignment of this Agreement by either party without the express
written consent of the other party.
6.3. Termination by APP for Default of Contractor. Should Contractor default
in the performance of this Agreement or materially breach any of its
provisions, APP, at APP's option, may terminate this Agreement by
giving fourteen (14) days written notification to Contractor. For the
purpose of this paragraph, material breach of this Agreement shall
include, but not limited to, untimely completion of installation per
schedule, poor workmanship, and non flexible working hours.
6.4. Termination by Contractor for Default of APP. Should APP default in the
performance of this Agreement or materially breach any of its
provisions, Contractor, at Contractor's option, may terminate this
Agreement by giving fourteen (14) days written notification to APP. For
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the purpose of this paragraph, material breach of this Agreement shall
include inability to provide installation manuals and support.
6.5. Termination for Failure to Make Agreed-Upon Payments. Should APP fail
to pay Contractor all or any part of the compensation set forth in
Paragraphs 3.1 and 3.2 of this Agreement on the due date, Contractor,
at Contractor's option, may terminate this Agreement if the failure is
not remedies by APP within thirty (30) days from the date payment is
due.
Article 7
General Provisions
7.1. Contractor will not at any time, in any form or manner, either directly
or indirectly divulge, written or verbal, disclose or communicate to
any person, firm, or corporation any information relating to the
business of APP as all information concerning APP are deemed
"Proprietary".
7.2. This agreement shall be enforced under the laws of the State of New
York, United States of America.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxxxx
----------------------- -------------------------
Signature - Date Darien Partners Invest., Inc. - Date
Xxxxx Xxxxxxx - President Xxxxx Xxxxxxxxxx - Managing
Dir.
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Exhibit A
Description of Services
Contractor will perform all services pertaining to vehicular installations as
outlined:
I. APP SERIES
A. Installation and wiring of all sensors.
B. Installation of on board recorder.
C. Training.
D. Servicing as needed
II. FIMS
A. Installation of the Vehicle Unit
B. Configuration of the Vehicle Unit.
C. Installation of the Driver Unit.
D. Installation of the Tank Inlet Antenna.
E. Servicing as needed
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EXHIBIT B
PER DIEM COMPENSATION
Manager Time US$33.00 per hour
Straight Time Labor US$22.50 per hour
Travel Time .21 per mile
Consumable & job related items Charge back
Accommodations (if necessary) Prior arrangement
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AMENDMENT TO INDEPENDENT CONTRACTOR'S
INSTALLATION SERVICE AGREEMENT
THIS AMENDMENT TO INDEPENDENT CONTRACTOR' S INSTALLATION & SERVICE
AGREEMENT is entered into this 28th day of October, 1998 by and between Accident
Prevention Plus, Inc., a Nevada corporation ("APP") and Darien Partners
Investments, Inc., a __________ corporation ("Darien").
RECITALS
WHEREAS, Darien and Accident Prevention Plus, LLC, a limited liability
company ("APP LLC") had entered into an Independent Contractor's Installation
and Service Agreement dated April 11, 997 (the "Service Agreement") whereby
Darien was granted a 4.9% ownership interest in APP LLC in consideration for the
performance of certain duties;
WHEREAS, on October 28, 1998, Accident Prevention Plus, Inc. ("APP")
was formed under the laws of the State of Nevada, and APP and Darien entered
into an agreement (the "Exchange Agreement") whereby Darien agreed to exchange
either its equity membership interest or right to equity membership interest in
APP LLC for shares of restricted common stock of APP.
WHEREAS, in accordance with the terms and provisions of the Exchange
Agreement, on October 28, 1998, 795,000 shares of common stock of APP were
issued to Darien to be commensurate with a 4.9% ownership interest in APP LLC
pursuant to the terms and provisions of the Service Agreement: and
WHEREAS the board of directors of APP approved the issuance of such shares of
stock to Darien by resolution dated October 28, 1998;
WHEREAS, the parties hereto desire to memoralize the terms and
provisions for such issuance of shares of common stock of APP.
NOW, THEREFORE, for and in consideration of the covenants atid promises
set forth below, the parties agree as follows:
1. Darien agrees to accept the issuance of 795,000 restricted shares of
common stock of APP in exchange for its 4.9% ownership interest in APP LLC. and
that such stock certificate issued shall be dated as of October 28, 1998;
2. Darien is aware that the shares of common stock are not being
registered under the Securities Act of 1933, as amended. Atlantic understands
that the shares of common stock are being issued in reliance on the exemption
from registration provided by Section 4(2) thereunder. Darien represents and
warrants that: (a) the shares of common stock are being acquired solely for
Darien's own account, for investment purposes only, and not with a view to or in
connection with, any resale, distribution, subdivision or fractionalization
thereof, and (b) Darien has no agreement or other arrangement, formal or
informal, with any person to sell, transfer or pledge any of the shares of
common stock or which would guarantee to Darien any profit, or protect Darien
against any loss with respect to the shares of common stock, and Darien has no
plans to enter into any such agreement or arrangement. Darien understands that
it may be required to bear the economic risk of this investment for an
indefinite period of time because there is currently no trading market for the
shares of common stock and the shares of common stock cannot be resold or
otherwise transferred unless applicable state securities laws are complied with
(which APP is not obligated to do) or exemptions therefrom are available.
3. The issuance of 795,000 shares of common stock of APP to Darien
shall be valued at $0.00 for an aggregate valuation of $795.00 as of October 28,
1998.
4. The terms and provisions of the Service Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
dates indicated below to be effective as of the date first above written.
ACCIDENT PREVENTION PLUS, INC.,
A Nevada corporation
Date: 1/07/00 By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
DARIEN PARTNERS INVESTMENTMENTS, INC.
A _____________ corporation
Date: 1/13/00 By: ???????????????
