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EXHIBIT 10.7
AGREEMENT FOR LEGAL SERVICES
This Agreement is made effective as of June 27, 2000, by and between America's
Senior Financial Services, Inc. of 0000 XX 0xx Xxx, Xxxxx 0, Xxxxx Xxxxxx, XX
00000, and Xxxx Xxxxxx, Esq., 0000 XX 000xx Xxxxxx, Xxxxxxxx Xxxxx, XX 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "ASME", and the party who will be providing the services shall
be referred to as "Attorney Xxxxxx".
Attorney Xxxxxx has a background in Licensed Attorney, Florida Bar; general
practitioner with experience in corporate matters and litigation and is willing
to provide services to AMSE based on this background.
AMSE desires to have services provided by Attorney Xxxxxx.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on June 20, 2000, Attorney Xxxxxx will
provide the following services, (collectively the "Services"): The Attorney
shall provide specific legal services to AMSE as need arises and is identified
by the Company. These legal services shall include negotiation of certain
accounts payable, settlement of certain claims to be identified by the Company,
and litigation management when necessary.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Attorney Xxxxxx shall be
determined by Attorney Xxxxxx. AMSE will rely on Attorney Xxxxxx to work as
many hours as may be reasonably necessary to fulfill Attorney Xxxxxx'x
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 forfieture 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. NEW PROJECT APPROVAL. Attorney Xxxxxx and AMSE recognize that Attorney
Xxxxxx'x Services will include working on various projects for AMSE. Attorney
Xxxxxx shall obtain the approval of AMSE prior to the commencement of a new
project.
5. TERM/TERMINATION. This Agreement shall terminate automatically upon
completion by Attorney Xxxxxx of the Services required by this Agreement.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Attorney
Xxxxxx is an independent contractor with respect to AMSE, and not an employee
of AMSE. AMSE will not provide fringe benefits, including health insurance
beneifts, paid vacation, or any other employee benefit, for the benefit of
Attorney Xxxxxx.
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7. CONFIDENTIALITY. Attorney Xxxxxx recognizes that AMSE has and will have
the following information:
- future plans
- business affairs
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of AMSE. Attorney Xxxxxx agrees that
Attorney Xxxxxx will not at any time or in any manner, either directly or
indirectly, use any Information for Attorney Xxxxxx'x own benefit, or divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of AMSE. Attorney Xxxxxx will protect the
Information and treat it as strictly confidential. A violation of this
paragraph shall be a permitted under this Agreement.
8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provision of this
Agreement shall remain in full force and effect after the termination of this
Agreement.
9. 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 Xxxxx
CEO
0000 XX 0xx Xxx
Xxxxx 0
Xxxxx Xxxxxx, XX 00000
Consultant:
Xxxx Xxxxxx, Esq.
Xxxx Xxxxxx
Attorney 0000 XX 000xx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000
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.
10. 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.
11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
12. 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 as so limited.
13. 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.
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14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Florida.
America's Senior Financial Services, Inc.
By: /s/ 6/27/00
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America's Senior Financial Services, Inc.
CEO
Xxxx Xxxxxx, Esq.
By:
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Xxxx Xxxxxx, Esq.
Attorney
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