EXHIBIT 10.3
XXXXXXXXXX ASSOCIATES
000 X. Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 o Phone &F ax 000-000-0000 o
xxxx@xxxx.xxx
July 7, 2003
Xxxxxx Xxx
American IDC Corp.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
ENGAGEMENT LETTER
Dear Xx. Xxx:
This engagement letter shall serve to set forth the terms upon which Xxxxxxxxxx
Associates ("SA") will render to American IDC Corp. ("AIDC") certain management
services. On the basis of discussions held between SA and AIDC, SA agrees to
manage and to assist in providing the Company, the following:
MANAGEMENT SERVICES. SA shall act as AIDC's manager.
o SA shall develop and implement plans and programs for the expansion of
AIDC's products and services, assist in any corporate structuring, and help
improve the corporate image. This will include its matcmaking websites and
related businesses, as well as its marketing activities.
o TERM. The management relationship shall commence upon the execution of this
engagement letter and shall automatically renew annually, unless cancelled
by either party with 30 days advance written notification.
COMPENSATION. SA will receive the following items of compensation for the
services rendered hereunder. The terms of compensation can be altered with the
written approval of both parties.
o AIDC shall pay SA $8,000.00 (eight thousand) a month retainer that will
include payment for his graphic designers and programmers.
o AIDC has issued to Xxxxxx Xxxxxxxxxx 2,000,000 common shares issued under
144 for the sale of his half of XxXxxxxxXxxx.xxx, including all
intellectual property, website copy, business plans and related property.
The sale also included all website domains owned by Xxxxxxxxxx that relate
to online dating and contain the component "match", and:
o AIDC shall issue an additional 1,000,000 common shares issued under 144 as
founders stock.
o AIDC shall issue to Xxxxxx Xxxxxxxxxx 300,000 common shares under S-8 for
work done for AIDC prior to this agreement
EXPENSES. Out of pocket expenditures, production costs and AIDC overhead
expenses are in addition to the retainer.
o INDEMNITY.
1. AIDC agrees to indemnify and hold SA and its employees, officers,
directors, agents, attorneys, and accountants free and harmless from any
liability, cost and expense, including attorney's fees, in the event of a
material breach of any of the SA's representations and warranties contained
herein.
2. SA agrees to indemnify and hold harmless AIDC and its employees,
officers, directors, agents, attorneys, and accountants free and harmless
from any liability, cost and expense, including attorney's fees, in the
event of a material breach of any of the AIDC's representations and
warranties contained herein.
o CHOICE OF LAWS AND ARBITRATION. This agreement shall be construed pursuant
to the laws of the state of California. Any controversy arising thereunder
shall be resolved by arbitration pursuant to the rules of the American
Arbitration Association.
o INDEPENDENT CONTRACTOR. SA shall act as an independent contractor and not
as an employee of American IDC.
o CONFIDENTIALITY. Each party agrees that during the course of this
Agreement, information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to, product and
business plans, software, technical processes and formulas, source codes,
product designs, sales, costs and other unpublished financial information,
advertising revenues, usage rates, advertising relationships, projections,
and marketing data ("Confidential Information"). Confidential Information
shall not include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of the
public domain through a source other than the receiving party, (b) was
known to the receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party , or (d) is subsequently
learned from a third party not under a confidentiality obligation to the
providing party.
o ASSIGNABILITY. This agreement is not assignable by either party without the
consent of the other.
AGREED TO AND ACCEPTED this 7th day of July, 2003
Xxxxxxxxxx Associates American IDC Corp.
/s/ Xxxxxx Xxxxxxxxxx July 7, 2003 /s/ Xxxxxx Xxx
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By: Xxxxxx Xxxxxxxxxx By: Xxxxxx Xxx.
Its: Sole Proprietor Its: President & CEO
