SERVICE AGREEMENT
THIS AGREEMENT made this 3 day of April, 2001, between
Corporate Ventures Network (hereinafter referred to as
"Consultant") with a principal address of 00000 Xxxxx Xxxx.
#000, Xxxxxxxx Xxxxx, Xx. 00000 and Xxxxxxxxxxx.xxx, Inc..
(hereinafter referred to as "Company") with a principal address
of 0000 Xxxxxxxxxx Xxxxx Xxxxx 000X, Xxxxx Xxxxxxx, Xx. 00000.
WHEREAS, CONSULTANT is engaged in the business of providing
consulting services for corporate development and is a qualified
supplier of corporate development consulting services to
companies in the community; and,
WHEREAS, COMPANY is engaged in the business of providing
business to business internet services and is a qualified
supplier of business internet services to businesses in the
community.
WHEREAS, the parties have determined that it would be to their
mutual advantage to cooperate and coordinate certain areas of
their business.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, CONSULTANT and COMPANY
hereby agree as follows:
1. SERVICES OF CONSULTANT
CONSULTANT agrees to provide COMPANY with the following services:
A. Assist in the implementation of the Company's corporate
business plan.
i. Over see work of in-house accounting
ii. Input in-house accounting work into a consolidated
format using general accepted accounting principles.
iii. Assist in the development of the corporate
financial goals.
iv. Over see implementation of the corporate financial
goals
v. Prepare work of in-house accounting for CPA firm
vi. Work with CPA firm to make corporate books ready
for audit by a SEC qualified accountant.
vii. Update and revised corporate business plan as
needed.
B. Assist in the development of Xxxxxxxxxxx.xxx's corporate
and internet presence
i. Develop corporate image package to include company
logo, business cards, brochures, letterheads and
stationery.
ii. Assist in the development of the company's
business to business internet presence.
iii. Develop internet business to assist
Xxxxxxxxxxx.xxx in the fulfillment of it's business
plan.
2. RESPONSIBILITIES OF CONSULTANT
All services provided pursuant to this agreement by CONSULTANT
will be performed by employees, officers and independent
contractors of CONSULTANT. CONSULTANT shall be solely
responsible for their compensation and for compliance with
government requirements and regulations relating to the
operation of its agreement.
CONSULTANT shall be solely responsible for the training,
qualification, skill certification, if any, conduct and work of
its employees and officers. However, CONSULTANT assumes no
liability for any of its independent contractors.
3. DUTIES OF COMPANY
COMPANY agrees to provide CONSULTANT the facilities, amenities,
and miscellaneous support and supplies described below, to be
used and occupied by CONSULTANT during regular business hours
for the purposes listed in paragraph 1.
The Facilities shall be composed of:
A. Sufficient interior facilities to be used by
CONSULTANT to perform services listed in paragraph 1.
B. The facilities shall be made available to
CONSULTANT at any time during the term of this agreement.
In the event that unanticipated and/or unavoidable
circumstances would require the use, on an infrequent
basis, the parties will use their best efforts to
communicate a rescheduling .
Company shall also provide the following amenities and support
to CONSULTANT:
A. The use of photocopying and other office equipment;
B. Miscellaneous office supplies
C. Restroom facilities;
D. Parking for CONSULTANT vehicles;
E. Cooperation of COMPANY's management.
F. Office staff to facilitate and assist in furnishing
the required corporate information
G. Miscellaneous equipment as requested by
CONSULTANT's personnel.
4. CHANGES IN APPLICABLE LAW
In the event that a change in applicable laws, statutes, or
regulations of the Department would render this Agreement
illegal, or if either party is advised by a written opinion of
counsel that the Agreement poses a significant risk that it
could be determined to be illegal, following a change in laws,
or of their likely implementation, then the parties shall have
the right to renegotiate the Agreement to bring into compliance
with the law or to terminate the Agreement upon Fifteen (15)
days written notice to the other party.
5. COMPENSATION OF CONSULTANT
CONSULTANT shall be paid for the services rendered at a Annual
Base Rate of $50,000. (Fifty thousand dollars). Payments of
$2083.33 (Two thousand eighty three dollars and thirty three
cents) shall be due and made on a bimonthly basis on the 15th
day of the 30th of the month. Payments shall be made to Xxxxxxx
Xxxxxxxx. If any payments shall not have been paid within ten
(10) days after it becomes due, Company shall pay a late fee of
twenty -five ($25.00) plus interest on any such delinquent
payment at the highest rate allowed by law. Base Rate does not
include printing, supplies, artwork or logo design.
6. EXPENSES
COMPANY will reimburse the Consultant for expenses incurred in
the performance of the obligations of the Consultant which
expenses include but not necessarily limited to postage,
duplication of materials, printing, service fees for
distributing the information, pre-approved travel expenses by
the Company, long distance charges, conference calls, mailing
company presentations etc. The cost bills will be paid upon
receipt. If any charges or cost bills shall not have been paid
within ten (10) days after it becomes due, Company shall pay a
late fee of twenty -five ($25.00) plus interest on any such
delinquent payment at the highest rate allowed by law.
7. REPRESENTATIONS OF THE COMPANY
The information and documentation provided to the Consultant
from the Company concerning the business of the Company shall be
updated and kept current by the Company. The Company warrants
and represents that he information and material provided is
accurate and current until upgraded by the Company. The Company
acknowledges that the Consultant is reliant upon the
documentation and information provided.
8. UTILITIES
COMPANY shall provide adequate incoming and outgoing telephone
connections for use by CONSULTANT. COMPANY shall also provide
adequate electrical service to operate any equipment required by
CONSULTANT to perform duties listed in para. 1.
9. NOTICES
All notices to be given hereunder shall be in writing and shall
be given either personally or by certified mail, return receipt
requested, and directed to the respective party at such party's
address as set forth in the first paragraph of this Agreement or
to such other address as such party shall give to the other
party by notice in accordance with this section. Computation of
all applicable time periods for providing notice will begin upon
receipt of such notice.
10. RELATIONSHIP
The relationship of CONSULTANT to Company shall be that of
INDEPENDENT CONTRACTOR, and not that of employer-employee.
CONSULTANT shall be free to exercise its independent judgment as
to the time and manner in which it may perform the services
required under this Agreement, subject to the terms and
conditions hereof.
11. ASSIGNMENT
This Agreement shall not be assigned in whole or in part by
either party, without the express written consent of the other
party.
12. FURTHER ASSURANCES
Both parties shall execute this instrument and do such further
acts as may be necessary to carry out the intent and purpose of
this Agreement.
13. GENDER
Whenever the context may require any pronouns to be used in this
Agreement, it shall include the corresponding masculine,
feminine, or neuter forms, and the singular form for nouns and
pronouns shall include the plural and vice versa.
14. INDEMNIFICATION
Each party to this Agreement agrees to indemnify and hold
harmless against any and a claims, damages, expenses and costs,
including, without limitation, extra contractual damages, court
costs, attorneys fees, punitive and exemplary damages resulting
from arising out of its acts or omissions under this Agreement,
or the acts or omissions their respective employers or
independent contractors.
15. ATTORNEY'S FEES
In the event a default or breach of this Agreement occurs by
either party in observance or performance of any term or
covenant of this agreement, the prevailing party shall
indemnified by the other party for all expenses or obligations,
including, but not limit to, reasonable attorney's fees and
cost incurred in the instituting, prosecuting, appealing or
defending of any action or proceeding related to such default
or breach of contract.
16. TERM
This Agreement shall remain in force for a period of One (1)
year from the Effective Date, unless otherwise terminated in
accordance with its terms. This Agreement shall be
automatically renewed for an additional one year term unless
either party notified the other party of its intent to cancel
within (30) days of the end of the initial terms any subsequent
term under this section. Either party may terminate this
agreement with or without cause, upon (30) days prior written
notice to the other party. Said notice must be served either
personally or by certified mail, return receipt request postage
prepaid.
17. ENTIRE AGREEMENT, MODIFICATION, WAIVERS
This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof and
supersedes prior and contemporaneous agreement (except those
contemplated hereunder), understandings, negotiations and
discussions whether oral or written, of the parties and there
are no warranties, representations agreements between the
parties in connection with the subject matter hereof, except set
forth or referred to herein. No supplement modification of
waiver of termination of this Agreement or any provision hereof
shall be binding unless executed in writing by the parties to be
bound thereby. No waiver of any of the provisions of this
Agreement shall constitute a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
18. SEVERABILITY
The invalidity or unenforceability, in whole or in part, of any
covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word of any provision of
attachment to this Agreement, shall not affect the validity or
enforceability of the remaining portions of the Agreement.
19. AUTHORITY TO CONTRACT
Each party to this Agreement represents and warrants that he or
it, as the case may be, is authorized to enter this Agreement
and to be bound by the terms of it.
20. CONSTRUCTION
This Agreement shall be governed by construed in accordance with
the laws of the State of Florida, and the State of Florida, and
the regulations promulgated by the Department of Professional
Regulation of the State of Florida.
IN WITNESS WHEREOF the parties have executed this Agreement as
of the day and year set forth in the first paragraph of this
Agreement above.
/s/ Xxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxx
__________________________ ___________________________
Xxxxxxxxxxx.xxx, Inc. Corporate Ventures Network
Xxx Xxxxxxx - President Xxxxxxx Xxxxxxxx - President
__________________________ ___________________________
Witness Witness
