EXHIBIT 10.13
-------------
AGREEMENT
This Agreement is made and entered into this 27th day of April, 2001,
by and between FORESIGHT, INC. (hereinafter referred to as "Foresight"), and
PALWEB CORPORATION (hereinafter referred to as "PalWeb").
WITNESSETH:
For and in consideration of the mutual covenants hereinafter contained,
the parties agree as follows:
1. Recitations. Foresight leases the property known as Suites 100, 147
and 200, 0000 XxXxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 (the "Leased Premises") from
Onward, L.L.C. (hereinafter referred to as "Onward"). With Onward's consent,
Foresight has subleased a portion of the Leased Premises to PalWeb for the
office of one of its employees, Xxxxx Xxxxxxx. Additionally, Foresight permits
PalWeb to utilize part of the time of its employees, Xxxxx Xxxxxxxxx and Xxxxxx
Xxxxx, to assist PalWeb in the conduct of its business, and Foresight pays
expenses for telephone, fax, postage, copying and miscellaneous other items that
should be allocated to PalWeb.
The parties have agreed that PalWeb shall pay Foresight a fee
for the services and space provided and expenses incurred, as set forth herein.
2. Agreement. Until this Agreement is terminated, Foresight will (i)
make available to PalWeb a portion of the Leased Premises for one full-time
employee, currently Xxxxx Xxxxxxx; (ii) provide part-time services of its
employee, Xxxxx Xxxxxxxxx, to assist PalWeb in the conduct of its business; and
(iii) pay the expenses of usual and customary office usage for telephone, fax,
copying, postage and miscellaneous other expenses. In consideration therefor,
PalWeb shall pay Foresight monthly the sum of $3,000, effective January 1, 2001,
and on the fifth day of each month thereafter.
3. Termination. This Agreement may be terminated at any time by either
party upon 30 days' written notice to the other.
4. Independent Relationship. Nothing in this Agreement or in the
officing or expense sharing arrangements described herein shall, in any way,
constitute and appoint either party as the agent for the other. Each party is an
independent operating business, having no relationship whatsoever with the
other, and neither party is authorized to enter into any agreement or, in any
manner, bind the other. Each party agrees to indemnify the other from any claims
or liabilities (including attorney's fees, as they are incurred) asserted
against them as a consequence of the actions of the other or any of their
employees.
5. Miscellaneous. It is further understood and agreed as follows:
5.1 Time. Time is of the essence of this Agreement.
5.2 Attorney's Fees. In the event either party hereto files
suit in order to enforce or interpret the terms and provisions of this
Agreement, the prevailing party in such litigation shall be entitled to recover
from the other its reasonable attorney's fees and expenses incidental to the
litigation.
5.3 Entire Agreement. This instrument constitutes the entire
agreement of the parties. It supersedes any and all other agreements, either
oral or in writing, between the parties hereto. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, oral
or otherwise, have been made by any party or anyone acting on behalf of any
party, which are not embodied herein, and that no other agreement, statement or
promise not contained in this Agreement shall be valid or binding. This
Agreement may not be modified or amended by oral agreement, but only by an
agreement in writing, signed by the parties hereto.
5.4 Binding Effect. The provisions of this Agreement shall
inure to the benefit of and bind the executors, administrators, successors,
heirs and legal representatives of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
"FORESIGHT" Foresight, Inc.
By: /s/ Xxxx X. Xxxx
------------------------------
Title: President
---------------------------
"PALWEB" PalWeb Corporation
By: /s/ Xxxx X. Xxxxxx
------------------------------
Title: President
---------------------------
