AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made
and entered into as of the 23rd of April, 2002, by and between Federal
Security Protection Services, Inc., a Delaware Corporation, having its
principal address at X.X. Xxx 0000, Xxxxxxxx, XX 00000 ("FSPS") and Iris
Broadband, Inc. a Louisiana Corporation having its principal address at
000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 ("Iris"). (FSPS and
Iris may also be referred to as "Party" or "Parties").
WHEREAS, the Parties desire that Iris shall provide the Professional
Services ("Services") as described in Exhibit A, the Service Description,
attached hereto and incorporated herein by this reference, and as may be
amended from time to time, to FSPS, subject to the terms and conditions
herein; and
WHEREAS, FSPS desires to procure, at the rates as described in
Exhibit A, the Professional Services of Iris, subject to the terms and
conditions herein.
NOW, THEREFORE, in consideration of the mutual terms, covenants
and conditions contained herein, the Parties hereto mutually agree as
follows:
1. IRIS' SERVICES. (a) Iris shall furnish FSPS with the Services requested
by FSPS described in Exhibit A. Additional requested services, if available,
will be furnished to FSPS under the general terms and conditions of this
Agreement and in accordance with pricing agreed to between Iris and FSPS for
such additional Services.
2. TERM AND TERMINATION. (a) This Agreement shall commence on the first
date written above, and shall be effective for an initial period of six (6)
months. This Agreement shall be deemed automatically renewed for additional
month to month periods thereafter unless either Party shall have given the
other Party written notice of termination at least thirty (30) days prior to
the renewal date.
(b) Except as otherwise provided herein, in the event that either Party
hereto fails in the performance of its obligations hereunder or breaches the
terms or conditions hereof, the other Party may, at its option, give written
notice to the Party which has failed to perform or has breached this
Agreement of its intention to terminate this Agreement unless such breach or
failure in performance is remedied within thirty (30) days of such notice.
Failure to remedy such a breach shall make this Agreement terminable, at
the option of the aggrieved Party, at the end of such thirty (30) day period
unless notification is withdrawn.
(c) Either Party may terminate this Agreement effective upon written notice
to the other Party ("Termination Notice"): (i) in the event of the insolvency
of the other Party or the institution of voluntary or involuntary proceedings
in bankruptcy or under any other insolvency law, or an arrangement with
creditors, or corporate reorganization, receivership or dissolution, of the
other Party; (ii) if either Party knowingly provides false information to the
other Party; (iii) if either Party is charged with any felony; or (iv) either
Party acts in anyway to harm the reputation of the other Party.
3. PAYMENTS AND CHARGES. (a) Charges for the Services shall be as set forth
in Exhibit A.
(b) Charges for requested additional Services for which there is no published
rate shall be at a reasonable rate, as mutually determined by Iris and FSPS.
(c) Iris shall be solely and completely responsible for all costs associated
with Iris's conduct of its business, including all of its internal business
operations for any Services provided by Iris, unless otherwise written in this
Agreement.
(d) Iris agrees to indemnify and hold FSPS harmless in all respects pertaining
to end-user taxes, surcharges, any and all governmentally assessed fees
applicable to Iris's Services.
4. FSPS SERVICE OBLIGATION (a) FSPS agrees to utilize the Services and FSPS
agrees to provide Iris with the data required to enable Iris to furnish the
Services and to permit Iris to be successful in this project.
(b) Further, FSPS shall indemnify and hold harmless Iris from and against any
and all claims for loss, damage or expense, including reasonable attorney's
fees asserted against Iris by any third Party, including, but not limited to
FSPS' customers arising out of this Agreement; provided, however, that such
indemnification shall not apply to the extent that any such claims for loss,
damage, or expense are the result of the willful misconduct of Iris, their
employees, officers or agents.
5. PUBLICITY AND ADVERTISING. Neither Party shall publish or use any
advertising, sales promotions, press releases or other public material which
uses the other Party's name, logo, trademarks or service marks without the
prior written approval of such Party.
6. USE AND PROTECTION OF INFORMATION. The Parties agree that any
specifications, drawings, models, samples, data, computer programs or
documentation or other technical or business information in written, graphic,
or other tangible form furnished or disclosed by one Party, the disclosing
Party, to the other Party, the receiving Party, which is marked with a
restrictive notice, or otherwise tangibly designated as proprietary, shall
be deemed the property of the disclosing party and shall be returned to the
disclosing Party upon request. Unless such information was previously known
to the receiving Party free of any obligation of confidentiality, has been
or is subsequently made public by the disclosing Party or a third Party, or
is independently developed by the receiving Party, then the receiving Party
shall for a period of three (3) years from the date of disclosure, use the
same degree of care as it uses with regard to its own proprietary information
to prevent disclosure, use or publication thereof.
7. SECRECY OF COMMUNICATIONS In rendering the Services under this
Agreement, Iris shall apply the same procedures relating to the privacy of
FSPS' communications that Iris uses with respect to its own communications.
8. EXCLUSIVE WARRANTY AND LIMITATION OF LIABILITY. (a) Iris
warrants that the Services rendered under this Agreement will be performed
in a workmanlike manner and comply with the specifications set forth in
Exhibit A. Iris shall exercise reasonable care in the provision of the
Services.
(b) Iris's liability in any and all categories and for all causes arising
out of this Agreement, whether in contract or tort, shall be limited to
refunding to FSPS fees received by Iris for services performed which are not
provided or performed in accordance with this Agreement.
(c) Iris shall not be liable in any way for delays, failure in performance,
loss or damage due to any Force Majeure conditions, including: fire, strike,
embargo, explosion, power blackout, earthquake, volcanic action, flood, war,
water, the elements, labor disputes, civil disturbances, government
requirements or military authority, acts of God or public enemy, inability
to secure products and transportation/communications facilities or acts of
omissions of FSPS.
(d) THIS EXCLUSIVE WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, AND FSPS HEREBY WAIVES ALL OTHER
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. Iris SHALL
NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER
ALLEGED TO RESULT FROM Iris?S BREACH OF ITS OBLIGATIONS
HEREUNDER, WHETHER BASED IN TORT, CONTRACT OR
OTHERWISE.
9. DISPUTES. Should there exist any error or confusion the Parties agree
to attempt to resolve the matter by bringing it to the attention of the
appropriate party, in writing, within a reasonable time after the dispute
arises and to allow a reasonable time from receipt of the notice of dispute
to respond to the matter or otherwise resolve the dispute. The Parties agree
to negotiate in good faith. In the event that a dispute cannot be resolved,
the Parties agree that the dispute will be resolved through arbitration in
accordance with the Rules of the American Arbitration Association.
10. WAIVER. The failure of either Party to insist upon strict performance
of any covenants, terms, condition or obligations of this Agreement shall not
be construed as a waiver or relinquishment for the future of any such
covenants, terms, conditions or obligations, but the same shall be and remain
in full force and effect.
11. ASSIGNMENT. This Agreement, nor any rights or duties hereunder may be
assigned or delegated by Iris or FSPS without prior written consent of the
other Party, such consent not to be unreasonably withheld or delayed,
provided, however, that either Party may assign its rights and obligations
hereunder to a parent, subsidiary, affiliate or successor in interest,
provided the assignor continues to be fully responsible for the obligations
hereunder and the assignee agrees in writing to be bound by the terms and
conditions of this Agreement.
12. NOTICES. Any notice required or permitted to be given by either Party
to the other shall be in writing and shall be delivered by hand, facsimile,
overnight express delivery or by certified or registered mail to the address
stated above (or such other address as may from time to time be designated in
writing). Any such notice shall be deemed to have been given (i) if delivered
by hand, facsimile or by overnight delivery, upon receipt and (ii) if by mail,
three (3) days after deposit in the United States mail with postage prepaid
to the respective Parties at the addresses set forth in the Preamble to this
Agreement.
13. AMENDMENT. The terms and conditions of this Agreement shall not be
amended or modified except in writing signed by both Parties. No oral
statement of any person whosoever shall in any manner or degree modify or
otherwise affect the terms and conditions of this Agreement.
14. SEVERABILITY. In the event that any of the provisions of this Agreement
shall for any reason be held to be invalid or unenforceable in any respect,
such invalidity or unenforceability shall not invalidate or render
unenforceable the entire Agreement, but rather, the entire Agreement shall
be construed as not containing the particular invalid or unenforceable
provision(s), and the rights and obligations of each Party to the other shall
be construed and enforced accordingly.
15. SOLE CONTACT POINT. The Parties hereby agree that the signatory below
is the sole contact point empowered to represent and bind its respective Party
concerning the implementation of this Agreement, however, Iris's receipt of an
order, invoice or contract for services, on FSPS' stationary or business form,
signed by an employee or representative of FSPS shall be deemed an authorized
order for services from FSPS.
16. GOVERNING LAW. This Agreement is executed in the State of Wyoming, and
all matters pertaining to the validity, construction, interpretation and
effect of this Agreement shall be governed by the laws of the State of
Wyoming.
17. CAPTIONS. The captions in this Agreement are for convenience only and
shall not be construed to define or limit any terms herein.
18. LEGAL FEES. If any action is necessary in order to enforce the terms
of this Agreement, the prevailing Party shall be entitled to recover its
attorney's fees and costs incurred in addition to any other relief to which
it may be entitled.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the Parties and supersedes all prior understandings with respect to
the subject matter of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers.
AGREED TO THIS 23nd DAY OF APRIL, 2002:
Iris Broadband, Inc. Federal Security Protection Services,
Inc.
Authorized Officer Authorized Officer
/s/ Xxxx X'Xxxx /s/ Xxxxxx Xxxxxxxx
______________________________ ______________________________
By: Xxxx X. X'Xxxx By: Xxxxxx Xxxxxxxx
Title: C.E.O. Title: C.E.O., President and Director
/s/ Xxxxxx Xxxxxxxx
By: Xxxxxx Xxxxxxxx
Title: Secretary and Director
Exhibit A
AGREEMENT FOR IRIS BROADBAND, INC. SERVICES
SERVICE DESCRIPTION
Iris will provide services to FSPS to develop and refine the business plan
of FSPS in order to become engaged in the security business as described
at FSPS' Annual Meeting of Shareholders on March 12, 2002. Plans will
emphasize building Internet and Virtual Private Network security business.
The products and services developed by Iris Broadband for its domestic and
international networks and for other private and public networks will be a
part of this agreement.
Iris' responsibilities will be to fully develop and refine the FSPS business
plan, and establish FSPS in the Internet and private network security
business.
COMPENSATION TO IRIS:
Iris will be compensated twenty thousand dollars ($20,000) per month for the
term of the agreement. In addition, upon successful completion of this
engagement as determined by management of FSPS, stock options will be
awarded to Iris personnel as follows:
Name Number of Stock Options *
Xxxx X. X'Xxxx 1,000,000
Xxxxxxx X. Xxxxxxx 1,000,000
Xxxxxx X. Xxxxxxxx 700,000
* Exercise or Base Price = $.15 per share
The stock option incentive will terminate one hundred eighty (180) days after
expiration of this Agreement if the stock options have not been awarded by
that time.
Expenses incurred by Iris in developing and managing the activities are to be
reimbursed monthly following submittal of written expense reports.
AGREED TO THIS 23nd DAY OF APRIL, 2002:
/s/ Xxxx X. X'Xxxx /s/ Xxxxxx Xxxxxxxx
Xxxx X. X'Xxxx, CEO Xxxxxx Xxxxxxxx
Iris Broadband, Inc. Federal Security Protections Services,
Inc.
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Federal Security Protections Services,
Inc.
Iris Broadband, Inc.
Professional Services Agreement
