DATED DECEMBER 18th 2001
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SERVICE AGREEMENT
xxxxXxxx.xxx, Inc. - Maxxplay Enterprises, Inc.
Maxxplay Enterprises, Inc.
("Maxxplay")
and
xxxxXxxx.xxx, Inc.
("MaxxZone")
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SERVICE AGREEMENT
Maxxplay Enterprises Inc - xxxxXxxx.xxx Inc
This Agreement (the "Agreement") is made and entered into as
of December 18th, 2001, by and between Maxxplay Enterprises
Inc, a company incorporated under the laws of the State of
Nevada ("Maxxplay"), and xxxxXxxx.xxx Inc., a company also
incorporated under the laws of the State of Nevada,
("MaxxZone"), (hereinafter the "Parties").
RECITALS
A. MaxxZone has established, owns and represents, a
corporation capable of optimizing commercial success by
accessing a vast community of sports fun players, associations
and corporations, within the Territory
B. MaxxZone has acquired the Internet marketing rights to a
new global sports fun play program (Schedule A.), and wishes
to capitalize on this opportunity with the best available
management
C. Maxxplay has conceived this new program and related
intellectual property, the Rights to which have been assigned
to MaxxZone for the Territory; and Maxxplay desires to ensure
commercial success by providing management and marketing
services for MaxxZone, and MaxxZone desires to accept these
services and obligations under the terms and conditions of
this Agreement
NOW, THEREFORE in consideration of the mutual promises
contained herein, the receipt and sufficiency of which is
hereby acknowledged, the parties consent and agree as
follows:
ACCORDINGLY, for good and valuable consideration, and in
further consideration of the forgoing and the mutual
covenants, agreements, representations and warranties
herein contained, the Parties hereby further agree as
follows:
Article 1. SERVICES
Maxxplay shall provide all essential, marketing and
management services for MaxxZone, including the
establishment of a permanent MaxxZone Management Team,
during the Term and within the Territory, and MaxxZone
hereby accepts such services and obligations upon the
terms and conditions contained herein
Article 2. CONSIDERATION
In consideration of the management and marketing services
provide by Maxxplay under this Agreement, MaxxZone shall
pay Maxxplay a consulting fee of two Thousand and five
hundred Dollars (US$2,500) per month payable in advance,
plus any and all business expenses incurred by Maxxplay
while providing the services under this Agreement, for
the duration of the Term.
Article 3. NO COMPETITION
Maxxplay, nor its agents, employees, partners, officers,
directors or any other company or person with which
Maxxplay has any other commercial relationship,
association, affiliation and/or agreement, other than
specifically provided for in this Agreement, shall
3.1 neither appoint nor otherwise allow any other entity,
either directly or indirectly to, manufacture, import, sell,
market or distribute the products MaxxZone and relating
intellectual property; or any improvements therein or any like
products as may reasonably be deemed to compete with the
program and intellectual property of MaxxZone
3.2 nor, either directly or indirectly, endorse, manufacture,
import, sell, market, distribute or grant the rights to
programs, games, products and related intellectual property;
or any improvements therein; or any like programs, games or
products as may reasonably be deemed to compete with the
services, rights or intellectual property of MaxxZone
3.3 nor, offer services to any other entity, either directly
or indirectly, as may reasonably be deemed to compete with the
Program, Games, Product and Website under this Agreement
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Article 4. CONFIDENTIALITY
Maxxplay and MaxxZone shall keep confidential all
proprietary information pertaining to the products, games
and property as conceived and developed by Maxxplay and
marketed by MaxxZone.
Article 5. RELATIONSHIP OF PARTIES
The relationship of the parties of this Agreement shall
be that of independent contractors. Nothing contained in
this agreement shall be construed to create an agency,
partnership, joint-venture or employment relationship
between the Parties, nor to make Maxxplay the agent for
MaxxZone for any purpose, and no party hereto shall have
any right whatsoever to incur any liabilities or
obligations on behalf of or binding upon the other Party.
Article 6. TERM
The Term of this Agreement shall be deemed to commence
from the above date of this Agreement, and for a period
of 12 months thereafter, upon which the Parties shall
review any ongoing relationship between the parties
Articles 7. ASSIGNMENT of AGREEMENT
MaxxZone may assign the rights, interest and obligations
under the Agreement to a successor entity, but MaxxZone
is not otherwise entitled to assignment the benefits of
this Agreement to any subsidiary, division or other
company through which MaxxZone may from time to time
enter into agreements to exclusively or otherwise conduct
its business.
Article 8. SEVERABILITY
If any provision of this Agreement is held to be
prohibited by or invalid under any applicable law by any
court or tribunal, such provision shall be ineffective
only to the extent of such prohibition and shall not
effect the validity of the remaining provisions hereof.
Article 9. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between
the parties, supersedes all prior oral and written
agreements and understandings between the parties, and
can be altered, amended or modified only in writing and
as duly executed by all parties.
Article 10. BINDING AGREEMENT
This Agreement shall be binding upon and shall inure to
the respective parties hereto and their legal successors,
heirs, administrators and assigns.
Article 11. EXECUTION OF AGREEMENT
This Agreement embodied in the English language and is
executed as of two original counterparts made between
Maxxplay and MaxxZone each of which are signed by the
authorised officer of each organisation who represent
that they have the authority to enter this agreement on
behalf of their respective organizations.
Article 12. GOVERNING LAW
This Agreement must be interpreted in conformity with the
laws of the State of Nevada and the parties submit to the
non-exclusive jurisdiction of the Courts of that State
and all courts of appeal therefrom.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
For and on behalf of
Maxxplay Enterprises, Inc.
By: /s/ Xxxxxx X. Xxxx
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Xx. Xxxxxx X. Xxxx
Chairman of the Board
For and on behalf of
xxxxXxxx.xxx, Inc.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President
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