THIS INTERNET CONSULTING/MARKETING AGREEMENT entered this 9th day of March 1999
for software development and Internet marketing between: XXXXXXXXXX.XXX, Inc.,
located at, 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxx, XX 00000, (hereinafter referred
to as "COMPANY"), and VIRTUAL FINANCIAL CORP. located at 000 Xxxx Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000, (hereinafter referred to as
"CONSULTANT") engaged in providing software development and Internet marketing
services.
WHEREAS: the COMPANY desires software development and Internet
marketing services and desires to employ CONSULTANT to provide such services as
an independent contractor/consultant, and CONSULTANT is agreeable to such
employment, and the parties desire a written document formalizing and defining
their relationship and evidencing the terms of their agreement.
NOW, THEREFORE, intending to be legally bound, and in consideration of
the mutual promises and covenants, the parties have agreed as follows-
1. APPOINTMENT The COMPANY hereby appoints CONSULTANT as its software
development and Internet marketing consultant and hereby retains and employs
CONSULTANT, on the terms and conditions of this Agreement.
2. TERM The term of this agreement shall begin on March 9, 1999 and shall
terminate on the e of March 2000 and can be cancelled by either party with
thirty days prior notice.
3. DUTIES OF COMPAMY
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A. COMPANY shall supply CONSULTANT, on a regular and timely basis
with all approved data and information pertaining to the public
disclosure of the COMPANY, its management, products, and/or
operations and the COMPANY shall be responsible for advising
CONSULTANT of any facts which would affect the accuracy of any
prior data and information supplied to CONSULTANT.
B. COMPANY shall promptly notify CONSULTANT of the filing of any
registration statement for the sale of securities and of any
other event which triggers any restrictions on publicity-
C. COMPANY shall notify CONSULTANT if any information or data
supplied to CONSULTANT has not been generally released or
promulgated.
4. DUTIES OF CONSULTANT
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SCOPE OF WORK
A. PHASE 1. Site Redesign ('Face Lift') Estimated time of
completion: 4 weeks
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The initial focus of the VFC team will be to redesign the
graphics, layout and user interface of the Xxxxxxxxxxx.xxx site
to make it more attractive and professional, easier to navigate,
and more fun and engaging for its users.
This will be accomplished by developing a cohesive design theme
combining professional graphics and animations with a consistent
hierarchical navigational interface.
The Psychic client user interface will be designed to run in any
recent web-browser, including Microsoft Internet Explorer,
Netscape Navigator, and others.
A second important goal in Phase I vall be to increase traffic
to the site through strategic search-engine indexing and online
advertising and promotion.
B. PHASE II. Enhanced E-Commerce System Estimated time of
completion: 10 weeks
In Phase 11, a far more powerful e-commerce system will be
implemented which will offer numerous advantages to the site's
users and to Psychic.
From the customer's perspective, the site will be easier to
navigate and more user-friendly. Users will be able to locate
the product they are looking for more quickly through a
dynamically-generated series of product categories which does
not present as many items at one time as does the current site.
Members of the Psychic discount program will be able to log on
and access the catalog, receiving the actual discounts to which
they are entitled right online.
The program will utilize streaming audio/video to enable the
user to see and hear the psychic. The psychic will have a screen
interface that will allow for product presentations to the user
throughout the Ureading". The products are purchased unless the
user specifically cancels the product purchase. The program will
also give the user the ability to store the reading as an AVI
file.
From the Company's perspective, the site will be more easily
maintained and orders more easily captured and processed. -
Instead of needing to update the product database as well as
dozens of HTML pages manually, the product database will be
automatically converted from the export of the company's
order-entry system database, with just the image file names
being added to the database. No HTML will need to be edited
because the catalog will be dynamically generated on the fly
from the content of the database. This will also allow varying
pages
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with different collections of products to be presented to users
based on the preferences and interests they have demonstrated in
navigating the site.
Orders received via the web site will be formafted in a manner,
which can be directly imported into the company's order-entry
system, saving data entry time and eliminating error.
C. PHASE Ill. Advanced Feature Development Estimated time of
completion: 12 weeks
In the third phase of the project, numerous advanced features
will be developed to enable Xxxxxxxxxx.xxx to maximize its
initial traffic and to build repeat traffic by creating a
vibrant and loyal user community.
The following is an overview of additional features to be
implemented:
Affiliate site program- psychic/new-age sites will be targeted
to participate in an affiliate program. Technology will be
developed to track where orders originate from, with responsible
sites being compensated accordingly.
Community development- repetitive traffic will be developed by
creating a sense of community through real-time chat rooms,
message boards, and Hask-the-expert" forums.
User preference tracking- sophisticated artificial intelligence
technology will be used to build a profile of customer purchase
habits. This user profile will allow the system to proactively
market to customers by predicting the following:
o Additional products which are of likely interest
o Timing of future purchases of consumable items
5. COMPENSATION For all software development and Internet marketing
services as outlined in item #4,
A. 150,000 shares of common upon execution of this Agreement, to be
paid in Reg D rule 504 stock.
B. COMPANY shall pay CONSULTANT 75,000 options on its common stock
exercisable at $2.25 to be vested as follows: 1. 50,000 upon
completion of the software reference in 4.A.; 2. 12,500 upon
completion of the software reference in 4. B; 3. 12,500 upon
completion of the software reference in 4.C.
C. The COMPANY shall not be responsible for any other costs of
services provided by CONSULTANT unless pre-approved by the
COMPANY.
6. RELATIONSHIP OF PARTIES CONSULTANT is an independent contractor
responsible for compensation of its agents, employees and
representatives, as well as all applicable withholding therefrom and
taxes thereon ( including unemployment compensation) and all xxxxxxx'x
compensation insurance.
7. CONFIDENTIALITY "Confidential Information" for the purposes of this
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agreement shall include COMPANY'S proprietary and confidential
information including, without limitations, customer lists,
business plans, marketing plans, financial information, designs,
drawings, spec7ifications, models, software, source codes and
object codes. During the term of this agreement, and thereafter
for 60 months, CONSULTANT shall not, without prior written
consent of COMPANY, disclose to anyone any "Confidential
Information".
8. ATTORNEYS FEES- Should either party default in the terms of
conditions of the agreement and suit be filed as a result of
such default, the prevailing party shall be entitled to recover
all costs incurred as a result of such default including all
costs and reasonable attorney fees through trial and appeal.
9. ENTIRE AGREEMENT This instrument contains the entire agreement
of the parties and may be modified only by agreement in writing,
signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought. This
agreement shall be governed for all purposes by the laws of the
State of Florida. K any provision of this agreement is declared
void, such provision shall be deemed severed from this
agreement, which shall otherwise remain in full force and effect
11. ADDITIONAL DOCUMENTS AND ACTS Each party agrees to execute,
acknowledge, and deliver such additional documents and
instruments and to perform such additional acts as may be
necessary or appropriate to effectuate, carry out, and perform
all of the terms, provisions, and conditions of this Agreement
and the transactions contemplated hereby, and each Party agrees
to act in good faith dealing in facilitating, maintaining, and
carrying out the duties and obligations of this Agreement.
12. ARBITRATION Any controversy or claim arising out of this
Agreement, the interpretation of any of the provisions hereof,
or the action, inaction, or breach of any Party hereunder shall
be settled by arbitration in Pompano Beach, Florida. Any award
of decision obtained from any such arbitration proceeding shall
be final and binding on the Parties, and judgement upon any
award thus obtained may be entered in any court having
jurisdiction thereof. There shall be one arbitrator, mutually
agreeable to the Parties, or if the Parties cannot agree on an
arbitrator, than an arbitrator shall be appointed by a court of
competent jurisdiction. The losing Party shall pay all the
expenses of the arbitration. No action at law or in equity based
upon any claim arising out of or related to this Agreement shall
be instituted in any court by any Party except: (a) an action to
compel arbitration pursuant to this Agreement, or (b) an action
to enforce an award obtained in an arbitration proceeding in
accordance with this Agreement.
13. AUTHORITY The Parties hereto represent and warrant that they
possess the full and complete authority to covenant and agree as
provided in this Agreement and, if applicable, to release other
Parties as provided herein. If any Party hereto is not a natural
person, the signatory for any such non-natural person represents
and warrants that he or she possesses the authority and has been
authorized by
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the entity to enter into this Agreement on the entity's behalf,
whether by resolution, or upon the instruction by an authorized
officer, or as authorized in the bylaws of the entity on whose
behalf the signatory is executing this Agreement. No Party to
this Agreement will be required to determine the authority of
the individual signing this Agreement to make any commitment or
undertaking on behalf of such entity.
14. BINDING EFFECT This Agreement will be binding upon and inure to
the benefit of the Parties, and their respective heirs,
successors, and assigns. Nothing expressed or implied in this
Agreement is intended, nor shall be construed, to confer upon or
give any person, partnership, or corporation, other than the
Parties, their heirs, successors, and assigns, any benefits,
rights, or remedies under or by reason of this Agreement, nor
shall anything in this Agreement relieve or discharge the
obligation or liability of any third person to a Party to this,
Agreement, nor shall any provision give any third person any
right of subrogation or action over or against any party to this
Agreement, except to the extent of any contrary provision herein
contained.
15. CONSTRUCTION In the event of a dispute hereunder, this Agreement
shall be interpreted in accordance with its fair meaning and
shall not be interpreted for or against any Party hereto on the
ground that such Party drafted or caused to be drafted this
Agreement or any part hereof, nor shall any presumption or
burden of proof or persuasion be implied by virtue of the fact
that this Agreement may have been prepared by or at the request
of a particular Party or his or her counsel.
16. EXHIBITS All Exhibits attached hereto or mentioned herein in
this Agreement are incorporated by reference for all purposes
and shall be treated as if set forth herein.
17. FORCE MAJEURE Any party shall be released from its obligations
under this Agreement in the event of an act of God, war, riot,
fire, strike, or other labor dispute, epidemic, or other causes
beyond the control of that Party, render performance by that
Party impossible.
18. GOVERNING LAW The Parties to this Agreement agree that all
questions respecting the negotiation, execution, construction,
interpretation, or enforcement of this Agreement, or the rights,
obligations, and liabilities of the parties hereto, shall be
determined in accordance with the applicable provisions of the
laws of the state of Florida.
19. INDEMNIFICATION Each party shall indemnify the other against any
and all claims, demands, losses, costs, obligations, and
liabilities that the Party may incur or suffer as a result of
the other Party's breach of any agreement, covenant, or warranty
in this Agreement.
20. JURISDICTION Each Party hereby consents to the exclusive
jurisdiction of the state of Florida, whether such action be for
arbitration or litigation, or otherwise. Each Party further
agrees that personal jurisdiction over him or her may be
effected by service of process by registered of certified mail
addressed as
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provided in the Notice section of this Agreement, and that when
so made shall be as if served upon him or her personally within
the state of Florida.
21. MODIFICATION The provisions of this Agreement may be waived,
altered, amended, modified, or repealed, in whole or in part,
only by the written consent of all Parties to this Agreement
22. NO AUTHORITY TO BIND Nothing contained in the Agreement shall be
construed to constitute either Party as a partner, employee,
joint venture, or agent of the other party, nor shall either
Party have the authority to bind the other in any respect, it
being intended that each shall remain an independent and
responsible for his/hers/its own actions. Furthermore, each
Party shall not use the name or credit of the other party in any
manner whatsoever, nor incur any obligation in the other Party's
name.
23. NON-WAIVER The failure of any party to insist upon the prompt
and punctual performance of any term of condition in this
Agreement, or the failure of any Party to exercise any right or
remedy under the terms of this Agreement on any one or more
occasions shall not constitute a waiver of that or any other
term, condition, right, or remedy on that or any subsequent
occasion, unless otherwise expressly provided for herein.
24. NOTICES Any notices or other document to be given or to be
served upon any Party hereto in connection with this Agreement
must be in writing, (which may include facsimile) and will be
deemed to have been given and received when delivered to the
address specified in this Agreement; and if none is specified,
to the last known address by the Party to receive the notice.
Any Party may, at any time by giving five-(5) days prior written
notice to the other Parties, designate any other address in
substitution of the foregoing address to which such notice will
be given.
25. SEVERABILITY If any provision of this Agreement or the
application of such provision to any person or circumstance
shall be held invalid for any reason, the remainder of this
Agreement or the application of such provision to persons or
circumstances other than those to which it is head invalid shall
be unaffected by such holding. If the invalidation of any such
provision materially alters the Agreement of the Parties, then
the Parties shall immediately adopt new provisions to replace
those which were declared invalid,
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this agreement.
/s/ [ILLEGIBLE]
----------------------- VIRTUAL FINANCIAL CORP.
Witness 000 Xxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx
/s/ [ILLEGIBLE]
-----------------------
Printed
By: /s/ Xxxxxxx Xxxxx
----------------------
Xxxxxxx Xxxxx
/s/ [ILLEGIBLE]
----------------------- Xxxxxxxxxx.xxx, Inc.
Witness 0000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
/s/ [ILLEGIBLE]
-----------------------
Printed
By: /s/ Xxxxxx Xxxxxx Xx.
----------------------
Xxxxxx Xxxxxx Xx.
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