Exhibit 10.21
INDEPENDENT CLIENT SERVICE AGREEMENT
This Agreement is made and entered into by and between Universal
Broadband Communications, the "client" and Cybertel Communications
Corporation, the ("Contractor").
WHEREAS, the Contractor declares it is engaged in an independent
business, and has complied with all federal, state and local laws
regarding business permits, insurances and licenses of any kind that may
be required to carry out said business and the tasks to be performed
under this Agreement; and
WHEREAS, the Contractor also declares that it has and does provide
similar product or services to other clients in addition to contract
services provided to the Client; and
WHEREAS, the Contractor operates a legitimate business and desires
to provide services for the Client as set forth herein;
NOW, THEREFORE, in consideration of the foregoing representations
and the following terms and conditions, the parties do hereby agree as
follows:
1. SERVICES TO BE PERFORMED. The Client engages the Contractor
and the Contractor agrees to consult and advise on the
administration and management of publicly held companies.
2. TERMS OF PAYMENT. The Client shall pay Contractor for the
above-described services, as the same are reasonably and acceptably
provided the sum of 1,000,000 shares in free trading stock of the
Client. The stock shall be valued at $.50/share. Such shares shall
be delivered within five days of the signature dare of this
agreement.
3. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by the Client
with respect to payments to the Contractor. The taxes that are the
subject of this paragraph include but are not limited to FICA, FUTA,
federal personal income tax, state personal income tax, state
disability insurance tax, and state unemployment insurance tax. The
Contractor represents and covenants that it has and will file and
pay all such payroll, self employment, employment, worker's
compensation, withholding and other taxes and reports as the same
might be legally due and payable to all applicable state and federal
authorities. The Contractor will not be treated as an employee for
state or federal tax purposes. The Contractor hereby indemnifies
and holds harmless the Client from any and all duty or obligation
whatsoever relating to the payment or filing for any and all such
taxes, penalties and interest. The Contractor represents that its
federal employer identification number is ###-##-####
4. WORKER'S COMPENSATION. No worker's compensation insurance has
been or will be obtained by the Client on account of the Contractor
or the Contractor's employees. The Contractor shall register and
comply with all applicable worker's compensation laws in all
applicable states and the Contractor releases and indemnifies the
Client from all liability as to working conditions and the safety or
possible injury of the Contractor and its employees.
5. SIGNATURES. The parties agree that a facsimile signature shall
have the same effect as an actual signature.
6. ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement between the parties and signatories with respect to the
subject matter thereof and all prior and contemporaneous
conversations, negotiations, possible and alleged agreements, and
representations, covenants, and warranties, express or implied, oral
or written, with respect to the subject matter thereof, are waived,
merged herein and superseded hereby. There are no other agreements,
representations, covenants or warranties not set forth herein. The
terms of this Agreement may not be contradicted by evidence of any
prior or contemporaneous agreement. The parties further intend and
agree that this Agreement constitute the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may
be introduced in any judicial or arbitration proceeding, if any
involving this Agreement. No part of this Agreement may be amended
or modified in any way unless such amendment or modification is
expressed in a writing signed by all parties to the Agreement.
7. ARBITRATION. Any arbitration pursuant to the terms of this
Paragraph 7 shall occur no later than six (6) months from the date a
notice of intent to arbitrate is served upon a receiving party by a
noticing party. Any party to the arbitration shall be entitled to
all forms of discovery provided for under the Federal Rules of Civil
Procedure. Further, discovery may be served with the notice of
intent to arbitrate described in this paragraph 7.
8. CONSTRUCTION. This Agreement was drafted jointly by the parties
and its provisions shall not be construed against either party.
9. JURISDICTIONAL CONSENT. The parties hereto expressly and
irrevocably consent to the jurisdiction of the State of California.
Any action brought by or against either party in connection with the
performance, termination, or breach of this Agreement shall be
brought in the County of San Diego, and the parties hereby
irrevocably agree that San Diego County shall be a convenient and
exclusive forum for the hearing of such action.
10. NOTICES. All notices or other documents under this agreement
shall be in writing and delivered personally or mailed by
certified mail, postage prepaid, addressed to the party being
noticed at its last known address. Notices will be deemed to be
received on the third day if by U.S. Mail, the next day if by
express service and the same day if by personal or facsimile
delivery.
11. TERM This agreement shall cover the period from August 1,
2002 through December 31, 2002.
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IN WITNESS WHEREOF, the parties have executed this Agreement on
August 28, 2002.
Cybertel Communications Corporation Universal Broadband Communications
2820 La Mirada 00000 Xxx Xxxxxx Xxxxxx
Xxxxx, XX 00000 00xx Xxxxx
Xxxxxx, XX 00000
By: /s/ Xxxxxxx Xxxxxxxxxxx By: /s/Xxxx Xxxxx
----------------------------- -----------------------------
Xxxxxxx Xxxxxxxxxxx Xxxx Xxxxx
CEO CEO
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