Information Services Agreement
THIS INFORMATION SERVICES AGREEMENT (the "Agreement") is entered into by
and among Coast to Coast Realty Group, Inc., a Florida corporation (the
"Corporate Information Spokesperson"), and, AmeriNet Xxxxx.xxx, Inc., a Delaware
publicly held corporation with a class of securities registered under Section
12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and the
"Exchange Act," respectively, AmeriNet and all subsidiaries of AmeriNet, whether
current or subsequently formed or acquired, being collectively hereinafter
referred to as "AmeriNet," and AmeriNet and the Corporate Information
Spokesperson being sometimes hereinafter collectively to as the "Parties" or
generically as a "Party").
Preamble:
WHEREAS, AmeriNet's board of directors is of the opinion that in light of
their public status and the importance of dissemination of accurate and complete
information concerning the business affairs of AmeriNet, it is critical to
appoint one person with responsibility for gathering, verifying, securing
required approvals and then disseminating information in full compliance with
all applicable laws; and
WHEREAS, the Corporate Information Spokesperson is experienced and
thoroughly knowledgeable with the communications related obligations and
restriction imposed on public companies by the Exchange Act, as well as by the
Securities Act of 1933, as amended (the "Securities Act"); and
WHEREAS, the Corporate Information Spokesperson is agreeable to serving as
AmeriNet's Corporate Information Spokesperson on the terms and conditions
hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:
Witnesseth:
Article One
Term, Renewals, Earlier Termination
1.1 Term.
Subject to the provisions set forth herein, the term of this Agreement
shall be deemed to commence on May 15, 2000, and continue until and including
May 14, 2001, unless extended or earlier terminated by AmeriNet as hereinafter
set forth.
1.2 Renewals.
This Agreement shall be renewed automatically after expiration of the
original term, on a continuing annual basis, unless the Party wishing not to
renew this Agreement provides the other Party with written notice of its
election not to renew ("Termination Election Notice") on or before the 30th day
prior to termination of the then current term.
1.3 Earlier Termination.
AmeriNet shall have the right to terminate this Agreement prior to the
expiration of its Term or of any renewals thereof, subject to the provisions of
Section 1.4, for the following reasons:
(A) For Cause:
(1) AmeriNet may terminate the Corporate Information Spokesperson's
employment under this Agreement at any time for cause.
(2) Such termination shall be evidenced by written notice thereof to
the Corporate Information Spokesperson, which notice shall
specify the cause for termination.
(3) For purposes hereof, the term "cause" shall mean:
(A) The inability of the Corporate Information Spokesperson,
through sickness or other incapacity, to discharge his
duties under this Agreement for 15 or more consecutive days
or for a total of 30 or more days in a period of twelve
consecutive months;
(B) The refusal of the Corporate Information Spokesperson to
follow the directions of AmeriNet's board of directors;
(C) Dishonesty; theft; or conviction of a crime involving moral
turpitude;
(D) Material default in the performance by the Corporate
Information Spokesperson of his obligations, services or
duties required under this Agreement (other than for illness
or incapacity) or materially breach of any provision of this
Agreement, which default or breach has continued for five
days after written notice of such default or breach.
(B) Discontinuance of Business:
In the event that AmeriNet discontinues operating its business, this
Agreement shall terminate as of the last day of the month on which it ceases
operation with the same force and effect as if such last day of the month were
originally set as the termination date hereof.
(C) Death:
This Agreement shall terminate immediately on the death of the Corporate
Information Spokesperson; however, all accrued compensation at such time shall
be promptly paid to the Corporate Information Spokesperson's estate.
1.4 Final Settlement.
Upon termination of this Agreement and payment to the Corporate Information
Spokesperson of all amounts due him hereunder, the Corporate Information
Spokesperson or his representative shall execute and deliver to AmeriNet on a
form prepared by AmeriNet, a receipt for such sums and a release of all claims,
except such claims as may have been submitted pursuant to the terms of this
Agreement and which remain unpaid, and, shall forthwith tender to AmeriNet all
records, manuals and written procedures, as may be desired by it for the
continued conduct of its business.
Article Two
Scope of Consulting Activities
2.1 Retention.
AmeriNet hereby engages the Corporate Information Spokesperson and the
Corporate Information Spokesperson hereby accepts such engagement, in accordance
with the terms, provisions and conditions of this Agreement.
2.2 General Description of Duties.
(A) The Corporate Information Spokesperson shall serve as the corporate
information spokesperson for AmeriNet and its subsidiaries and shall
perform the duties generally associated with the position of corporate
information spokesperson thereof.
(B) Without limiting the generality of the foregoing, the Corporate Information
Spokesperson shall:
(1) Serve as the principal point of contact between AmeriNet and:
(a) The media (print, electronic, voice and picture);
(b) The investment community;
(c) AmeriNet's security holders;
(2) Be responsible for the collection and maintenance of all information
concerning AmeriNet and for verification of the accuracy and
completeness thereof;
(3) Assist in the preparation and distribution of regular reports of the
activities of AmeriNet to the investment community, the press,
AmeriNet's securities holders and the general public;
(4) Assist in development and implement all public relations programs
required by AmeriNet;
(5) Be responsible for securing prior written approval for the release of
any information concerning AmeriNet from any regulatory authorities
(e.g., the Securities and Exchange Commission [the "Commission") or
self regulatory organizations (e.g., the National Association of
Securities Dealers, Inc. [the "NASD"]) having jurisdiction over
dissemination of such information; the boards of directors and chief
executive officers of AmeriNet, and from AmeriNet's legal counsel;
(6) Maintain orderly and easy to find records of all corporate information
released by him.
(7) (a) Assist AmeriNet to develop and implement written procedures for
dissemination of information in compliance with the restrictions
on dissemination of material inside information contained in
Commission Regulation FD, Sections 20 and 21A of the Exchange Act
and in compliance with the requirements of Section 17(b) of the
Securities Act;
(b) Assist AmeriNet to acquaint its personnel with such procedures;
and
(c) Monitor compliance with such procedures by AmeriNet personnel
with which the Corporate Information Spokesperson regularly deals
in the performance of his obligations under this Agreement.
(C) To fulfill these primary responsibilities, the Corporate Information
Spokesperson will make himself available to consult with the board of
directors, officers, employees and representatives and agents of AmeriNet
at reasonable times, concerning matters pertaining to:
(1) Dissemination of information pursuant to AmeriNet's obligations under
the Exchange Act in compliance with the restrictions on dissemination
of material inside information contained in Sections 20 and 21A
thereof and Regulation FD promulgated thereunder, and in compliance
with the requirements of Section 17(b) of the Securities Act; and,
(2) Improving and expanding AmeriNet's relationship with the various
members and components of the investment community for purposes of
facilitating its capital raising abilities and providing liquidity in
the trading of its securities.
(D) The Corporate Information Spokesperson will, at the request of AmeriNet,
assist in the preparation of written reports on financial, accounting, or
marketing matters, review financial information, analyze markets and report
to AmeriNet's chief executive officer, chief operating officer, chief
financial officer, chief legal officer, president, vice-presidents,
secretary or treasurer on proposed investment opportunities.
(E) The Corporate Information Spokesperson will:
(1) Provide liaison services to AmeriNet with respect to AmeriNet's
relationships with unaffiliated third parties;
(2) Help to organize and disseminate corporate information to potential
investors;
(3) Assist AmeriNet in obtaining and retaining listing on at least three
investor websites, each with hundreds of thousands of investors as
members; and
(4) Respond to telephone calls, faxes and e-mails pertaining to:
(a) Releases of information to the public or the investment community
by AmeriNet or involving AmeriNet; and
(b) Communications with AmeriNet stockholders and potential AmeriNet
stockholders in response to general communications from AmeriNet
or involving AmeriNet.
(5) Send AmeriNet's story and profile to targeted investor leads.
(6) Subject to full compliance with restrictions imposed by the Securities
Act, the Exchange Act and applicable state securities laws and
regulations, implement a phone promotion team to contact brokers,
broker dealers, portfolio managers, institutional investors and other
qualified sophisticated investors and follow up on investor leads to
assure their receipt of adequate information in a manner not violative
of applicable laws or civil standards of appropriate conduct, and to
verify their interest, if any, in additional information or access to
AmeriNet facilities, officers or staff members.
(7) Subject to full compliance with the requirements of Section 17(b) of
the Securities Act, to the extent applicable, solicit the publication
of information concerning AmeriNet in periodicals.
(8) Perform such other duties as are assigned to him by AmeriNet's board
of directors, subject to compliance with all applicable laws and
fiduciary obligations.
(F) In amplification of more specific references throughout this Agreement, the
Corporate Information Spokesperson will not directly or through
intermediaries, perform any activities that would constitute violations of
federal or applicable state securities law either on behalf of AmeriNet or
the Corporate Information Spokesperson.
(G) The Corporate Information Spokesperson covenants to perform his employment
duties in good faith, devoting such of his business time, energies and
abilities to the proper and efficient management and execution thereof as
may reasonably be required.
2.3 Acknowledgments
(A) It is acknowledged and agreed by AmeriNet that:
(1) The Corporate Information Spokesperson carries no professional
licenses and is not rendering legal advice, performing accounting
services or acting as an investment advisor or broker-dealer within
the meaning of applicable state and federal securities laws.
(2) The services to be provided to AmeriNet hereunder are presently not
contemplated to be rendered in connection with the offer and sale of
securities in a capital raising transaction, such as would require
registration as a broker or dealer in securities under applicable
state or federal securities laws.
(3) The services of the Corporate Information Spokesperson will not be
exclusive to AmeriNet nor will the Corporate Information Spokesperson
be required to render any specific number of hours or assign specific
personnel to AmeriNet or its projects.
(4) (a) Subject to its obligation to maintain the confidentiality of
AmeriNet's confidential or proprietary information, the Corporate
Information Spokesperson will be free to perform services for
other persons.
(b) The Corporate Information Spokesperson will notify AmeriNet in
writing of its intent to perform services for any other person
which could conflict with its obligations under the Agreement.
(c) Upon receiving such notice, AmeriNet may terminate this Agreement
or consent to the Corporate Information Spokesperson's outside
consulting activities.
(d) Failure by AmeriNet to notify the Corporate Information
Spokesperson in writing of its decision to terminate this
Agreement within seven days after receipt of written notice of
conflict will be presumed to constitute AmeriNet's consent to the
Corporate Information Spokesperson's outside consulting services
disclosed.
(5) (a) The obligations of the Corporate Information Spokesperson
described in this Agreement consist solely of the furnishing of
information and advice to AmeriNet in the form of services.
(b) In no event will the Corporate Information Spokesperson be
required by this Agreement to represent or make management
decisions for AmeriNet.
(c) All final decisions with respect to acts and omissions of
AmeriNet or any affiliates and subsidiaries, will be those of
AmeriNet or such affiliates and subsidiaries, and the Corporate
Information Spokesperson will under no circumstances be liable
for any expense incurred or loss suffered by AmeriNet as a
consequence of such acts or omissions.
(B) (1) The Corporate Information Spokesperson recognizes and acknowledges
that he has and will have access to certain confidential information
of AmeriNet and its affiliates that is the valuable, special and
unique assets and property of AmeriNet and such affiliates.
(2) The Corporate Information Spokesperson will not, during the term of
this Agreement or thereafter, disclose, without the prior written
consent or authorization of AmeriNet, any of such information to any
person, for any reason or purpose whatsoever.
(3) In this regard, the Corporate Information Spokesperson agrees that
authorization or consent to disclose by AmeriNet may be conditioned
upon the disclosure being made pursuant to a secrecy agreement,
protection order, provision of statute, rule, regulation or procedure
under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or
in compliance with the terms of a judicial order or administrative
process.
(C) AmeriNet will not be responsible for policing the actions of the Corporate
Information Spokesperson or its agents or employees, whether or not related
to the services provided under this Agreement but instead, is relying on
the directives in this Agreement that all actions undertaken by the
Corporate Information Spokesperson or its agents or employees on behalf of
AmeriNet, whether under this Agreement or otherwise, will be in full
compliance with all applicable laws and their implementing rules and
regulations, as well as in compliance with the legally recognized rights of
third Parties, whether pursuant to specific codes, statutes or common law,
consequently, it shall not be responsible to anyone for any expense
incurred or loss suffered by them as a consequence of any acts or omissions
by the Corporate Information Spokesperson or its agents or employees.
2.4 Duties and Obligations of AmeriNet
(A) AmeriNet will furnish to the Corporate Information Spokesperson such
current information and data as necessary for the Corporate Information
Spokesperson to understand and base its advice to AmeriNet, and will
provide such current information on a regular basis, including at a
minimum:
(1) Current balance sheet, income statement, cash flow analysis and sales
projections; officers and directors resumes or curriculum vitae; and,
(2) Shareholder(s) list; debenture or preferred stock or option or warrant
agreements which may affect the number of shares to be issued or
outstanding, provided that the Corporate Information Spokesperson may
not sell, transfer or use any of such information for any purpose
other than performance of its obligations under this Agreement.
(B) AmeriNet will furnish the Corporate Information Spokesperson with full and
complete copies of all filings with all federal and states securities
agencies, with full and complete copies of all shareholder reports and
communications whether or not prepared with assistance of the Corporate
Information Spokesperson; with all data and information supplied to any
analyst, broker/dealer, market-maker, or any other member of the financial
community, including specifically most recently filed Form 10-KSB, Form
15c2(11) or offering documents pursuant to the Securities Act.
(C) During the term of this Agreement, AmeriNet will notify the Corporate
Information Spokesperson of any private or public offering of its
securities, including those registered with the Commission on Forms S-8 or
Regulations S or A, at least one day prior to the time they are filed, in
order to permit the Corporate Information Spokesperson to terminate any
activities that would violate AmeriNet's obligations under the Securities
Act to refrain from public information related activities during any so
called "quiet periods."
(D) AmeriNet will be responsible for advising the Corporate Information
Spokesperson of any information or facts which would affect the accuracy of
any prior data and information furnished to the Corporate Information
Spokesperson.
2.5 Status.
(A) The Corporate Information Spokesperson shall:
(1) Serve as an independent contractor for AmeriNet, as such concept is
defined for purposes of the United States Internal Revenue Code of
1986, as amended (the "Code"), and shall have no authority to act as
an agent of AmeriNet, or to bind AmeriNet or its subsidiaries as a
principal or agent thereof,
all such functions being reserved to their officers as specified by
their boards of directors and in compliance with the requirements of
their constituent documents.
(2) Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship,
lessor-lessee relationship, or principal-agent relationship.
(3) In amplification of the foregoing, the Corporate Information
Spokesperson shall be responsible for providing his own office
facilities and supporting personnel and payment of all expenses
associated with provision of services unless other arrangements are
pre-approved in writing by AmeriNet and shall generally determine the
time and place for the performance of the Corporate Information
Spokesperson's services under this Agreement, provided that such time
and place must be reasonable under the circumstances and acceptable to
AmeriNet.
(4) Consequently, throughout the term of this Agreement, the Corporate
Information Spokesperson shall serve as an independent contractor, as
that term is defined, without limitation, by the Code , and in
conjunction therewith, shall be responsible for all of the Corporate
Information Spokesperson's tax reporting and payment obligations.
(B) The Corporate Information Spokesperson hereby covenants and agrees that he
shall not hold himself out as an authorized agent of AmeriNet unless such
authority is specifically assigned to him, on a case by case basis, by the
board of directors of the Constituent Corporation involved, pursuant to a
duly adopted resolution which remains in effect.
(C) The Corporate Information Spokesperson hereby represents and warrants to
AmeriNet that he is subject to no legal, self regulatory organization
(e.g., National Association of Securities Dealers, Inc.'s bylaws) or
regulatory impediments to the provision of the services called for by this
Agreement, or to receipt of the compensation called for under this
Agreement or any supplements thereto; and, the Corporate Information
Spokesperson hereby irrevocably covenants and agrees to immediately bring
to the attention of AmeriNet any facts required to make the foregoing
representation and warranty continuingly accurate throughout the term of
this Agreement, or any supplements or extensions thereof.
2.6 Limitations on Services
(A) The Parties recognize that certain responsibilities and obligations are
imposed by federal and state securities laws and by the applicable rules
and regulations of stock exchanges, the National Association of Securities
Dealers, Inc., in-house "due diligence" or "compliance" departments of
Licensed Securities Firms, etc.; accordingly, the Corporate Information
Spokesperson agrees that he will not:
(1) Release any financial or other material information or data about
AmeriNet without the prior written consent and approval of AmeriNet's
legal counsel;
(2) Conduct any meetings with financial analysts without informing
AmeriNet's legal counsel and board of directors in advance of the
proposed meeting and the format or agenda of such meeting;
(3) Release any information or data about AmeriNet to any selected or
limited person(s), entity, or group if the Corporate Information
Spokesperson is aware that such information or data has not been
generally released or promulgated.
(B) In any circumstances where the Corporate Information Spokesperson is
describing the securities of AmeriNet to a third party, the Corporate
Information Spokesperson shall disclose to such person any compensation
received from AmeriNet to the extent required under any applicable laws,
including, without limitation, Section 17(b) of the Securities Act.
(C) In rendering his services, the Corporate Information Spokesperson shall not
disclose to any third party any confidential non-public information
furnished by AmeriNet or otherwise obtained by him with respect to
AmeriNet.
(D) The Corporate Information Spokesperson shall restrict or cease, as directed
by AmeriNet, all efforts on behalf of AmeriNet, including all dissemination
of information regarding AmeriNet, immediately upon receipt of in
structions (in writing by fax or letter) to that effect from AmeriNet.
(E) If the Corporate Information Spokesperson learns of any pending public
securities offering to be made or expected to be by made AmeriNet, the
Corporate Information Spokesperson shall immediately cease any public
relations activities on behalf of AmeriNet until receipt of written
instructions from AmeriNet's legal counsel as to how to proceed, and
thereafter shall proceed only in accordance with such written instructions.
(F) The Corporate Information Spokesperson shall not take any action which
would in any way adversely affect the reputation, standing or prospects of
AmeriNet or AmeriNet or which would cause AmeriNet or AmeriNet to be in
violation of applicable laws.
Article Three
Compensation
(A) As consideration for the Corporate Information Spokesperson's services to
the AmeriNet the Corporate Information Spokesperson shall be entitled to
the greater of 10,000 shares of AmeriNet's common stock or $5,000 of
AmeriNet's common stock, based on its average reported closing price per
month therefor reported on the over the counter electronic bulletin board
operated by the National Association of Securities Dealers, Inc., a
Delaware corporation and self regulatory organization registered with the
Commission under the Exchange Act (the "OTC Bulletin Board" and the "NASD,"
respectively), payable at the end of each month that services are provided.
(B) The Corporate Information Spokesperson hereby represents, warrants,
covenants and acknowledges that:
(1) The securities being issued as compensation under Section 3.1(a) of
this Agreement (the "Securities") will be issued without registration
under the provisions of Section 5 of the Securities Act or the
securities regulatory laws and regulations of the State of Florida,
pursuant to exemptions provided pursuant to Section 4(6) of the Act
and comparable provisions of the Florida Act, and that he qualifies as
an accredited investor, as that term is defined in Rule 501 of
Commission Regulation D;
(2) The Corporate Information Spokesperson shall be responsible for
preparing and filing any reports concerning this transaction with the
Florida Division of Securities (none being expected), and payment of
any required filing fee (none being expected);
(3) All of the Securities will bear legends restricting their transfer,
sale, conveyance or hypothecation unless such Securities are either
registered under the provisions of Section 5 of the Act and under the
Florida Act, or an opinion of legal counsel, in form and substance
satisfactory to legal counsel to AmeriNet is provided to AmeriNet's
legal counsel to the effect that such registration is not required as
a result of applicable exemptions therefrom;
(4) AmeriNet's transfer agent shall be instructed not to transfer any of
the Securities unless the legal counsel for AmeriNet advises it that
such transfer is in compliance with all applicable laws;
(5) The Corporate Information Spokesperson is acquiring the Securities for
his own account, for investment purposes only, and not with a view to
further sale or distribution; and
(6) The Corporate Information Spokesperson or his advisors have examined
AmeriNet's reports filed with the Commission pursuant to the Exchange
Act and its books and records and questioned its officers and
directors as to such matters involving AmeriNet as he deemed
appropriate.
Article Four
Special Covenants
4.1 Confidentiality.
(A) The Corporate Information Spokesperson acknowledges that, in and as a
result of his retention under this Agreement, he will be developing for
AmeriNet, making use of, acquiring and/or adding to, confidential
information of special and unique nature and value relating to such matters
as AmeriNet's trade secrets, systems, procedures, manuals, confidential
reports, personnel resources, strategic and tactical plans, advisors,
clients, investors and funders; consequently, as material inducement to
AmeriNet's entry into this Agreement, the Corporate Information
Spokesperson hereby covenants and agrees that he shall not, at anytime
during or following the terms of his retention under this Agreement,
directly or indirectly, personally use, divulge or disclose, for any
purpose whatsoever, any of such confidential information which has been
obtained by or disclosed to him as a result of his association with
AmeriNet, or AmeriNet's affiliates.
(B) In the event of a breach or threatened breach by the Corporate Information
Spokesperson of any of the provi sions of this Section 4.1, AmeriNet, in
addition to and not in limitation of any other rights, remedies or damages
available to AmeriNet, whether at law or in equity, shall be entitled to a
permanent injunction in order to prevent or to restrain any such breach by
the Corporate Information Spokesperson, or by the Corporate Information
Spokesperson's partners, agents, representatives, servants, employers,
employees, affiliates and/or any and all persons directly or indirectly
acting for or with him.
4.2 Special Remedies.
In view of the irreparable harm and damage which would undoubtedly occur to
AmeriNet as a result of a breach by the Corporate Information Spokesperson of
the covenants or agreements contained in this Article Four, and in view of the
lack of an adequate remedy at law to protect AmeriNet's interests, the Corporate
Information Spokesperson hereby covenants and agrees that AmeriNet shall have
the following additional rights and remedies in the event of a breach hereof:
(A) The Corporate Information Spokesperson hereby consents to the issuance of a
permanent injunction enjoining him from any violations of the covenants set
forth in Section 4.1 hereof; and
(B) Because it is impossible to ascertain or estimate the entire or exact cost,
damage or injury which AmeriNet may sustain prior to the effective
enforcement of such injunction, the Corporate Information Spokesperson
hereby covenants and agrees to pay over to AmeriNet, in the event he
violates the covenants and agreements contained in Section 4.2 hereof, the
greater of:
(1) Any payment or compensation of any kind received by him because of
such violation before the issuance of such injunction, or
(2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum
shall be liquidated damages, and not a penalty, for the injuries
suffered by AmeriNet as a result of such violation, the Parties hereto
agreeing that such liquidated damages are not intended as the
exclusive remedy available to AmeriNet for any breach of the covenants
and agreements contained in this Article Four, prior to the issuance
of such injunction, the Parties recognizing that the only adequate
remedy to protect AmeriNet from the injury caused by such breaches
would be injunctive relief.
4.3 Cumulative Remedies.
The Corporate Information Spokesperson hereby irrevocably agrees that the
remedies described in Section 4.3 hereof shall be in addition to, and not in
limitation of, any of the rights or remedies to which AmeriNet is or may be
entitled to, whether at law or in equity, under or pursuant to this Agreement.
4.4 Acknowledgment of Reasonableness.
(A) The Corporate Information Spokesperson hereby represents, warrants and
acknowledges that he has carefully read and considered the provisions of
this Article Four and, having done so, agrees that the restrictions set
forth herein are fair and reasonable and are reasonably required for the
protection of the interests of AmeriNet, its officers, directors and other
employees; consequently, in the event that any of the above-described
restrictions shall be held unenforceable by any court of competent
jurisdiction, the Corporate Information Spokesperson hereby covenants,
agrees and directs such court to substitute a reasonable judicially
enforceable limitation in place of any limitation deemed unenforceable and,
the Corporate Information Spokesperson hereby covenants and agrees that if
so modified, the covenants contained in this Article Four shall be as fully
enforceable as if they had been set forth herein directly by the Parties.
(B) In determining the nature of this limitation, the Corporate Information
Spokesperson hereby acknowledges, covenants and agrees that it is the
intent of the Parties that a court adjudicating a dispute arising hereunder
recognize that the Parties desire that this covenant not to compete be
imposed and maintained to the greatest extent possible.
4.5 Unauthorized Acts.
The Corporate Information Spokesperson hereby covenants and agrees that he
will not do any act or incur any obligation on behalf of AmeriNet of any kind
whatsoever, except as authorized by the board of directors of the subject entity
or by its stockholders pursuant to duly adopted stockholder action.
4.6 Covenant not to Disparage
The Corporate Information Spokesperson hereby irrevocably covenants and
agrees that during the term of this Agreement and after its termination, he will
refrain from making any remarks that could be construed by anyone, under any
circumstances, as disparaging, directly or indirectly, specifically, through
innuendo or by inference, whether or not true, about the Consolidated Company,
its constituent members, or their officers, directors, stockholders, employees,
agent or affiliates, whether related to the business of the Consolidated
Company, to other business or financial matters or to personal matters.
Article Five
Miscellaneous
5.1 Notices.
(A) All notices, demands or other communications hereunder shall be in writing,
and unless otherwise provided, shall be deemed to have been duly given on
the first business day after mailing by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
To the Corporate Information Spokesperson:
Coast to Coast Realty Group, Inc. : 000 Xxxxxxxxx Xxxxxx, Xxxxx 000 ,
Xxxx Xxxxx, Xxxxxxx 00000
Telephone (000) 000-0000; Fax (000) 000-0000; e-mail xxxxxxxx@xxxxx.xxx
Federal Tax Identification Number __-_________;
To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X; Xxxx Xxxxx,
Xxxxxxx 00000 Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail xxxxx@xxxxxxxxxxxxx.xxx;
Attention: Xxxxxx X. Xxxxxxx, President; with a copy to
AmeriNet Xxxxx.xxx, Inc.
0000 Xxxxxxxxx 00xx Xxxxxxx; Xxxxx, Xxxxxxx
00000 Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail xxxxxxx@xxxxxxxx.xxx;
Attention: Xxxxxxx X. Xxxxxxx, Secretary; with a copy to
The Yankee Companies, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000
Telephone (000) 000-0000, Fax (000) 000-0000; and, e-mail xxxxxxxxxx@xxxxxx.xxx
Attention: Xxxxxxx Xxxxx Xxxxxx, President
or such other address or to such other person as any Party shall designate
to the other for such purpose in the manner hereinafter set forth.
(B) (1) The Parties acknowledge that the Yankee Companies, Inc., a Florida
corporation ("Yankees") serves as a strategic consultant to AmeriNet
and has acted as scrivener for the Parties in this transaction but
that Yankees is neither a law firm nor an agency subject to any
professional regulation or oversight.
(2) Because of the inherent conflict of interests involved, Yankees has
advised all of the Parties to retain independent legal and accounting
counsel to review this Agreement and its exhibits and incorporated
materials on their behalf.
(c) The decision by any Party not to use the services of legal counsel in
conjunction with this transaction shall be solely at their own risk, each
Party acknowledging that applicable rules of the Florida Bar prevent
AmeriNet's legal counsel, who has reviewed, approved and caused
modifications on behalf of AmeriNet, from representing anyone other than
AmeriNet in this transaction.
5.2 Amendment.
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is in writing and signed by the Party against
which the enforcement of said modification, waiver, amendment, discharge or
change is sought.
5.3 Merger.
(A) This instrument contains all of the understandings and agreements of the
Parties with respect to the subject matter discussed herein.
(B) All prior agreements whether written or oral, are merged herein and shall
be of no force or effect.
5.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
5.5 Severability.
If any provision or any portion of any provision of this Agreement, or the
application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.
5.6 Governing Law.
This Agreement shall be governed by and construed, interpreted and enforced
in accordance with the laws of the State of Delaware, except for any choice of
law provisions that would result in the application of the law of another
jurisdiction.
5.7 Third Party Reliance.
Legal counsel to and accountants for the Parties as well as the officers
and directors of AmeriNet, shall be entitled to rely upon this Agreement.
5.6 Venue.
Any proceeding arising between the Parties in any matter pertaining or
related to this Agreement shall, to the extent permitted by law, be held in
Xxxxxx County, Florida.
5.7 Dispute Resolution
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing
Party shall be entitled to recover its costs and expenses, including
reasonable attorneys' fees up to and including all negotiations, trials and
appeals, whether or not litigation is initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the dispute
shall, at the request of any Party, be exclusively resolved through the
following procedures:
(1) (a) First, the issue shall be submitted to mediation before a
mediation service in Xxxxxx County, Florida, to be selected by
lot from six alternatives to be provided, three by AmeriNet and
three by the Corporate Information Spokesperson.
(b) The mediation efforts shall be concluded within ten business days
after their initiation unless the Parties unanimously agree to an
extended mediation period;
(2) In the event that mediation does not lead to a resolution of the
dispute then at the request of any Party, the Parties shall submit the
dispute to binding arbitration before an arbitration service located
in Xxxxxx County, Florida to be selected by lot, from six alternatives
to be provided, three by AmeriNet and three by the Corporate
Information Spokesperson.
(3) (a) Expenses of mediation shall be borne by AmeriNet, if successful.
(b) Expenses of mediation, if unsuccessful and of arbitration shall
be borne by the Party or Parties against whom the arbitration
decision is rendered.
(c) If the terms of the arbitral award do not establish a prevailing
Party, then the expenses of unsuccessful mediation and
arbitration shall be borne equally by the Parties.
5.8 Benefit of Agreement.
(A) This Agreement may not be assigned by the Corporate Information
Spokesperson without the prior written consent of AmeriNet; however, the
Corporate Information Spokesperson shall be free to delegate his duties
hereunder in conformity with his status as an independent contractor.
(B) Subject to the restrictions on transferability and assignment contained
herein, the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties, their successors,
assigns, personal representative, estate, heirs and legatees.
5.9 Interpretation.
(A) The words "include," "includes" and "including" when used herein shall be
deemed in each case to be followed by the words "without limitation."
(B) The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(C) The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
(D) All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and assigns
may require.
(E) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
5.10 Further Assurances.
The Parties hereby agree to do, execute, acknowledge and deliver or cause
to be done, executed or acknowledged or delivered and to perform all such acts
and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, records and other documents, as may, from time to time, be
required herein to effect the intent and purposes of this Agreement.
5.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement,
which shall be the document filed with the Securities and Exchange
Commission.
5.12 License.
(A) This Agreement is the property of Yankees and the use hereof by the Parties
is authorized hereby solely for purposes of this transaction.
(B) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
(C) This Agreement shall not be more strictly interpreted against any Party as
a result of its authorship.
5.13 Waiver.
No waiver by any party hereto of any condition or of any breach of any
provision of this Agreement shall be effective unless in writing and signed by
each party hereto.
In Witness Whereof, the Parties have executed this Agreement, effective as
of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
Corporate Information Spokesperson
/s/ Xxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
Coast to Coast Realty Group, Inc.
Dated: March 5, 2001
AmeriNet Xxxxx.xxx, Inc.
/s/ Xxxxxxxx Xxxxxxx
/s/ Xxxxx Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Secretary
Dated: March 6, 2001
