1
EXHIBIT 4.2
AGREEMENT
This Agreement is made and entered into this 1st day of July, 1996, by and
between Xxxxxx Oxford, with his office located at 00000 Xxxx Xxxxx Xxxxx, Xxxxx
000, Xxx Xxxxx, XX 00000 hereinafter called "CONSULTANT", and Xxxxxx
Communications Corporation with offices located at 00000 Xxxxx Xxxxx, Xxxxx,
Xxxxxxxxxx 00000 and hereinafter called "CLIENT".
This agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises made
herein, and for other valuable consideration, CONSULTANT and CLIENT agree as
follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and CLIENT
shall pay for the following work:
Various marketing and advertising services.
This agreement shall be part of any purchase order as may be issued by
CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts on the
following dates or at the following intervals (e.g. weekly):
Payment to be negotiated on a project by project basis with payment
terms of 30 days upon presentation of invoice by consultant. Payments
may be made by delivery of Common Stock, valued as of the date of
issuance.
3. SCHEDULES OF COMPLETION: The work shall be performed and completed
according to the following schedule:
Tasks and dates to be negotiated on a project by project basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all reasonable
expenses incurred while performing the work upon the submission of a
properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services herein as
an independent contractor and shall be in sole control of the manner in
which the work is performed. CLIENT shall provide CONSULTANT with a
work area and any information, documentation and cooperation necessary
to accomplish the aforementioned Tasks.
2
6. FORCE MAJEURE: The parties shall be excused from performing under this
Agreement if prevented from doing so by acts of God or other unforeseen
events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a right or
remedy hereunder shall not be a waiver thereof. All rights and
remedies are cumulative and may be exercised separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the entire
agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no
agreement to change the terms and conditions contained herein shall be
binding unless in writing, signed by a duly authorized representative
of each party. In the event that any one or more of the provisions of
this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable for any reason, the remainder of the
provisions shall remain in force. This provision shall survive the
termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed according to
the laws of the State of California. This provision shall survive the
termination of this Agreement.
IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
Xxxxxx Communications Corp. /s/ XXXXXX OXFORD
-------------------------------
/s/ XXXXXXXX X. XXXXX, CFO
------------------------------- -------------------------------
(Title)
