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Exhibit 10.13 Services Agreement with The Player's Network, Inc.
XXXXXXXXXX.XXX INTERNATIONAL, INC.
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is made and entered into as
of this first day of April, 2000 by and between XxxxxxXxxx.xxx International,
Inc., a Delaware corporation (the "Company"), and The Player's Network, Inc., a
Delaware corporation ("TPN"). The Company and TPN are collectively referred to
hereinafter as the "Parties" or individually, a "Party."
1. SERVICES PROVIDED. The Company agrees to perform and provide TPN the
following services (collectively, "Services"): (i) maintenance of TPN's internal
computer network; and (iii) use of the Company's T-1 access line.
2. FEES. TPN shall pay to the Company One Thousand One Hundred Dollars
($1,100.00) per month in exchange for the Services. Any amounts due to the
Company for Services provided herein shall be invoiced by the Company to TPN on
a monthly basis for services rendered and expenses incurred during the current
month. Terms of payment for each invoice are net 10 days from date of invoice.
3. DEFAULT. In the event that TPN (i) fails to pay any sum payable
hereunder within ten (10) days after the date such payment is due, (ii) breaches
any other provision of this Agreement, (iii) files a voluntary petition in
bankruptcy or commences any other state or federal insolvency proceeding, makes
an assignment for the benefit of its creditors or admits in writing its
inability to pay its debts when they become due, or (iv) an involuntary petition
in bankruptcy, petition or answer seeking a reorganization, arrangement,
composition, readjustment, liquidation or other relief is filed against TPN and
not stayed or dismissed within thirty (30) days of filing, the Company shall
then, and at any time thereafter, have the right to (i) proceed by court action
or other actions in law or in equity to enforce this Agreement and recover from
TPN any and all damages and expenses, together with interest thereon at the rate
of twelve percent (12%) per annum, or the highest legal rate of interest,
whichever is lower, from the date such amounts are due until paid, (ii) without
notice or demand, accelerate the balance of the monthly Fees thereafter accruing
under this Agreement, which, together with all other amounts then due, shall
become immediately due and payable as liquidated damages and not as a penalty,
and/or (iii) terminate this Agreement upon written notice to TPN. No remedy
shall be deemed exclusive or in lieu of any other remedy available to the
Company at law or in equity.
4. LIMITATIONS. The Company specifically disclaims all implied
warranties, including the implied warranties of merchantability or fitness for a
particular purpose. In no event will the Company be liable to TPN or to a third
party for special, collateral, exemplary, indirect, incidental, or consequential
damages (including, without limitation, loss of good will, profits, revenues, or
savings, loss of use, interruption of business, or claims of customers of TPN)
whether such damages occurred prior or subsequent to, or are alleged as a result
of tortious conduct or breach of any of the provisions of this Agreement, even
if the Company had been advised of the possibility of such damages.
5. TERMINATION. Either Party may terminate this Agreement upon thirty
(30) days written notice.
6. NO JOINT VENTURE OR PARTNERSHIP. This Agreement is a contract for the
provision of services only. It does not, and shall not be construed, to create a
joint venture or partnership between the Parties. 1.
7. COSTS AND ATTORNEY'S FEES. In the event either Party commences a
legal proceeding to enforce any of the terms of this Agreement, the prevailing
Party in such action shall recover reasonable attorney's fees and costs from the
other Party, to be fixed by the court in the same action. The term "legal
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proceeding" shall include appeals from a lower court judgment as well as
proceedings in the bankruptcy court, whether or not such proceedings are
contested matters. In addition, if the Company engages the services of an
attorney to collect any delinquent payment by TPN, TPN agrees to pay the
Company's reasonable attorney's fees, whether or not a legal proceeding is
commenced.
8. NOTICES. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be given by express delivery service,
hand deliver, or by certified mail, postage prepaid, return receipt requested,
to the Parties at the addresses set forth below, or at such other address as the
Parties may designate by written notice:
If to the Company: If to TPN:
XxxxxxXxxx.xxx International, Inc. The Player's Network, Inc.
00000 Xxxxx 000 Xxxx, Xxxxx 000 754 North, 0000 Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000 Xxxxx, Xxxx 00000
Attention: Xxxxxxx Xxxxx Attention: Xxxxxx Xxxxxx
Notices shall be deemed effective upon receipt or upon attempted
delivery if delivery is refused by the intended recipient or if delivery is
impossible because the intended recipient has failed to provide a reasonable
means for accomplishing delivery.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding and shall
inure to the benefit of the Parties' respective heirs, successors, assigns,
executors, or personal representatives.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
with regard to the subject matter hereto, and shall not be modified, amended, or
superseded without the express written consent of the Parties.
11. WAIVER. The waiver of either Party of any default in the performance
of the other Party of any covenant contained herein shall not be construed to be
a waiver of any preceding or subsequent default of the same or any other
covenants contained herein.
12. GOVERNING LAW. This Agreement shall be governed and construed
according to the laws of the State of Utah unless superseded by the laws of the
United States.
IN WITNESS WHEREOF, this Agreement is executed as of the day and year
first written above.
XXXXXXXXXX.XXX INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Executive Vice President
THE PLAYER'S NETWORK, INC.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President
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