EXHIBIT 10.1
Services Agreement with Xxxxxxx X. Xxxxx
SERVICES AGREEMENT
This Agreement ("Agreement") is entered into and effective on the date
executed by and between Spantel Communications, Inc. (the "Company")
and Xxxxxxx X. Xxxxx ("Paige").
WHEREAS, Spantel Communications, Inc. desires to generate and increase
customer interest in the Company's products and services.
WHEREAS, it is the intention of the parties to enter into a binding
agreement based upon the terms set forth below.
1.0 FINANCIAL MARKETS ACCESS PROGRAM
1.1 Paige will implement a program designed to generate customer interest
in the Company's products and services. Paige and any third parties
retained in connection with this contract, will limit disclosure to
approved "Sales Material" and/or "Test the Water Material".
x. Xxxxx Internet lead generation program. Paige will e-mail
approximately 2 million potential customers "Sales Material"
and/or "Test the Water Material". This lead generation program
shall be exclusive as to the potential customers who will have
been contacted by Paige as a result of this lead generation
program.
2.0 RETENTION OF PAIGE
2.1 Spantel Communications, Inc. hereby retains Paige on a non-exclusive
basis for a term of three (3) months to perform the services outlined
in Sections 1 and 2 herein. The term of this Agreement may be extended
for additional 30-day periods upon mutual written agreement of the
parties.
2.2 Spantel Communications, Inc. shall pay Paige an initial retainer of $0,
payment of which shall be made upon execution of this agreement.
2.3 In addition to the retainer fee set forth in Section 2.2 above, Spantel
Communications, Inc. shall upon execution of this Agreement issue to
Paige 300,000 shares of Spantel Communications, Inc. common stock and
shares which will be fully tradable and delivered before the program is
started.
3.0 NO AGENCY
3.1 Paige understands and acknowledges that this letter shall not create or
imply any agency agreement between the parties, and Paige shall not,
nor shall Paige have the right to, commit Spantel Communications, Inc.,
its officers, directors or shareholders in any manner except as shall
have been specifically authorized in writing by Spantel Communications,
Inc.
4.0 INDEMNIFICATION
4.1 In connection with the services which Paige has agreed to render to
Spantel Communications, Inc. hereunder, Spantel Communications, Inc.
shall indemnify Paige, its officers, directors, and agents and hold
them harmless against any losses, claims, damages, or liabilities to
which Paige may become subject in connection with their rendering of
such services except for losses, claims, damages or liabilities
resulting from or arising out of the gross negligence,
misrepresentation or willful misconduct of Paige. Paige will promptly
notify Spantel Communications, Inc. upon its receipt of any notices of
claim or any threat to institute an action or proceeding for which it
or any
other person claims entitlement to indemnification pursuant to this
provision and will promptly notify Spantel Communications, Inc. after
any such proceeding is commenced. In the event Paige becomes involved
in any action or proceeding for which it is indemnified hereunder and
Spantel Communications, Inc. neglects to defend in good faith any such
action on behalf of Paige, then Paige shall be entitled to retain
separate counsel of its choice and Spantel Communications, Inc. shall
reimburse Paige for any legal or other expenses reasonably incurred by
it in connection with investigating, preparing to defend or defending
any lawsuits or other proceedings arising in any manner out of or in
connection with the rendering of such services Spantel Communications,
Inc. agrees that the indemnification and reimbursement commitment set
forth in this Agreement shall apply whether or not Paige is a formal
party to any such lawsuits or other proceedings.
4.2 Paige agrees to indemnify and hold Spantel Communications, Inc., its
officers, directors, agents and employees harmless from and against any
losses, claims, damages, expenses (including reasonable counsel fees)
or liabilities resulting from any actual or threatened actions, suits,
proceedings or claim by third parties which arise out of violations of
any federal or state securities laws due to Paige's gross negligence,
misrepresentation or willful misconduct.
4.3 The indemnity agreement contained in this Section 4 and the
representations and warranties of the parties hereto contained in this
Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement or (ii) any
investigation made by Paige or on behalf of Paige or on behalf of
Spantel Communications, Inc., its officers or directors or any other
person controlling Spantel Communications, Inc.
5.0 MODIFICATION/SEVERABILITY
5.1 The Agreement is the entire agreement between the parties which may not
be amended or modified except in writing, and shall be binding upon and
inure to the benefit of the parties and their successors and assigns.
If any provision of this Agreement, or part thereof, shall be held to
be invalid or unenforceable, it shall not affect the validity or
enforceability of the remaining part or any other provision.
6.0 HEADINGS
6.1 Headings are for convenience only and shall not affect the
interpretation or meaning of the context thereunder.
7.0 REPRESENTATIONS OF SPANTEL COMMUNICATIONS, INC.
7.1 By execution of this Agreement, Spantel Communications, Inc. represents
and warrants to Paige, and Paige shall be entitled to rely fully upon
such representation, that (i) it has full and complete corporate
authority to enter into this Agreement, (ii) that the officer executing
on behalf of Spantel Communications, Inc. is duly empowered to so
execute and, as of the date of signing, holds in good standing the
office indicated and (iii) that Spantel Communications, Inc. intends to
be legally bound by the terms set forth herein which shall be governed
and interpreted under the laws of the State of Florida without
reference to any conflicts of laws principles or rules.
In witness hereof the parties executed this Agreement this 15th day of July,
2002.
XXXXXXX X. XXXXX SPANTEL COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxx Xxxx Xxxxx Xxxxxxxx
Managing Director
EXHIBIT A
SERVICES
OPT-IN EMAIL STRATEGIC PROGRAM. Provider shall undertake and complete to the
best of its ability an email program that will deliver up to 2 million emails
for lead generation, product exposure, and company exposure. All leads will be
delivered to the Company's email address ___________@ _________. Results from
the email lead generation will render to the Company individuals that have
responded to the Provider's email promotion on behalf of Company. A delivery
strategy, with timing and content approval will be "signed off" by the Company.
HTML FORMAT/WEB SITE HOSTING For the duration of this Agreement and not to
exceed the term of this Agreement, Provider shall provide necessary services
related to the hosting of a website or HMTL format in the message body of the
email for the Company; provided that all terms and conditions of this Agreement
are met.
PAIGE TRACKING
PAIGE TRACKING records open rates which indicate the total universe of potential
customers who have seen an advertisement. More important, open rates are also
monitored to record those potential customers who have taken a further action
such as looking at a quote or viewing PAIGE TRACKING is our real-time,
proprietary tracking system. PAIGE TRACKING allows PAIGE'S financial advertising
campaigns to be monitored for quality assurance and for performance recent news
for the profiled security. PAIGE TRACKING can also determine how much total
email has been delivered on behalf of a particular campaign as well determine
which individual links worked best in a particular email. All of this data helps
PAIGE to refine and optimize financial email advertisements to help ensure
better results for future mailings. Best of all, all of this information can be
viewed in real time by PAIGE clients.
