Services Agreement
1 Parties Involved and the Purpose of Cooperation
This Services Agreement (the "Agreement") is by and between A.T.
Xxxxxxx Business Consulting ("ATMBC") and American Market Support
Network, Inc. ("AMSN").
The object of the Agreement is for ATMBC perform the services on
behalf of AMSN, as described below and only as approved by AMSN.
2 Services to be Provided
The services ATMBC shall provide for AMSN shall include, but may
not be limited to: supplying a qualified individual to act as an
interim President for AMSN, management of sales and marketing
departments, sales lead generation and closing of sales, overseeing
human resources, and general office administration. These duties
shall be laid out in more detail by the management of AMSN during
the period ATMBC is contracted by AMSN.
3 Liability
ATMBC shall conduct activities strictly under the conditions that
its personnel are acting in the capacity as contracted service
providers to AMSN. Any activities ATMBC personnel perform in this
capacity, that have not been specifically ordered by AMSN, shall be
considered independent acts on ATMBC's part and AMSN assumes no
liability or responsibility related to said activities, or any
consequences related to said activities, or their use or misuse.
4 Anti-Recruiting
Neither AMSN nor ATMBC shall recruit any of the other party's
employees or other affiliated personnel during or for six (6)
months after the termination of this Agreement.
5 Handling the Agreement Contract to a Third Party
This Agreement cannot be released to a third party (except AMSN's
designee) without written approval of the non-releasing party.
This Agreement will be written in two identical copies, one for
both parties involved.
6 The Validity of the Agreement
This Agreement shall be effective August 1, 2001 and continue in
full force and effect until canceled by ATMBC or AMSN through means
outlined in this Agreement. This Agreement can be canceled by
either party by giving the other party twenty-four hours written
notice.
7 Financial Information
For the above services, ATMBC will be compensated according to the
following commission schedule.
ATMBC shall receive a commission of seven percent (7%) of all net
revenues generated by and on behalf of AMSN*, except those from
outsourced newsletter campaigns, where ATMBC shall receive a
commission of seven percent (7%) of the net revenues after all
applicable fees have been paid to the outside service provider.
ATMBC shall also receive a commission of twenty-five percent (25%0
of all gross revenues from the first (1st) month of any non-
outsourced AMSN service generated directly by it and its employees,
except those from outsourced newsletter campaigns, where ATMBC
shall receive a commission of twenty-five percent (25%) of the net
revenues after all applicable fees have been paid to the outside
service provider.
And, as long as the accounts generated directly by ATMBC and its
employees remain active, ATMBC shall receive a commission of
fifteen percent (15%) of all gross revenues from each remaining
month of any non-outsourced AMSN service generated directly by it
and its employees, except those from outsourced newsletter
campaigns, where ATMBC shall receive a commission of fifteen
percent (15%) of the net revenues after all applicable fees have
been paid to the outside service provider.
In this Agreement, net revenues shall be defined as gross
revenues/sales minus any hard costs that AMSN must pay out to other
subcontractors or service providers in order to supply the services
sold on behalf of AMSN to its clients.
*ATMBC shall not be entitled to receive commission of any type on
revenues generated on AMSN's behalf by Meridian Advisors or its
employees.
ATMBC shall be responsible for keeping accurate records of the
services it performs for AMSN as well as the revenues it and its
employees are directly responsible for generating. ATMBC shall
present invoices based on those records to AMSN for payment. AMSN
shall pay those invoices in a timely fashion.
ATMBC shall be eligible to receive up to three thousand dollars
($3,000) during the remainder of 2001 as a draw against future
commissions from AMSN. If any or all of this draw amount is given
to ATMBC, the total amount that has been drawn must be repaid to
AMSN before any commissions may be received by ATMBC. The
appropriate amount will be subtracted from ATMBC's commissions
until the entire draw has been repaid.
8 Miscellaneous
8.1 Notices.
All reports, communications, requests, demands or notices required
by or permitted under this Agreement shall be in writing and shall
be deemed to be duly given on the date same is sent and
acknowledged via hand delivery, facsimile or reputable overnight
delivery service (with a copy simultaneously sent by registered
mail), or, if mailed, five (5) days after mailing by certified or
registered mail, return receipt requested, to the party concerned
at the following address:
A.T. Xxxxxxx Business Consulting
X.X. Xxx 0000
Xxxx Xxxxxxx, XX 00000
American Market Support Network
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Any party may change the address to which such notices and
communications shall be sent by written notice to the other
parties, provided that any notice of change of address shall be
effective only upon receipt.
8.2 Integration.
This Agreement sets forth the entire Agreement and understanding
between the parties, or to the subject matter hereof and supersedes
and merges all prior discussion, arrangements and agreements
between them.
8.3 Amendments.
This Agreement may not be amended or modified except by written
instrument signed by each of the parties hereto.
8.4 Interpretation.
This Agreement shall be construed by and interpreted in accordance
with the laws of the State of Texas, without regard to principles
of conflict of law. The headings given to the paragraphs of this
Agreement are for the convenience of the parties only and are not
to be used in any interpretation of this Agreement.
8.5 Jurisdiction.
The parties hereby (i) agree that the State and Federal courts
sitting in the State of Texas, County of Xxxxxx shall have
exclusive jurisdiction in any action arising out of or connected in
any way with this Agreement; (ii) each consent to personal
jurisdiction of and venue in such courts in any such matter; and
(iii) further agree that the service of process or of any other
papers with respect to such proceedings upon them by mail in
accordance with the provisions set out in Article 9.1 hereof shall
be deemed to have been duly given to and received by them five (5)
days after the date of certified mailing and shall constitute good,
proper and effective service.
8.6 Severability.
In the event that any one or more provisions of this Agreement
shall be held invalid, illegal or unenforceable in any respect, the
validity, legality or enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby.
8.7 Waiver.
No failure or delay on the part of either party in exercising any
power or right under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power
or right preclude any other or further exercise thereof of the
exercise of any other power or right. No waiver by wither party of
any provision of this Agreement, or of any breach or default, shall
be effective unless in writing and signed by the party against whom
such waiver is to be enforced. All rights and remedies provided
for herein shall be cumulative an in addition to any other rights
or remedies such parties may have at law or in equity.
9 Counterparts.
This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement this 1st day of August 2002.
For A.T. Xxxxxxx Business Consulting /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
For American Market Support Network, Inc. /s/ Pertti Luhanto
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Pertti Luhanto
Chairman
