EXHIBIT 10.1
SERVICES AGREEMENT
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This Services Agreement (the "Agreement") is made as of June 1, 2001, by
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and between The Atlas Group of Companies, LLC ("ATLAS"), a Limited Liability
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Company organized under the laws of the State of Delaware, and WealthHound, Inc.
("WealthHound"), a corporation organized under the laws of the State of
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Delaware.
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WITNESSETH:
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WHEREAS, WealthHound and ATLAS are parties to a Sublease Agreement dated
the 2nd day of February 2001, as amended as of May 1, 2001, (the "Sublease
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Agreement").
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WHEREAS, the parties have terminated the Sublease Agreement and desire to
replace it with a Services Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants and
obligations set forth herein, the parties agree as follows:
1. Office and Other Administrative Services. ATLAS shall provide the
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following services ("Services") to WealthHound, and any affiliates and/or
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subsidiaries listed on Exhibit A attached hereto and made a part hereof:
(a) office space for up to four (4) employees of WealthHound and related
office services such as utilities, telecommunications equipment (including the
costs of installment and maintenance of lines, office units, and the PBX switch
as well as for actual calls), office supplies, receptionist, mailroom services,
cleaning services, maintenance services and general office equipment (for
example, photocopiers and telefax machines), computers and all related software
installed therein, and postage.
(b) WealthHound shall give ATLAS at least Thirty (30) days notice of its
need for office space for a new employee. Nothing herein shall require ATLAS to
lease new office space to accommodate WealthHound personnel.
2. Cost of Services. In consideration for the Services provided herein,
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WealthHound shall pay the sum of Two Thousand Five Hundred ($2,500) Dollars per
month. Each monthly payment shall be made in advance on the 1st day of each
month during the Term. Checks shall be made payable to "THE ATLAS GROUP OF
COMPANIES, LLC."
3. Term and Termination.
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(a) This Agreement shall commence as of the date set forth above and,
unless earlier terminated pursuant to paragraphs (b), (c), or (d) of this
Section, shall continue for two (2) years after that date (the "Term"). Upon
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termination, all rights and obligations of each party hereto shall cease as of
the date of termination and any amounts owed by either party hereto shall be
paid in full;
(b) This Agreement shall also terminate automatically and effective
immediately upon the earlier to occur of:
(i) the dissolution, termination or liquidation of ATLAS or
WealthHound; or
(ii) the appointment of a trustee in bankruptcy for ATLAS or
WealthHound, an assignment of assets for the benefit of ATLAS's or WealthHound's
creditors or the adjudication of bankruptcy with respect to ATLAS or
WealthHound;
(c) In the event that either party hereto shall commit any material
breach of or default under this Agreement and such breach or default is not
cured within thirty days after notice of such breach or default (if remediable),
the non-defaulting or non-breaching party shall have the right (but not the
obligation), in addition to all other legal and equitable remedies that may be
available to such party, to terminate this Agreement; or
(d) By either party for any reason whatsoever upon 60 days written
notice to the other party.
4. Direction and Control of ATLAS's Personnel. ATLAS shall have the
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exclusive right to direct and control its personnel and/or any third parties
providing the Services hereunder, free of any supervision, direction or control
by WealthHound (other than in respect of WealthHound's right, as the recipient
of such Services, to specify the nature of the Services desired to be
performed). ATLAS shall have the sole right to determine the conditions of
employment for all ATLAS personnel providing Services hereunder, including
without limitation, their working hours, employment and vacation policies,
benefits, seniority, promotions and assignments. ATLAS will be solely
responsible for compensation of such personnel and for all withholding taxes,
unemployment insurance, workmen's compensation, and any other insurance and
fringe benefits with respect to such personnel. ATLAS shall also have the
exclusive right to hire and fire such personnel. Unless ATLAS shall have acted
in breach of this agreement with respect to ATLAS's personnel, ATLAS shall be
solely responsible for severance or amounts payable upon the termination of
employment of such personnel or any dispute or claim concerning that termination
and ATLAS shall indemnify, defend and hold WealthHound and its officers and
directors, harmless, from any and all claims brought against them by ATLAS
personnel relating to such termination, dispute or claim.
5. Limitation of Liability.
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(a) ATLAS shall use its best efforts to provide the Services under this
agreement in a professional and timely manner; in no event, however, shall ATLAS
be liable to ATLAS for any loss, damage, claim, liability or expense of any kind
caused directly or indirectly by any action (other than for ATLAS's gross
negligence or willful breach of this Agreement) taken in furnishing the Services
to be provided under this Agreement.
(b) Neither ATLAS nor WealthHound shall be liable to the other for any
special indirect, incidental, consequential or punitive damages, including
without limitation, lost or imputed profits, lost savings, loss of goodwill or
legal expenses, resulting from any cause whatsoever, whether liability is
asserted in contract, tort or otherwise (including negligence and strict product
liability), and regardless of the form of legal action, even if the party has
advised or has been advised of the possibility of any such loss or damage. In
no event shall the aggregate damages claimed by WealthHound hereunder exceed the
total fees actually paid by WealthHound to ATLAS under this Agreement,
regardless of the number or extent of such claims.
6. Independent Contractor
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ATLAS shall be, and in all respects be deemed to be, an independent
contractor in the performance of its duties hereunder, any law of any
jurisdiction to the contrary notwithstanding. ATLAS shall not, by reason of this
Agreement or the performance of the Services, be or be deemed to be, an
employee, agent, partner, co-venturer or controlling person of WealthHound, and
ATLAS shall have no power to enter into any agreement on behalf of, or
otherwise bind WealthHound. Without limiting the foregoing, ATLAS shall not
enter into any contract or commitment on behalf of WealthHound.
7. Other Material Terms and Conditions
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a. Additional Instruments. Each of the parties shall from time to
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time, at the request of others, execute, acknowledge and deliver to the other
party any and all further instruments that may be reasonably required to
give full effect and force to the provisions of this Agreement.
b. Entire Agreement. Each of the parties hereby covenant that this
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Agreement, together with the exhibits attached hereto as earlier referenced,
is intended to and does contain and embody herein all of the understandings
and agreements, both written or oral, of the parties hereby with respect to
the subject matter of this Agreement, and that there exists no oral agreement
or understanding expressed or implied liability, whereby the absolute,
final and unconditional character and nature of this Agreement shall
be in any way invalidated, empowered or affected. There are no
representations, warranties or covenants other than those set forth herein.
c. Laws of the State of New York. This Agreement shall be deemed to
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be made in, governed by and interpreted under and construed in all
respects in accordance with the laws of the State of New York irrespective
of the country or place of domicile or residence of either party. In the
event of controversy arising out of the interpretation, construction,
performance or breach of this Agreement, the parties hereby agree and consent to
the jurisdiction and venue of the County of New York, New York.
d. Assignment. The benefits of the Agreement shall inure to the
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respective successors and assignees of the parties hereto, and the
obligations and liabilities assumed in this Agreement by the parties hereto
shall be binding upon their respective successors and assigns; provided that
the rights and obligations of WealthHound under this Agreement may not be
assigned or delegated without the prior written consent of ATLAS, and any such
purported assignment shall be null and void. Notwithstanding the foregoing,
ATLAS may assign this Agreement to any of its affiliated or subsidiary
corporations.
e. Originals. This Agreement may be executed in any number of
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counterparts, each of which so executed shall be deemed an original and
constitute one and the same agreement. Facsimile copies with signatures shall
be given the same legal effect as an original.
f. Modification and Waiver. A modification or waiver of any of the
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provisions of this Agreement shall be effective only if made in writing
and executed with the same formality as this Agreement. The failure of any
party to insist upon strict performance of any of the provisions of this
Agreement shall not be construed as a waiver of any subsequent default of the
same or similar nature or of any
other nature.
g. Notices. All notices and other communications
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hereunder shall be deemed given upon (a) the sender's confirmation of receipt of
a facsimile transmission to the recipient's facsimile number set forth below,
(b) confirmed delivery by a standard overnight carrier to the recipient's
address set forth below, or (c) delivery by hand to the recipient's address set
forth below (or, in each case, to or at such other facsimile number or address
for a party as such party may specify by notice given in accordance with this
Section 7 (g)):
(a) If to WealthHound, to:
Xx. Xxxxxx Xxxxxxxxx, Esq.
General Counsel
WealthHound, Inc.
000 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
(b) If to Atlas, to:
Xxxxxxx X. Xxxxxx
Chief Executive Officer
The Atlas Group of Companies, LLC
000 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives as of
the day and year first above written.
THE ATLAS GROUP OF COMPANIES, LLC WEALTHHOUND, INC.
By:________________________ By:________________________
(Signature) (Signature)
Name:______________________ Name:______________________
(print) (print)
Title:______________________ Title:_____________________
Date:_______________________ Date:______________________
EXHIBIT A
1. XxxxxxXxxxx.xxx, Inc.
2. eNvitro, Inc.
3. OSRS Communications, Inc.
4. WealthHound Trading, Inc.
