Corporate Offices Xxxx Xxxxxxx
President & CEO
0000 X. Xxxxxx Xxxx Xxxx. Xxx. 000
Xxx Xxxxx, Xxxxxx 00000
Tel (000) 000-0000
Fax (000) 000-0000
Internet: xxxx@xxxxxx.xxx
INTERNET SITE MARKETING - AGREEMENT FOR SERVICES
The following constitutes an agreement (the "Agreement") between
Xxxxxx Corporation. ("XXXXXX"), 0000 Xxxxx Xxxxxx Xxxx Xxxx. -
Suite 105, Las Vegas, Nevada 89102, and the undersigned
(hereinafter referred to as the "Client"):
CLIENT: Prestige Jewelry, Inc.
ADDRESS:
CITY/STATE/ZIP:
CONTACT PERSON:
TELEPHONE:
XXXXXX xxxxxx agrees to perform consulting and advisory services
for the Client in conjunction with the development of their online
marketing activities and any related activities set forth herein.
In consideration of mutual promises made herein and for other good
and valuable consideration, the sufficiency of which are hereby
acknowledged by XXXXXX and Client, both parties agree as follows:
1. Duties of XXXXXX: XXXXXX will provide the services as outlined
below. These services are:
(a) "Development of the Internet Infrastructure" - the
preparation and development of your internet marketing
infrastructure will entail building and executing the following
activities:
(1) Development of a website frontpage and backpage
templates (up to 30 pages or 20 hours
development time spent on design and implementation)
(2) Initial indexing of sites in the search engines
(3) Create listing database for Jewelry listings (up to 300
records)
(4) Help establish and link up client merchant account to
the website (client agrees to pay the cost of the
merchant setup fee with the bank or entity establishing
the internet merchant account for Prestige Jewelry, Inc.
(b) "Executing the Components with the Marketing
Infrastructure" - the action taken with the marketing components
will include the following activities (client agrees to pay the
predetermined hard costs with these activities:
(1) List website in the Yahoo, Lycos, AltaVista, Go
(2) Place text advertising in Google and other applicable
sites
(3) Send highly targeted email out to identified target
markets (usual 1-2K per mailing) cost is .005/mail piece
(4) Submit Xxxxxxxxxxxxxxx.xxx to the search engines and
directories (client understands - these are 3rd party
free services and makes no guarantee of the success or
outcome of the submissions).
(c) "Maintaining the Website and Marketing Components" - the
action taken with the maintenance of the website include the
following activities (client agrees to pay the predetermined hard
costs with these activities (up to 5 hours per month):
- Check links and page errors
- Add new items or text
- Add, modify or delete graphics or pages within the site
2. Client to Provide Information: Client agrees to provide XXXXXX
with any information and documents as may be requested by XXXXXX in
connection with the services to be performed for Client. Client
shall be solely responsible for the accuracy of the information and
representations contained in any documents to be prepared by XXXXXX
on behalf of Client.
Any costs associated with services shall be agreed upon before
services or additional products are to be purchased, performed or
acquired.
- Any purchased indexing in search mechanisms such as: Yahoo,
Go, Excite and so on.
- Overnight mail costs- Client must provide XXXXXX with an
overnight express or similar account number (i.e. UPS,
Airborne, FedEx, etc.). If Client account number is not
provided, XXXXXX will charge $30 per overnight express package
sent out by XXXXXX as related to Client's contract with XXXXXX
- Freelance graphics or flash development
- Any redundancy in hosting or internet access
- Any costs outside the scope of consulting as outlined in the
duties section of this agreement.
3. Compensation: Client shall provide $300 USD at a rate of $85 /
hour and 50,000 shares of Prestige Jewelry, Inc. common stock (at a
base cost of: $.05/share or $2,500 in value) for the services
provided as fully delineated in paragraph 1 of this Agreement.
XXXXXX'X compensation shall be paid on a DUE UPON RECEIPT BASIS.
Any fees, outside services or products shall be paid in accordance
with provision 11 of this agreement.
Client will issue a check for each additional expense incurred. An
invoice will be provided each month for services and if necessary
additional services or products. Client's term on invoice is due
upon receipt.
4. Term of This Agreement: This agreement will be for the period
of twelve (12) months.
This agreement has an Effective Date of: -------------------and an
Ending Date of: -----------------.
5. Timely Review by Client: If documents are not returned to
XXXXXX, correctly executed and with proper payment as indicated,
within 21 days of submission of such documents to the Client for
review, XXXXXX will not guarantee that the documents will be
accepted by XXXXXX or receive priority treatment upon their return.
Finally, any documents which are not returned to XXXXXX within 60
days may, at XXXXXX' sole discretion, be considered completed, in
which case full payment is due XXXXXX pursuant to item 3 herein.
6. Certain Circumstances: XXXXXX assumes no responsibility for
any occurrences beyond its control, including but not limited our
carrier's internet access outages, which may result in client
downtime. In no event will XXXXXX be liable for actual,
incidental, consequential, related or any other type of damages, in
any amount, attributable to such error or oversight on the part of
XXXXXX.
7. Indemnification: Client and XXXXXX hereby agree to indemnify
and hold harmless each other, their partners, employees, agents,
representatives, assigns, and controlling persons (and other
officers, directors, employees, agents, representatives, assigns
and controlling persons of each of them) from any and all losses,
claims, damages, liabilities, costs, and expenses (and all other
actions, suits, proceedings, or claims in respect thereof) and any
legal or other expenses in giving testimony or furnishing documents
in response to a subpoena or otherwise (including, without
limitation, the cost of investigating, preparing or defending any
such action, suit, proceeding, or claim, whether or not in
connection with any action, suit, proceeding or claim for which
they are a party), as and when incurred, directly or indirectly,
caused by, relating to, based upon or arising out of the services
pursuant to this agreement so long as the other party has not
committed intentional or willful misconduct, or shall not have
acted grossly negligent, in connection with the services which form
the basis of the claim for indemnification. The parties further
agree that neither party shall incur any liability on a count of
this agreement or any acts or omissions arising out of or relating
to this agreement except for such parties intentional or willful
misconduct. This paragraph shall survive the expiration or
termination of this agreement.
Please Initial: /s/ X.X. Client also expressly indemnifies
XXXXXX for any future liabilities, either administrative, civil, or
criminal related to the improper use by Client or its assigns of
any and all documentation that is provided to Client by XXXXXX
pursuant to this Agreement.
Please Initial: /s/ X.X. Client hereby further agrees to
indemnify XXXXXX against any action, suit, claim or proceeding,
whether civil, criminal or administrative, and against any fine,
cost, levy, expense, judgment or award arising therefrom
(collectively a "Claim"), in which XXXXXX may be involved (whether
as a witness or a party) as a result of any application or document
filed or processed by XXXXXX, on the Client's behalf, which
contains any false or misleading statement or omission of material
fact or which, other than through gross negligence of XXXXXX,
violates any statute, rule or order of any Federal, state or self-
regulatory authority. Client agrees that XXXXXX shall have no
responsibility to verify the accuracy or adequacy of any statement,
document, fact or information provided to XXXXXX by Client or
Client's attorney, accountant, representative or agents.
8. Compliance with Laws: XXXXXX and Client hereby agree to fully
comply with all applicable Federal and State laws, criminal and
civil laws.
9. Independent Contractor Status: XXXXXX shall perform its
services under this contract as an independent contractor and not
as an employee of Client or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that XXXXXX shall
have no authority to act for, or represent or bind Client or any
affiliate thereof in any manner, except as provided for expressly
in this Agreement or in writing by Client.
10. Additional Services: Client understands and acknowledges by
the acceptance of this Agreement that any and all services outside
the direct scope of the documents listed in Section 1 above shall
be billed to Client by XXXXXX at XXXXXX' then current hourly rates.
Such services specifically include, but are not limited to,
services required as a result of Client's strategic
reconfigurations of its strategy or direction subsequent to the
execution of this Agreement and subsequent to initial information
provided to XXXXXX by Client.
11. Late Fees: Any XXXXXX invoice not paid within thirty (30)
days of such billing is subject to a 3.0% monthly interest charge.
XXXXXX reserves the right to use any and all means of collection
available under applicable law to collect any amount past due.
12. Amendment and Modification: Subject to applicable law, this
Agreement may be amended, modified or supplemented only by a
written agreement signed by both parties. No oral modifications to
this Agreement may be made.
13. Entire Agreement: This Agreement contains the entire
understanding between and among the parties and supersedes any
prior understandings and agreements among them respecting the
subject matter of this Agreement. The failure by XXXXXX to insist
on strict performance of any term or condition contained in this
Agreement shall not be construed by Client as a waiver, at any
time, of any rights, remedies or indemnifications, all of which
shall remain in full force and effect from time of execution
through eternity.
14. Agreement Binding: This Agreement shall be binding upon the
heirs, executors, administrators, successors and permitted assigns
of the parties hereto. Client shall not assign its rights or
delegate its duties under any term or condition set forth in this
Agreement without the prior written consent of XXXXXX.
15. Attorney's Fees: In the event an arbitration, mediation, suit
or action is brought by any party under this Agreement to enforce
any of its terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorneys fees to
be fixed by the arbitrator, mediator, trial court and/or appellate
court.
16. Severability: If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision never comprised a
part hereof; and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and unenforceable
provision, there shall be added automatically as part of this
Agreement a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid
and enforceable.
17. Governing Law: The laws of the State of Nevada shall govern
This Agreement, and the venue for the resolution of any dispute
arising thereof shall be in Xxxxx County, State of Nevada.
IN WITNESS THEREOF, the parties above have caused this Agreement to
be duly executed, as of the day and year set out below.
XXXXXX CORPORATION
By: Xxxx Xxxxxxx Feb 20, 2001
------------ ------------
Xxxx Xxxxxxx, President Date
Client
By:/s/Xxxxxx X. Xxxxxxx 07 Feb 2001
----------------- -----------
Xxxxxx X. Xxxxxxx Date
Client Signature
