SERVICES AGREEMENT
Exhibit
1.3
THIS
SERVICES AGREEMENT (this “Agreement”) is effective as of October 19, 2007 by and
between The Children’s Internet, Inc., a Nevada corporation (the “Company”), and
Two Dog Net, Inc., a Utah corporation (“TDN”).
RECITALS
WHEREAS,
the
Company has entered into that certain Definitive Stock Purchase Agreement dated
October 19, 2007 by and among the Company, The Children’s Internet Holding
Company, LLC, Inc. (“TCIH”), Shadrack Films, Inc., Xxxxxxx Xxxxx, and Xxxxxx
Xxxxxxxx (the “DSPA”), pursuant to which TCIH will acquire control of the
Company, subject to certain conditions.
WHEREAS,
TDN
wishes to provide certain services to the Company and the Company wishes to
obtain such services from TDN in anticipation of the Closing (as defined in
the
DSPA).
AGREEMENT
NOW,
THEREFORE,
in
consideration for the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Services.
1.1 TDN
shall
provide the services (the “Services”) to the Company set forth on the Schedule
of Services attached hereto as Exhibit
A
(the
“Schedule of Services”) from October 19, 2007 until the Closing in consideration
for the monthly payments by the Company set forth on Schedule of
Services.
1.2 TDN
shall
make the Services available to the Company 24-hours a day and shall maintain
such Services in proper working condition for the Company’s use.
1.3 TDN
agrees to indemnify the Company, TCIH and its manager for all losses or claims
arising from TDN’s failure to provide, maintain, or make available the Services
provided that TCI is in compliance with the terms of this Agreement and provided
further that neither party shall be responsible for performance of its
obligations hereunder where delayed or hindered by war, riots, embargoes,
strikes, natural disasters or other occurrences beyond the party’s
control.
2. Payment.
The
Company shall pay to TDN the amounts set forth on Exhibit
A
as
invoiced by TDN, pro rated based on days elapsed for any partial months.
Payments shall be due on the first day of each calendar month and are considered
delinquent the next day. TDN reserves the right to discontinue services if
payment is not received subject to 24 hours notice to TCI and TCIH as provided
below.
3. Third
Party Beneficiary/Guarantor.
The
parties hereto agree and acknowledge that due to TCIH’s interest in maintaining
the TCI business until the Closing, TCIH is a third party beneficiary under
this
Agreement and may enforce TCI’s rights hereunder in the event TCI fails to so
enforce. TCIH shall guaranty TCI’s payments hereunder.
4. Notice.
Any
notice hereunder to TCI or TCIH shall be delivered via facsimile transmission
and e-mail to:
Xxxxxxx
X. Xxxxx III
Fax:
(000) 000-0000
Email:
xxxxxx@xxxxxxxxxxxx.xxx
With
a
copy to:
Xxxxx
X.
Xxxxx, Esq.
Fax:
(000) 000-0000
Email:
xxxxx.xxxxx@xxxxxxxx.xxx
5. Termination.
This
Agreement shall automatically terminate January 31, 2008 or the earlier Closing
or termination of the DSPA.
6. Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF,
the
parties have executed and delivered this Agreement as of the date first above
written.
| THE CHILDREN’S INTERNET, INC | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxx | |
|
Xxxxxxx X. Xxxxx, Acting CEO |
||
| TWO DOG NET, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxx | |
|
Xxxxxx Xxxxxxxx, Chief Executive Officer |
||
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ACKNOWLEDGED
AND
AGREED
TO:
|
|||
|
THE
CHILDREN’S INTERNET
HOLDING
COMPANY, LLC
|
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| /s/ Xxxxxxx Xxxxx | |||
|
Xxxxxxx X. Xxxxx, Manager |
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