THIS AGREEMENT MADE AS OF THE
Day of April 2001
BETWEEN:
Xxxxxx Xxxxx, the vendor having an office located at 00000 Xxxxxxxxx Xxxxx,
Xxxxx X, Xxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as
"the Vendor")
and
Southern States Power Company, Inc., a company duly incorporated pursuant to the
laws of the State of Delaware and having an office located at 0000 Xxxxxx Xxxxxx
Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 (hereinafter referred to as "SSPC")
WHEREAS SSPC is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.
AND WHEREAS THE VENDOR has reviewed the attached Appendix and is desirous of
performing the stated tasks for SSPC.
AND WHEREAS THE VENDOR has secured the services and has agreements of other
third party's which has obligations to SSPC under this agreement.
AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendix upon the terms and
conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
(1) The Appendices attached hereto and marked as Appendix A is an integral
part of this Agreement and the duties therein stated are binding upon the
parties hereto.
(2) Upon execution of this Agreement THE VENDOR shall immediately commence:
1 Developing and implementing a sales and marketing plan relating to the
business of SSPC and its products in accordance with the provisions of
Appendix A;
(3) The term of this Agreement shall be Six (6) MONTH from the date of
execution hereof.
(4) SSPC hereby grants THE VENDOR the right to assign any or all of its
obligations incurred hereunder to any entity which is an affiliate of THE
VENDOR and by this Agreement does hereby consent to any said Assignment
upon THE VENDOR advising SSPC of said assignment in writing to SSPC's
address for service noted herein and that subsequent to said assignment
SSPC's relationship with THE VENDOR is severed in its entirety provided
however that SSPC is in no manner responsible for any further costs or
expenses to said affiliate save and except for those said costs noted in
this Agreement which have not been paid to THE VENDOR.
(5) Any reference in this Agreement or the Appendices to "THE VENDOR" shall
include Xxxxxx Xxxxx, his agents, assigns, successors, employees or any
person acting on their behalf.
(6) SSPC acknowledges that THE VENDOR in performing the services noted in the
attached Appendix is relying exclusively upon the information provided it
by SSPC and therefore notwithstanding anything to the contrary herein
contained SSPC acknowledges that it is solely responsible for the
truthfulness of the information provided to THE VENDOR and therefore
completely, wholly and without reservation indemnifies and saves THE
VENDOR, its Officers, Directors, Agents, Employees or Assigns from any and
all liability respecting the performance of THE VENDOR duties herein
including but not restricted to any and all legal fees incurred.
(7) Not to restrict the foregone paragraph 5 SSPC further acknowledges that it
has an exclusive duty to review any and all information prepared by THE
VENDOR and therefore any and all errors and/or omissions contained in any
of the services provided SSPC by THE VENDOR are hereby waived in their
entirety and SSPC agrees to be totally and without reservation responsible
for same should they occur and waives any action it can or may have
against THE VENDOR, its Agents, Employees, Directors, Officers or Assigns
for any damage or loss occasioned as a result of any said error and or
omission and further should any damage be occasioned to any third party as
a result of any said error or omission that SSPC fully and completely
indemnifies THE VENDOR, its Directors, Officers, Employees, Agents or
Assigns for any and all said damages including but not restricted to legal
fees incurred.
(8) THE VENDOR shall have the right hereunder to conduct any investigation of
SSPC or the SSPC products as it deems necessary in order for it to be
assured that SSPC is following the term and the spirit of this Agreement
and in the event that THE VENDOR in the course of its investigation forms
the reasonable belief that SSPC is or may not be able to fulfill it's
obligations hereunder (such as not having sufficient inventory available
to satisfy consumer needs or is conducting it's business affairs in a
manner not consistent with the standards and ethics of typical business'
conducting business) then and in that event the cost of the investigation
shall be borne by SSPC and THE VENDOR shall , at it's sole option, be
entitled to forthwith terminate this Agreement without Notice or Penalty.
(9) This Agreement shall be governed by the laws of the State of Florida and
any court proceedings commenced hereunder shall be commenced and concluded
at the venue of THE VENDOR's direction within the State of Florida and
that should any legal action be commenced by SSPC against THE VENDOR that
SSPC shall provide THE VENDOR with FOURTEEN (14) DAYS Written Notice to
THE VENDOR to select a venue within the State of Florida to commence its
action and should THE VENDOR refuse or neglect to advise SSPC of said
venue within the time period noted herein then and in that event SSPC
shall be at liberty to select its own venue within the State of Florida.
(10) THE VENDOR's address for service hereunder shall be in care of 00000
Xxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx 00000
(11) SSPC's address for service hereunder shall be 0000 Xxxxxx Xxxxxx Xxxx.,
Xxxxx 000, Xxxxxxx, XX 00000.
(12) Should any provision of this Agreement be ruled invalid, unenforceable or
illegal then and in that event the offending provision shall be struck
here from and be of no further force and effect but that the remainder of
this Agreement shall remain in full force and effect.
(13) In consideration of THE VENDOR performing the services noted in the
attached Appendices A, SSPC shall pay to Xxxxxx Xxxxx the greater in value
of One Hundred Sixty Thousand (160,000) Shares by way of SSPC Common Stock
or Forty Thousand Dollars ($40,000.00) through SSPC's S-8 Registration
Statement with the Security and Exchange Commission said shares to be
deposited with Xxxxx Xxxxxxx prior to any services contracted to be
provided for SSPC by THE VENDOR being released to SSPC and in any event on
or before April 8, 2010.
(14) The parties acknowledge each to the other that this Agreement has been
approved by the SSPC Board of Directors and is a binding Agreement on both
parties as evidenced by the execution hereof by an authorized signatory of
each party.
Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx
-----------------------------
Authorized Signatory
Southern States Power Co, Inc.
Xxxxxxxx XxXxx, Vice-President
/s/ Xxxxxxxx XxXxx
---------------------------------
Authorized Signatory
Appendix A
Details of the Sales and Marketing plan
The Vendor will construct a corporate sales and marketing plan outlining the
following:
o An analysis of the total market for products or services that SSPC
is engaged in;
o Detailed information on the different market segments that the SSPC
products or services will appeal to;
o A preparation of a pricing schedule, as well those kinds of
discounts offered, and to whom they are offered to;
o Preparation of a sales forecast;
o Suggestions on the media that SSPC could use in the marketing
campaign;
o Plan Develop and implement strategic alliances that will help the
company produce and market the "Bio Diesel" or any other product
that SSPC may be engaged in.
The Vendor will outline the said components and others pertaining to the sales
and marketing plan for SSPC. Further Due diligence with SSPC and its vendors
will be necessary.
