Services Agreement
1 Parties Involved and the Purpose of Cooperation
This Services Agreement (the "Agreement") is by and between
Legendium, Inc. ("Legendium") and American Market Support Network,
Inc. ("AMSN").
The object of the Agreement is for Legendium perform the services
on behalf of AMSN, as described below and only as approved by AMSN.
2 Services to be Provided
The services Legendium shall provide for AMSN shall include, but
may not be limited to: management of accounting services, i.e.
accounts receivable/accounts payable/payroll/bank accounts/etc;
management of IT-related hardware/software/network; set up and
management of Internet and telecommunications accounts and
equipment; preparation of internal and external documents;
coordination of mail/parcel services; acquisition of office
supplies; and general office administration. These duties shall be
laid out in more detail by the management of AMSN during the period
Legendium is contracted by AMSN.
3 Liability
Legendium shall conduct activities strictly under the conditions
that its personnel are acting in the capacity as contracted service
providers to AMSN. Any activities Legendium personnel perform in
this capacity, that have not been specifically ordered by AMSN,
shall be considered independent acts on Legendium'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 Legendium 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 Legendium 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. Legendium may also cancel this Agreement at any time with
twenty-four hours written notice if AMSN fail to make scheduled
payments to Legendium on a timely basis.
7 Financial Information
For the above services, Legendium will be compensated according to
its customary fee schedule.
Legendium shall be responsible for keeping accurate records of the
services it performs for AMSN and presenting invoices based on
those records to AMSN for payment. AMSN shall pay those invoices
in a timely fashion.
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:
Legendium Communications, Inc./Pertti
Lubanto
0000 Xxx Xxxxxx, Xxxxx 000
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 Legendium, Inc. /s/ Pertti Luhanto
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Pertti Luhanto
For American Market Support Network, Inc. /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
