Advanced Outsource Agreement for Sales Services
This Agreement is made between EShop Communities, Inc. (Client) with a principle
place of business at 000 Xxxx 0xx xxx., Xxxxxxxxx, XX 00000 and (Advanced
Outsource), with a principal place of business at: 0000 Xxxxxx Xxxxx Xxxxx,
Xxxxxxxxx, XX. This Agreement will become effective on
10/7/2003 and will end no later than 10/7/2004.
Services to be Performed
Advanced Outsource agrees to sell the following product for EShop Communities,
Inc.:
Online advertising medium supported by proper online marketing campaign to local
small businesses covering the Temecula & Murrieta region.
This work will be performed by Advanced Outsource. Advanced Outsource shall have
no obligation to perform any services other than the sale of the product
described here unless further compensation is agreed upon.
Compensation
In consideration for the services to be performed by Advanced Outsource, EShop
Communities, Inc. agrees to pay Advanced Outsource a commission on completed
sales as follows:
Seven ($7) dollars per month per committed client. Committed client is defined
as any client agreed in writing to receive an advertisement listing on EShop
Communities' website.
Advanced Outsource acknowledges that no other compensation is payable by
EShop Communities, Inc., and that all of Advanced Outsource's compensation
will depend on sales made by Advanced Outsource. None of Advanced
Outsource's compensation shall be based on the number of hours worked by
Advanced Outsource.
Expenses
Advanced Outsource shall be responsible for all expenses incurred while
performing services under this Agreement. This includes license fees,
memberships and dues; automobile and other travel expenses; meals and
entertainment; insurance premiums; and all salary, expenses and other
compensation paid to employees or contract personnel the Advanced Outsource
hires to complete the work under this Agreement.
Independent Advanced Outsource Status
Advanced Outsource's employees or contract personnel are not EShop Communities,
Inc.'s employees. Advanced Outsource and EShop Communities, Inc. agree to the
following rights consistent with business to business relationship:
*Advanced Outsource has the right to perform services for others during the term
of this Agreement.
*Advanced Outsource has the sole right to control and direct the means, manner
and method by which the services required by this Agreement will be performed.
Consistent with this freedom from EShop Communities, Inc.'s control, Advanced
Outsource:
- does not have to pursue or report on leads furnished by EShop Communities,
Inc.
- is not required to attend sales meetings organized by EShop Communities, Inc.
- does not have to obtain EShop Communities, Inc.'s pre-approval for orders, and
*Subject to any restrictions on Advanced Outsource's sales territory contained
in this Agreement, Advanced Outsource has the right to perform the services
required by this Agreement at any location or time.
*Advanced Outsource will furnish all equipment and materials used to provide the
services required by this Agreement and may except further marketing materials
in conjunction with EShop Communities.
*Advanced Outsource has the right to hire assistants as subcontractors, or to
use employees to provide the services required by this Agreement, except that
EShop Communities, Inc. may supply Advanced Outsource with sales forms.
*The Advanced Outsource or Advanced Outsource's employees or contract personnel
shall perform the services required by this Agreement; EShop Communities, Inc.
shall not hire, supervise or pay any assistants to help Advanced Outsource.
*EShop Communities, Inc. shall not require Advanced Outsource or Advanced
Outsource's employees or contract personnel to devote full time to performing
the services required by this Agreement.
Business Permits, Certificates and Licenses
Advanced Outsource has complied with all federal, state and local laws requiring
business permits, certificates and licenses required to carry out the services
to be performed under this Agreement.
State and Federal Taxes
EShop Communities, Inc. will not:
*withhold state or federal income tax from Advanced Outsource's payments.
Advanced Outsource shall pay all taxes incurred while performing services under
this Agreement--including all applicable income taxes and, if Advanced Outsource
is not a corporation, self-employment (Social Security) taxes. Upon demand,
Advanced Outsource shall provide EShop Communities, Inc. with proof that such
payments have been made.
Fringe Benefits
Advanced Outsource understands that neither Advanced Outsource nor Advanced
Outsource's employees or contract personnel are eligible to participate in any
employee pension, health, vacation pay, sick pay or other fringe benefit plan of
EShop Communities, Inc.
Confidentiality
Advanced Outsource will not disclose or use, either during or after the term of
this Agreement, any proprietary or confidential information of EShop
Communities, Inc. without EShop Communities, Inc.'s prior permission except to
the extent necessary to perform services on Advanced Outsource's behalf.
Proprietary or confidential information includes:
*the written, printed, graphic or electronically recorded materials furnished by
EShop Communities, Inc. for Advanced Outsource to use
*business plans, customer lists, operating procedures, trade secrets, design
formulas, know-how and processes, computer programs and inventories, discoveries
and improvements of any kind, and
*information belonging to customers and suppliers of EShop Communities, Inc.
about whom Advanced Outsource gained knowledge as a result of Advanced
Outsource's services to EShop Communities, Inc..
Advanced Outsource shall not be restricted in using any material which is
publicly available, already in Advanced Outsource's possession or known to
Advanced Outsource without restriction, or which is rightfully obtained by
Advanced Outsource from sources other than EShop Communities, Inc.
Upon termination of Advanced Outsource's services to EShop Communities, Inc., or
at EShop Communities, Inc.'s request, Advanced Outsource shall deliver to EShop
Communities, Inc. all materials in Advanced Outsource's possession relating to
EShop Communities, Inc.'s business.
Terminating the Agreement
With reasonable cause, either EShop Communities, Inc. or Advanced Outsource may
terminate this Agreement, effective immediately upon giving written notice.
Reasonable cause includes:
*a material violation of this Agreement, or
* any act exposing the other party to liability to others for personal injury or
property damage.
OR
Either party may terminate this Agreement any time by giving thirty days written
notice to the other party of the intent to terminate.
Exclusive Agreement
This is the entire Agreement between Advanced Outsource and EShop Communities,
Inc.
Severability
If any part of this Agreement is held unenforceable, the rest of the Agreement
will continue in effect.
Applicable Law
This Agreement will be governed by the laws of the state of California.
Notices
All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
*when delivered personally to the recipient's address as stated on this
Agreement
*three days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated on this Agreement, or
*when sent by email to the proper email address of the recipient known to the
person giving notice. Notice is effective upon receipt provided that a duplicate
copy of the notice is promptly given by first class mail, or the recipient
delivers a written confirmation of receipt.
No Partnership
This Agreement does not create a partnership relationship. Advanced Outsource
does not have authority to enter into contracts on EShop Communities, Inc.'s
behalf.
Resolving Disputes
If a dispute arises under this Agreement, any party may take the matter to
court.
Mediation
If any court action is necessary to enforce this Agreement, the prevailing party
shall be entitled to reasonable attorney fees, costs and expenses in addition to
any other relief to which he or she may be entitled.
OR
If a dispute arises under this Agreement, the parties agree to first try to
resolve the dispute with the help of a mutually agreed-upon mediator in
California. Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties.
If the dispute is not resolved within 30 days after it is referred to the
mediator, any party may take the matter to court.
Signatures
EShop Communities, Inc.:
EShop Communities, Inc. Representative:
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
President
10/7/2003
Advanced Outsource Represntative
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Tax Id. 00-0000000
10/7/2003
If Agreement Is Faxed:
Advanced Outsource and EShop Communities, Inc. agree that this Agreement will be
considered signed when the signature of a party is delivered by facsimile
transmission. Signatures transmitted by facsimile shall have the same effect as
original signatures.
