Contract
Exhibit
10.7
AGREEMENT
is to be
effective as of the 15th
day of
April, 2004 by and between Equitilink, LLC, maintaining its principal offices
at
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, XX 00000 (hereinafter referred
to as
“Equitilink”) and SiteWorks, Inc., maintaining its principal offices at 0000 X.
Xxxxx Xxx., Xxxx 0X, Xxxxx, XX 00000, (hereinafter referred to as
“Client”).
W
I T N E S E T H:
WHEREAS,
Equitilink is engaged in the business of providing and rendering public
relations and communications services and has knowledge, expertise and personnel
to render the requisite services to Client; and
WHEREAS,
Client is desirous of retaining Equitilink for the purpose of obtaining public
relations and corporate communications services so as to better, more fully
and
more effectively deal and communicate with its shareholders and the investment
banking community.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
Engagement
of Equitilink.
Client
herewith engages Equitilink and Equitilink agrees to render to Client public
relations, communications, advisory and consulting services.
| A. |
The
consulting services to be provided by Equitilink shall include, but
are
not limited to, the development, implementation and maintenance of
an
ongoing program to increase the investment community’s awareness of
Client’s activities and to stimulate the investment community’s interest
in Client. Client acknowledges that Equitilink’s ability to relate
information regarding Client’s activities is directly related to the
information provided by Client to Equitilink.
|
| B. |
Client
acknowledges that Equitilink will devote such time as is reasonably
necessary to perform the services for Client, having due regard for
Equitilink’s commitments and obligations to other business for which it
performs consulting services.
|
Term
and Termination.
This
Agreement shall be for a period of four (4) months commencing on the effective
date hereof. If the Client does not cancel the contract during the term, the
contract will automatically be extended for an additional three (3)
months.
Treatment
of Confidential Information.
Company
shall not disclose, without the consent of Client, any financial and business
information concerning the business, affairs, plans and programs of Client
which
are delivered by Client to Equitilink in connection with Equitilink’s services
hereunder, provided such information is plainly and prominently marked in
writing by Client as being confidential (the “Confidential Information”).
Equitilink will not be bound by the foregoing limitation in the event (i) the
Confidential Information is otherwise disseminated and becomes public
information or (ii) Equitilink is required to disclose the Confidential
Information pursuant to a subpoena or other judicial order.
Representation
by Equitilink of Other Clients.
Client
acknowledges and consents to Equitilink rendering public relations, consulting
and/or communications services to other clients of Equitilink engaged in the
same or similar business as that of Client.
Indemnification
by Client as to Information Provided to Equitilink.
Client
acknowledges that Equitilink, in the performance of its duties, will be required
to rely upon the accuracy and completeness of information supplied to it by
Client’s officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Equitilink, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Equitilink.
Independent
Contractor.
It is
expressly agreed that Equitilink is acting as an independent contractor in
performing its services hereunder. Client shall carry no workers compensation
insurance or any health or accident insurance on Equitilink or consultant’s
employees. Client shall not pay any contributions to social security,
unemployment insurance, Federal or state withholding taxes nor provide any
other
contributions or benefits that might be customary in an employer-employee
relationship.
Non-Assignment.
This
Agreement shall not be assigned by either party without the written consent
of
the other party.
Compensation.
SEE
SCHEDULE A1
Notices.
Any
notice to be given by either party to the other hereunder shall be sufficient
if
in writing and sent by registered or certified mail, return receipt requested,
addressed to such party at the address specified on the first page of this
Agreement or such other address as either party may have given to the other
in
writing.
Modification
and Waiver.
This
Agreement may not be altered or modified except by writing signed by each of
the
respective parties hereof. No breach or violation of this Agreement shall be
waived except in writing executed by the party granting such
waiver.
Entire
Agreement
This
writing constitutes the entire Agreement between the parties. This Agreement
can
only be modified by a written contract signed by both parties. In the event
that
any party brings suit to enforce any part of this Agreement, the prevailing
party shall recover attorney fees and legal costs. This Agreement shall be
interpreted according to the laws of the state of California. By signing below
all parties agree they have the authority to bind their respective
companies.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
EQUITILINK,
LLC
By:
___________________________ Date:
___________________
ss
Xxxxx
X. Xxxxxxx, Managing Director
By:
___________________________ Date:
___________________
ss
Xxxxxx
X. Xxxxxxx, Managing Director
SITEWORKS,
INC.
By:
___________________________ Date:
___________________
ss
Xxxx
X. Nurse, CEO
| 5. |
| 6. |
| 7. |
| 8. |
| 9. |
SCHEDULE
A-1
|
PAYMENT
FOR SERVICES AND REIMBURSEMENT OF EXPENSES
For
the
services to be rendered and performed by Equitilink during the term of the
Agreement, Client shall, upon acceptance of this Agreement: Pay to Equitilink
five million (5,000,000) free-trading shares of SRKS stock for four (4) months
of service.
EQUITILINK,
LLC
| By: ___________________________ | Date: ___________________ | |
| s/s Xxxxx X. Xxxxxxx, Managing Director | ||
| By: __________________________ | Date: ___________________ | |
| ssThomas X. Xxxxxxx, Managing Director | ||
| SITEWORKS, INC. | ||
| By: ___________________________ | Date: ___________________ | |
| Xxxx X. Nurse, CEO |
