Exhibit 10.7
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Exhibit A: MASTER CONSULTING AGREEMENT
This Agreement for Consulting is entered into as of February _____, 2002 by and
between Cybermax Inc. ("Cybermax"), a Florida corporation having its principal
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offices at 0000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, and
Wickes Lumber ("Wickes Lumber"), having its principal offices at
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_____________________________________. Cybermax and Wickes Lumber are each
sometimes referred to herein as a "Party", and sometimes collectively referred
to herein as the "Parties".
Whereas Cybermax is an e-business solution provider organization engaged in
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designing and developing enterprise software systems empowering its clients to
deploy business and commerce web-enabled applications. And whereby Wickes Lumber
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desires to engage Cybermax to assist, define, develop and deploy a customized
Campaign Management Solution to meet the requirements of Wickes Lumber, the
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Parties agree to enter into this Master Consulting Agreement subject to the
covenants set forth herein below.
1. Engagement: Wickes Lumber engages Cybermax to perform the services
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described in the Statement of Work . Cybermax will provide those services
through the number of consultants and at the locations as mutually agreed
between the parties.
2. Compensation / Payment: Wickes Lumber will pay Cybermax for the services
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rendered by Cybermax in accordance with the Statement of Work. Wickes
Lumber will pay for "approved" reasonable travel and lodging expenses
incurred by Cybermax to perform the services contemplated in this
Agreement. Billing and invoicing will be on completion of the milestones as
outlined in the Statement of Work with terms as "Net".
3. Warranty Disclaimer. Cybermax is being engaged only to assist Wickes Lumber
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with the development of an internal project as described in the Statement
of Work. Cybermax makes no warranties with respect to such services. THERE
ARE NO EXPRESS OR IMPLIED WARRANTIES, PARTICULARLY NOT THE WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, THAT ARE PART OF
THIS AGREEMENT. CYBERMAX'S AGENTS HAVE NO AUTHORITY TO GIVE SUCH WARRANTIES
ON BEHALF OF CYBERMAX. IN NO EVENT SHALL CYBERMAX BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES.
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4. Independent Contractor: Cybermax will perform its services under this
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Agreement as an independent contractor. Wickes Lumber acknowledges that it
will have no right to control the manner, means, or method by which
Cybermax performs its services pursuant to this Agreement. Wickes Lumber
will be entitled only to direct Cybermax with respect to the elements of
the services to be performed by Cybermax and the results to be derived by
Wickes Lumber, to inform Cybermax as to where and when such services shall
be performed and to review and assess the performance of such services by
Cybermax for the limited purposes of assuring that such services have been
performed and confirming that such results are satisfactory.
5. Term. This Agreement shall commence upon the date and year first written
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above and shall continue until terminated by either party upon sixty - (60)
- days' prior written notice.
6. Confidentiality: Cybermax acknowledges that during the course of its
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performance pursuant to this Agreement information may be disclosed to
Cybermax, which Wickes Lumber consider to be confidential. Wickes Lumber
shall clearly label all such information as "confidential." Cybermax shall
use its best efforts to maintain the confidential nature of such
information. However, Wickes Lumber acknowledges that information which is
not directly related to Wickes Lumber's business as such or which is
related to the Software or how it is used may be used and disclosed by
Cybermax for other purposes, including in connection with performing
similar work for other clients. The following information will not be
considered confidential: (I) Information which was in the public domain
prior to its disclosure; (II) Information which becomes part of the public
domain by any means other than through violation of this Agreement; (III)
Information which was independently developed by Cybermax; or (IV)
Information related to the business of Wickes Lumber which is contained in
disclosures by Wickes Lumber and which is subsequently retained in the
unaided memories of Cybermax's employees.
7. Ownership: Cybermax and Wickes Lumber agree that the subject matter of the
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services to be provided by Cybermax pursuant to this Agreement may consist
of applications that contain code written for Wickes Lumber, in addition to
Cybermax standard supplied libraries and interface code. Cybermax supplied
standard libraries, Cybermax supplied tools, and all modifications thereto
("Cybermax Product"), shall be the exclusive property of Cybermax. Wickes
Lumber shall have the right to use the Cybermax Products as part of the
Software solution developed for Wickes Lumber pursuant to the Agreement
between Wickes Lumber and Cybermax. All other code written specifically for
Wickes Lumber, excluding the Cybermax Products shall be the exclusive
property of Wickes Lumber.
8. Source Code: In connection with the services to be provided by Cybermax
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pursuant to this Agreement, the source code for the Cybermax Products may
be disclosed to Wickes Lumber. The Source Code for the developed Wickes
Lumber solution shall remain the sole property of Wickes Lumber.
9. Indemnity: Wickes Lumber acknowledges that Cybermax has no knowledge of, or
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control over, the use of the Software by Wickes Lumber. Wickes Lumber
agrees to defend, indemnify and hold Cybermax harmless with respect to any
suit, claim or proceeding brought against Cybermax alleging that use by, or
under authority of, Wickes Lumber of the Software caused personal injury,
property damage, or economic loss.
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10. Notices: Any notice required or permitted to be given under this Agreement
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will be sufficient if in writing and personally delivered or sent by
first-class or overnight mail to the address set forth on the last page of
this Agreement. Either party may, by notice in writing to the other party,
change the address to which notices to that party are to be given.
11. Binding Effect: This Agreement shall be binding upon the parties, their
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respective heirs, personal representatives, successors and assigns. Either
party may not assign this Agreement without the prior written consent of
the other party.
12. Governing Law: The laws of the state of Florida shall govern the
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interpretation and enforcement of this Agreement.
13. Captions: The captions in this Agreement are for the convenience of the
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parties and shall not affect the interpretation of this Agreement.
14. Attorney Fees: In the event that suit or action is instituted to enforce or
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interpret the terms of this Agreement, the prevailing party shall be
entitled to recover its attorney fees, including those incurred on appeal
and in bankruptcy court proceedings, as determined by the court.
15. Waiver. Any waiver by either party of the strict performance of any of the
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terms of this Agreement shall not be construed as a waiver of or prejudice
to that party's right to subsequently require strict performance of the
same or any other provision of this Agreement.
16. Entire Agreement: This Agreement constitutes the entire agreement between
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the parties, supersedes all prior agreements between the parties with
respect to such subject matter and may be modified only by written
agreement of the parties.
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