Exhibit 10.13
MULTI-MEDIA/CORPORATE IMAGING AGREEMENT
This Agreement is hereby entered effective this 18th day of October 2001
between Adzone Research Inc. (OTC BB: ADZR) the ("Client"), Xxxxx X. Xxxxx
the ("Member").
RECITALS
Client is retaining Member for the completion of two phases. PHASE ONE:
Create Multimedia Website, Corporate Imaging and Web Mercial ("New
Product") and PHASE TWO: Assist Client in the and marketing of New Product,
make reasonable effort to organize, produce and supervise corporate imaging
and advertising as approved by Client. To complete both PHASE I and PHASE
II it is mutually agreed the total cost ("The Fee") of Three Hundred and
Seventy Thousand Dollars ($370,000) may be satisfied by cashiers check or
Four Hundred Thousand Dollars ($400,000) in freely tradable securities in
Client's common stock. priced at the closing price the day of issuance. The
stock or cash shall be delivered monthly and is earned once delivered.
With respect to providing the services, Members agree to make itself
available for reasonable amounts of time and upon reasonable notice, devote
reasonable and good faith attention to Client's needs. Specific
assignments, however, will be mutually agreed upon and may incur additional
fees to the Client but not over the cost of $500 with out prior consent
from Client. It is understood that Members do not perform investment
advisory services and/or advise any person or entity to buy or sell the
Client's stock. Members are providing bona fide services and are not in
connection with the offer or sale of securities in a capital raising
transaction, and do not directly or indirectly promote or maintain a market
for the Client's securities.
"Statement of Work" which is attached, provides a descriptive outline of
the "New Product".
1. INDEPENDENT CONTRACTOR STATUS
Members are acting as an independent contractor, and not as an employee or
partner of the Client. As such, neither party has the authority to bind the
other, nor make any unauthorized representations on behalf of the other.
2. COMPENSATION, PHASE ONE
Prior to beginning PHASE ONE, (see "Statement of Work", attached), At
Client's election, Client agrees to compensate Members $34,000 in form of
cashiers check or 1,200,000 freely tradable shares in Clients stock. Upon
satisfactory completion of PHASE ONE, the client will file for additional
shares and will be required to deliver additional shares until project is
complete and debt is satisfied. In addition, the Client shall reimburse
Members for it's out-of-pocket expenses related to or regarding its efforts
on behalf of the Client for including, but not limited to,
telecommunication, travel, third-party advertising, production costs,
postage and mail processing. It is mutually agreed by both parties that
Members need Clients approval for expenses over $250.
3. PAYMENT
Within five (5) business days of the signing of this Agreement, Client
agrees to deliver to Members the initial sum of $34,000 or 1,200,000 freely
tradable securities to begin PHASE ONE of this Agreement. If Client is
paying with freely tradable securities, Client agrees that, when received
by Members, the above-described freely tradable shares shall be
nonrefundable regardless of the circumstances, whether foreseen or
unforeseen upon execution and delivery of this Agreement. Client further
acknowledges and agrees that freely tradable shares are earned by Members:
(1) upon Client's execution and delivery of the Agreement and prior to the
provision of any service hereunder; (2) in part, by reason of Members'
agreement to make its resources available to serve Client and (3)
regardless of whether Client seeks to terminate this Agreement prior to
Members' delivery of any services hereunder. If Client takes any action to
terminate this Agreement or to recover any consideration paid or delivered
by Client to Members other than by reason of Members' gross negligence or
willful misconduct, Members shall be entitled to all available equitable
remedies, consequential and incidental damages and reasonable attorneys'
fees and costs incurred as a result thereof, regardless of whether suit is
filed and regardless of whether Client or Members prevail in any such suit.
Client also agrees to hold member harmless and indemnify him from any and
all legal recourse. The Member is an independent consultant accepting stock
for services. It is understood by the client that the consultant will
liquidate his position at will and is not responsible for share price.
Members request the shares to be issued as follows:
1,200,000 to Xxxxx X. Xxxxx
Once Client has proofed all work to be error free, any changes made after
final proof will result in additional costs. Pricing could be nominal but
could escalate is Client presents many add/deletes. It is strongly
recommended that Client carefully review all final proofs prior to "signing
off".
4. CANCELLATION
This agreement may be cancelled by AdZone Research, Inc. at any time with
no further payments due or earned to Xxxxx Xxxxx.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.
IF THE FOREGOING IS AGREEABLE, PLEASE INDICATE YOUR APPROVAL BY SIGNING AND
DATING BELOW AND RETURNING BY FAX OR MAIL.
Signed: ________________________
Dated: ________________________
Title: ________________________
Company: _______________________
Signed: ________________________
Dated: _________________________
Xxxxx X. Xxxxx
Member
(ATTACHMENT)
"STATEMENT OF WORK"
Below are the detailed services associated with performing PHASE ONE and PHASE
TWO as agreed to in this contract.
PHASE ONE
* Due Diligence
* Design review
* Story Board
* Gather content
PHASE TWO
* Co-create Marketing Plan
* Assist in the dissemination and marketing of "New Product"
* Organize, produce and supervise corporate imaging
* Advertising and marketing of "New Product
* Story Board Web mercial; 30 - 60 seconds in length
* Logo
* Assist in marketing and domestic and global
* Organize, produce and supervise corporate imaging
