Exhibit 10.6
THE XXXXXX GROUP, INC. SERVICE AGREEMENT
THIS AGREEMENT is made this 1st day of September, 2002, between THE
XXXXXX GROUP, INC., a Nevada corporation ("TMGI") and COMMERCE DEVELOPMENT
CORPORATION, LTD., a Maryland corporation (the "Company").
WHEREAS, TMGI declares it is engaged in an independent business, and
has complied with all federal, state and local laws regarding business permits,
insurances and licenses of any kind that may be required to carry out said
business and the tasks to be performed under this Agreement; and
WHEREAS, TMGI also declares that it has and does provide similar
product or services to other companies in addition to contract services provided
to the Company.
WHEREAS, the Company operates a legitimate business and desires to
arrange for the services of TMGI as set forth herein.
NOW, THEREFORE, in consideration of the foregoing representations and
the following terms and conditions, the parties agree as follows:
1. Services to be Performed. The Company engages TMGI to perform the
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following services:
(a) Provide financial strategy for merger/spin-off and other related
activities.
(b) Provide business development consulting for private companies seeking
additional capital and pre-IPO strategic business planning.
(c) Provide consulting for management on running a public company.
2. Terms of Payment. The Company shall pay TMGI for the above described
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services by the issuance of 3,160,000 common shares of the Company, with
registration rights, valued at $0.006 per share, the receipt and sufficiency of
which is hereby acknowledged by TMGI.
3. Expense Reimbursement. The Company shall reimburse TMGI and make payment for
requested or necessary pre-approved travel and expenses from TMGI's office. Any
such charges or requests for reimbursement for these agreed charges shall be
invoiced and may be paid separately by TMGI or by two-party check, either to
TMGI or to the independent supplier for which reimbursement is sought.
4. Control. TMGI retains the sole and exclusive right to control or
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direct the manner or means by which the work described herein is to be
performed. The Company retains only the right to control the end product or
quality of service delivered to insure its conformity with the Company
specifications and the provisions herein.
5. Payroll or Employment Taxes. No payroll, income withholding or employment
taxes of any kind shall be withheld or paid by the Company with respect to
payments to TMGI. The taxes that are the subject of this paragraph include but
are not limited to FICA, FUTA, federal personal income tax, state personal
income tax, state disability insurance tax, and state unemployment insurance
tax. TMGI represents and covenants that it has and will file and pay all such
payroll, self employment, employment, worker's compensation, withholding and
other taxes and reports as the same might be legally due and payable to all
applicable state and federal authorities. TMGI will not be treated as an
employee for state or federal tax purposes. TMGI hereby indemnifies and holds
harmless the Company from any and all duty or obligation whatsoever relating to
the payment or filing for any and all such taxes, penalties and interest.
6. Worker's Compensation. No workers compensation insurance has been or will be
obtained by the Company on account of TMGI or TMGI's employees. TMGI shall
register and comply with all applicable worker's compensation laws in all
applicable states and TMGI releases and indemnifies the Company from all
liability as to working conditions and the safety or possible injury of TMGI and
its employees.
7. Termination. This Agreement covers and relates to services to be
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provided through September 30, 2002.
8. Attorney's Fees. In the event that it should become necessary for any party
entitled hereunder to bring suit against any other party to this Agreement for
enforcement of the covenants herein contained, the parties hereby covenant and
agree that the party who is found to be in violation of said covenants shall
also be liable for all reasonable attorney's fees and costs of court incurred by
the other parties hereto.
9. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their respective successors and permitted assigns.
10. Notice. All notices, requests and other communications hereunder shall be in
writing and shall be deemed to have been duly given at the time of receipt if
delivered by hand or communicated by electronic transmission, or, if mailed,
three days after deposit in the United States mail, registered or certified,
return receipt requested, with postage prepaid and addressed to the party to
receive same, if to the Company, addressed to the President of the Company at
0000 Xxx Xxx Xxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, telephone
(000) 000-0000, fax (000) 000-0000, and e-mail xxxx@xxxxx.xxx; and if to TMGI,
addressed to Xx. Xxxxxx X. Xxxxxx at 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxxxxxx 00000, telephone (000) 000-0000, fax (000) 000-0000, and
e-mail XXXX0@xxx.xxx; provided, however, that if either party shall have
designated a different address by notice to the other given as provided above,
then any subsequent notice shall be addressed to such party at the last address
so designated.
11. Construction. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
12. Waiver. No course of dealing on the part of any party hereto or its agents,
or any failure or delay by any such party with respect to exercising any right,
power or privilege of such party under this Agreement or any instrument referred
to herein shall operate as a waiver thereof, and any single or partial exercise
of any such right, power or privilege shall not preclude any later exercise
thereof or any exercise of any other right, power or privilege hereunder or
thereunder.
13. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection
herewith, or any of them, shall be cumulative and the exercise or partial
exercise of any such right or remedy shall not preclude the exercise of any
other right or remedy.
14. Headings. The headings used in this Agreement are for convenience and
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reference only and in no way define, limit, simplify or describe the scope or
intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
15. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
16. Law Governing. This Agreement shall be construed and governed by the
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laws of the State of California, and all obligations hereunder shall be deemed
performable in San Diego County, California.
17. Entire Agreement. This instrument contains the entire understanding
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of the parties with respect to the subject matter hereof, and may not be
changed orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, modification, extension, or
discharge is sought.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
COMMERCE DEVELOPMENT CORPORATION, LTD.
By /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chief Financial Officer
THE XXXXXX GROUP, INC.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
