JOINT MARKETING AGREEMENT
BETWEEN
WEST MARKETING SERVICES CORPORATION
AND
HOUSTON INTERWEB DESIGN, INC.
This agreement, effective the 26th day of March, 1999, (the
"Effective Date"), is entered into by and between Houston InterWeb Design,
Inc. d/b/a SiteBlazer(TM), ("Houston") a Texas Corporation with its principal
place of business in Houston, Texas and West Marketing Services Corporation,
("West") a Delaware corporation, with its principal place of business in
Chicago, Illinois.
WHEREAS, West desires to market the internet web site services
offered by Houston through direct telemarketing services.
WHEREAS, Houston desires to have West, market its internet website
design services through direct telemarketing services.
NOW THEREFORE, in consideration as set forth in this agreement and
the mutual covenants and conditions contained in this agreement, West and
Houston agree as follows:
I. SERVICES.
a) West Services. West shall perform the services described in
Exhibit A and attached hereto.
West will consult with Houston with the proposed telemarketing
plan. West will also consult with Houston with the preparation of
all telemarketing scripts and other materials to be used by West
in the conduct of the telemarketing program. West shall make the
final determination for all aspects of the telemarketing plan.
West shall have the right to perform the services described in
Exhibit A through the use of other vendors including, but not
limited to, West Telemarketing Corporation Outbound. West shall
have the right to market the internet web site design services
provided by Houston and described on Exhibit B under any trade
name, title, or company name. In the event West uses the name of
Houston InterWeb Design, Inc. or SiteBlazer(TM), West shall comply
with Section V below. West shall have the right to market the
Services described in Exhibit B through any other means West deems
appropriate. However, West will notify Houston of any other
marketing plan or technique prior to marketing the Services in any
way other than telemarketing. In the event West markets the
Services through any other
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marketing technique, Houston shall have the right to terminate
this agreement 90 days from the date of marketing the Services
in another way.
b) Houston shall perform the services described in Exhibit B and
attached hereto.
II. TERM.
a) This Agreement will commence on the effective date set forth above
and shall continue for a period of three (3) years (the "Term");
provided, however, that the Agreement may be terminated prior to
the expiration of the term by West any time after any of the
following occurrences, except as provided in this Agreement:
1) The failure by Houston, to perform any material obligation
hereunder which is not cured within thirty (30) days after
receipt of written notice and demand for cure from West.
2) The filing of a petition in bankruptcy or for
re-organization by or against Houston under any bankruptcy
acts; the assignment by Houston for the benefit of
Houston's creditors or the appointment of a receiver,
trustee, liquidator or custodian for all or a substantial
part of Houston's property, and the order of appointment
is not vacated within sixty (60) days; or the assignment
or encumbrance by Houston of this Agreement contrary to
the terms hereof.
3) The substantial violation by Houston of any applicable
law, statute, rule or regulation in relation to its
performance of this Agreement.
4) In accordance with Section XII ("Force Majeure").
5) The sale by Houston of its business or substantially all
of its assets.
b) Houston may terminate this Agreement prior to the expiration of
the term at any time after any of the following occurrences,
except as provided in this Agreement:
1) The failure by West, to perform any material obligation
hereunder which is not cured within thirty (30) days after
receipt of written notice and demand for cure from Houston.
2) The filing of a petition in bankruptcy or for re-organization
by or against West under any bankruptcy acts; the assignment
by West for the benefit of West creditors or the appointment
of a receiver, trustee, liquidator or custodian for all or a
substantial part of West property, and the order of
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appointment is not vacated within sixty (60) days; or the
assignment or encumbrance by West of this Agreement contrary
to the terms hereof.
3) In accordance with Section XII ("Force Majeure").
4) West's failure to meet eighty percent (80%) of the volume
agreements set forth in Exhibit A for any one quarter
beginning July 1, 1999.
c) This contract shall be for a rolling three-year term. Upon the
expiration of each contract year, this agreement shall renew for
the following three (3) years provided that the Agreement is not
terminated pursuant to Section II (a) or (b) above or in
accordance with Section XI and XII below. In addition, either
party may give written notice no less than ninety (90) days prior
to the expiration of any contract year that such party will not
renew the Agreement for the following three (3) years at which
time the Agreement shall terminate at the end of the then existing
three (3) year term.
III. FEES. West shall pay Houston weekly pursuant to Exhibit C.
a) Billing Reports. West shall provide to Houston the following
reports relating to the services sold and the funds collected
by West:
1) West shall provide the number of sales made by West on a
daily basis. The format of the report shall be in the form
attached as Exhibit D. In the event either party desires
to change the format, the party requesting the change
shall pay the cost of making such changes.
2) West shall provide on a weekly basis a report detailing
the amount of the cash collected by West as well as all
credits and adjustments made during the previous week.
Such reports shall be in the form attached as Exhibit E.
In the event either party desires to change the format,
the party requesting the change shall pay the cost of
making such changes.
3) West shall have the sole authority to determine the cost
of the marketed services. West shall confer with Houston
regarding the price of the marketed services subject to
minimum price requirements of Exhibit C.
4) Houston agrees that if at any time it markets the
Services outlined in Exhibit B through direct
telemarketing, and the fees it agrees to accept for such
services are more favorable in any way to those fees
being paid by West, then Houston shall promptly notify
West in writing of such favored fees and West shall be
immediately entitled to terminate this agreement.
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IV. INFORMATION AND NOTICES. Houston shall reasonably notify West of
any technology changes that may change the method, quality, timing, or
other aspects of Houston's fulfillment of the services described in
Exhibit B. In addition, Houston shall provide to West quarterly
financial statements including income statement and balance statement,
and audited annual financial statements within 60 days of the end of
such reporting period. Houston shall notify West of any changes in the
executive management of Houston within thirty (30) days of such change.
Houston shall notify West fifteen (15) days prior to any change in
ownership, sale or transfer of a substantial portion of the assets of
Houston, or a change in control of the company through the sale of
stock or otherwise.
V. LICENSING AGREEMENT AND RESTRICTIONS.
a) Definitions:
1) "Composite Website(s)." Website(s) created by Houston by
combining the Licensed Software with the West Customer
Database(s) using interface specifications provided by
Houston.
2) "End-Users." Customers who acquire Composite Website(s) for
their use and not for redistribution or remarketing.
3) "End-User License Terms." Terms and conditions described in
the attached End-User License Terms Exhibit to be incorporated
into an End-User license agreement by West for use in the
distribution of Composite Website(s).
b) Trademark License - Houston hereby grants to West and West hereby
acknowledges receipt of a license to use all trademarks, service marks
and the name of Houston InterWeb Design, Inc. and SiteBlazer(TM) for
the direct telemarketing of the Services described on Exhibit B.
1) Houston shall not use West's trademark, trade names or logos
without the advanced written consent of West. All
reproductions of trademarks, trade names and logos shall
conform to specifications furnished by West.
2) West agrees to verify with Houston that all reproductions of
trademark, trade names, and logos shall conform to the
specifications furnished by Houston.
c) Grant of Software License. Subject to the limitations and
restrictions provided in this Section 5 and to the other terms and
conditions of this Agreement, Houston hereby grants, and West hereby
accepts, the limited right and license:
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1) Use License - to practice, use, and operate the Licensed
Software and only those of Houston's Proprietary Rights
embodied therein which are necessary for purposes of the
reasonable exercise and enjoyment of the limited rights
granted herein.
2) Distribution License - to market and distribute the Licensed
Software only as a component of Composite Website(s), only in
HTML form; distribution is authorized for the telemarketing
method of distribution only.
3) End-User Sublicenses - to grant sublicenses for Composite
Website(s) to End-Users only for use of Composite Website(s)
and not for redistribution, only in conformity with the
Sublicense Terms, and only in the form of Houston's license
agreement, which may be unsigned in either "shrink-wrapped"
form or an electronic equivalent which permits the End-User to
view and indicate agreement with the license terms prior to
paying for the license.
4) Non-Exclusive License. The license granted herein is
non-exclusive. Houston may distribute the Licensed Software
both on a standalone basis and as combined with other software
without restriction.
5) Restriction on Promotional Copies. Notwithstanding anything to
the contrary contained herein, distribution of promotional or
demonstration copies of Composite Website(s) by West without
payment of fair market value in money is authorized, but only
in quantities which are reasonably expected to stimulate sales
of Composite Website(s) which quantities shall not exceed five
percent (5%) of total West sites in any one month period.
6) Export. Composite website(s), including associated technical
data, are subject to United States export control laws, and
may be subject to export or import regulation in other
countries. If West distributes Composite website(s) outside
the United States at any time during the term hereof, West
agrees to comply strictly with all such regulations, and
acknowledges that it has the responsibility to obtain such
licenses to export, re-export, or import Composite Website(s).
West shall, at its own expense, obtain and arrange for the
maintenance in full force and effect of all governmental
approvals, consents, licenses, authorizations, declarations,
filings and registrations as may be necessary or advisable for
the performance of the terms and conditions of this Agreement,
including without limitation, fair trade approvals.
7) Retained Rights. All Proprietary Rights that are not expressly
granted to West herein are retained by Houston.
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8) Title to Licensed Software and Derivative Works. Except as
provided elsewhere in this Agreement, West acquires only a
license for the Licensed Software and does not acquire any
rights of ownership of any Proprietary Rights embodied
therein. All right, title and interest in and to the
Proprietary Rights embodied in the Licensed Software shall at
all times remain the property of Houston or its licensors. To
the extent that any Composite website is a derivative work
based on the Licensed Software under applicable copyright
laws, West shall own the copyrights embodied in any such
derivative work, subject to the terms and conditions of this
Agreement and the continuing ownership rights of Houston in
the underlying Licensed Software. As the copyright owner, West
may register such derivative works in West's name, but only as
derivative works based on the Licensed Software, and not as
separate, independent works of authorship.
VI. PROPRIETARY INFORMATION. All technical, financial, business,
marketing, scripts, lists, training material, data or information
(including but not limited to all call handling and marketing related
data and statistics) contained in or derived from the marketing of the
services set forth on Exhibit B by West in connection with the
performance of its obligations pursuant to this Agreement shall be
deemed exclusively owned by West. West shall own all information and
data known or able to be known relating to the purchaser of the
services or relating to the website developed by Houston for the
purchaser, including but not limited to e-mail address, personal
information, credit information, telephone number and electronic
information associated with or related to the use of the developed
website. Houston will allow West to telnet into the customer
information database at anytime. In no event shall Houston contact any
consumer without the express authority of West including but not
limited to e-mail, telephone, or direct mail. Any and all system
enhancements including but not limited to computer programming
performed by West shall be deemed exclusively owned by West. Houston
shall have no right to, or interest in West's proprietary software,
processes, or techniques. However, West shall have no interest in
Houston's proprietary software developed by Houston and used to provide
the services described in Exhibit B.
VII. AUDIT - INSPECTION. West shall keep and maintain true and complete
records pertaining to its sale of products and services in sufficient
detail to enable the commissions payable to Houston to be accurately
determined. In addition, West shall make such records available upon
reasonable notice, at reasonable times during regular business hours
for inspection by a Big Six public accounting firm other than Deloitte
& Touche and supply such firm with the details and supporting data
necessary to verify the reports and payments set forth in Paragraph
III. above. West shall maintain such records for at least (1) year
after the end of the calendar year to which they pertain. Houston shall
bear its own expenses in conducting any such audit. However, in the
event an audit confirms a discrepancy greater than ten
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percent (10%) of the commission payable to Houston per quarter in
favor of Houston, West agrees to pay for the cost of such audit. In the
event the audit reveals a discrepancy of less than five percent (5%) of
the commission payable to Houston per quarter, Houston agrees to pay
West for the time and expense West incurred complying with the audit
request. In the event the audit reveals a discrepancy between five
percent (5.0%) and ten percent (10%), the parties shall pay their own
costs associated with such audit. Any discrepancies determined by the
audit and agreed upon by the parties shall be paid by the parties
within thirty (30) days. Houston shall keep and maintain true and
complete records pertaining to the fulfillment of orders as set forth
in Paragraph III. In addition, Houston shall make such books and
records available upon reasonable notice at reasonable times during
regular business hours for inspection by West or its designated
representatives, and supply West with the details and supporting
information necessary to verify the fulfillment of orders.
a) Houston shall have the right, upon reasonable notice to West,
to visit and inspect the facilities used by West to perform
its obligations under this Agreement. West shall reasonably
cooperate with and assist Houston in exercising its inspection
rights.
b) This section, with respect to audits, shall survive the
expiration and/or termination of this Agreement.
VIII. COST & EXPENSES.
a) West shall be responsible and pay for all costs and expenses
relating to the marketing of the services outlined on Exhibit B.
b) Houston shall be responsible for and pay all costs and expenses
incurred in connection with the production and fulfillment of all
website related services as more fully described in Exhibit B
including, without limitation, all costs of artwork, photography,
making of positives, hosting and design. However, West shall be
responsible for mailing hard copies of materials including samples
of client web pages to those consumers who cannot receive such
materials through the internet.
IX. COLLECTION OF CHARGES. West shall be responsible for all collection of
charges from consumers purchasing the services set forth on Exhibit X.
Xxxx may use any method it deems reasonable in carrying out such
collection effort. West has the sole discretion for providing
adjustments and credits to the consumer. West may use, but not be
limited to, direct billing of the consumer, check debiting, credit card
billing, or billing through Local Exchange Carriers ("LECs"). Houston
shall be entitled to and West shall pay only that amount based on the
fees actually received by West. West shall own all receivables.
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X. FULFILLMENT. Houston shall complete fulfillment within seventy-two (72)
hours from the time an order is transferred by West to Houston. Houston
will send West in electronic format, as requested by West, all data and
information relating to fulfillment. In the event West requires
additional information, Houston will add any fields required by West to
prove fulfillment. Houston will also enhance this report at West's
request if a reasonable amount of time is given to modify any required
programming.
XI. EXCLUSIVITY.
a) During the term of this Agreement, Houston shall not directly or
indirectly develop, operate or provide direct telemarketing
solicitation of customers for the services outlined on Exhibit B
in North America including Canada and Mexico; provided, however,
in the event West fails to provide Houston with the minimum
number of orders during a contract quarter set forth in Exhibit
A, Houston may market the services in any manner it deems
appropriate.
b) West will not engage in direct outbound telemarketing of
substantially similar services as those outlined in Exhibit B and
provided by Houston for other entities after 12/31/99 for its
currently existing client or engage any new clients of
substatially simmiliar services listed in Exhibit B, unless such
entity is an affiliate of West, and as long as the SiteBlazer(TM)
product provided by Houston is the leading technology of website
development and the product is marketable at a competitive price
profitable to West.
c) In the event West fails to provide Houston the minimum number of
orders set forth in Exhibit A and Houston desires not to remain
exclusive with West as set forth above in (a), West shall
continue to have the absolute right to market the services of
Houston pursuant to this Agreement under a name other than
Houston InterWeb Design, Inc. or SiteBlazer(TM) and West shall
have the right to engage in direct telemarketing of the Services
at which time the exclusivity requirements for both parties shall
be extinguished.
d) Houston currently telemarkets the services set forth in Exhibit B
bundled with other products and services from other vendors.
Houston shall have the right to continue marketing its services
by telemarketing means, however, Houston shall not expand,
increase or change in any way the telemarketing of its services
in bundles with other products unless legally obligated to do so.
In the event Houston does expand, increase, or change in any way
the telemarketing of its services, Houston shall give West three
(3) months prior notice of such expansion, increase, or change,
and West shall thereupon have the right to terminate this
agreement.
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e) Houston will not directly market SiteBlazer(TM) using
telemarketing on a "stand alone" basis subject to Provisions
XI(a)(b) above. Houston may market SiteBlazer(TM) in any other
manner it deems appropriate, including, but not limited to direct
face to face sales, infomercials, shrinkwrapped.
XII. FORCE MAJEURE.
a) Neither party shall be liable to any other party for failure and
performance hereunder if the failure is caused or contributed to
by fires, floods, earthquakes, wars, riots, insurrections,
requirements imposed by government regulations, acts of God, or
other similar causes beyond such parties reasonable control (each
a "Force Majeure"). Such non-performance shall be excused for the
period of time such failure(s) causes such non-performance;
provided, however that the parties acknowledge and agree that
Force Majeure shall not include any work strike or work stoppage.
If West is impacted by an event of Force Majeure and such event
of Force Majeure continues for a period of more than thirty (30)
consecutive days, Houston shall have the right to terminate this
Agreement, with respect to those services provided by West,
immediately upon written notice to West. If Houston is impacted
by an event of Force Majeure and such event of Force Majeure
continues for a period of more than thirty (30) consecutive days,
West shall have the right to terminate this Agreement, with
respect to those services that Houston provides immediately upon
written notice to Houston.
b) Each party shall notify the other as soon as possible, but in any
case, within twenty-four (24) hours after the notifying party
becomes aware that it will be unable to perform its duties as a
result of an act of Force Majeure.
XIII. REPRESENTATIONS AND WARRANTIES.
a) Representations and warranties of West. West continuously
represents and warrants to Houston the following:
1) West is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has
all requisition corporate power and authority to carry on its
business as it is now being conducted.
2) West has the requisite corporate power and authority to
execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement and the
consummation of the transactions contemplated hereunder have
been duly authorized by all necessary corporate action on the
part of West and require no further authorization or consent
by West. This Agreement is the valid and binding obligation
of West, enforceable in accordance with its terms, subject
to the effect of bankruptcy, insolvency,
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moratorium or other laws relating to the rights of creditors
generally, and to equitable principles of general application.
3) Neither the execution and delivery of this agreement nor the
consummation of the transaction contemplated hereby in the
manner herein provided, nor the fulfillment of or compliance
with the terms and conditions hereof shall:
i) contravene any provisions of the certificate of
incorporation or bylaws of West; or
ii) violate any provisions of law, rule, regulation, order,
permit, or license to which West is subject or pursuant
to which West conducts its business.
iii) contravene any provisions of the certificate of
incorporation or bylaws of West; or
iv) violate any provisions of law, rule, regulation, order,
permit, or license to which West is subject or pursuant
to which West conducts its business.
b) Representations and warranties of Houston. Houston continuously
represents and warrants to West the following:
1) Houston is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas and has
all requisition corporate power and authority to carry on its
business as it is now being conducted.
2) Houston has the requisite corporate power and authority to
execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement and the
consummation of the transactions contemplated hereunder have
been duly authorized by all necessary corporate action on the
part of Houston and require no further authorization or
consent by Houston. This Agreement is the valid and binding
obligation of Houston, enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency,
moratorium or other laws relating to the rights of creditors
generally, and to equitable principles of general application.
3) Neither the execution and delivery of this agreement nor the
consummation of the transaction contemplated hereby in the
manner herein provided, nor the fulfillment of or compliance
with the terms and conditions hereof shall:
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i) contravene any provisions of the articles of
incorporation or bylaws of Houston; or
ii) violate any provisions of law, rule, regulation, order,
permit, or license to which Houston is subject or pursuant
to which Houston conducts its business.
iii) contravene any provisions of the certificate of
incorporation or bylaws of Houston; or
iv) violate any provisions of law, rule, regulation, order,
permit, or license to which Houston is subject or pursuant
to which Houston conducts its business.
4) Houston will not develop any website or perform any service
for the consumer that is in violation of law or infringes upon
any copyright, patent, trademark or other property right. All
services provided pursuant to Exhibit B by Houston will be
provided in a good workmanlike manner, free of defects.
XIV. INDEMNIFICATION. Houston shall indemnify and hold harmless West and its
agents from any and all claims, actions, suits, proceedings, costs,
expenses, damages and liabilities including attorney's fees arising out
of, connected with, or resulting from marketing of the products and
services set forth in Exhibit X. Xxxx shall indemnify and hold harmless
Houston and its agents from any and all claims, actions, suits,
proceedings, costs, expenses, damages and liability, including
attorney's fees arising out of, connected with, or resulting from
providing the services set forth in Exhibit A.
XV. ACTS AND OMISSIONS OF CARRIER. West relies on the service of long
distance and local carriers in marketing the services and products set
forth on Exhibit B and assumes no responsibility for any act or neglect
of those carriers which result in a failure to meet the obligations of
West set forth in this Agreement.
XVI. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary
contained in this Agreement, in no event shall either party under this
Agreement be liable to the other for any incidental or consequential
damages, indirect or special losses or punitive damages including, but
not limited to lost profits, lost revenues, decreased call volumes or
loss of business, whether foreseeable or not, whether occasioned by any
failure to perform or the breach of any obligation under this Agreement
for any cause whatsoever. In no event shall any projections, forecasts,
estimations of sales and/or market share or expected profits or other
estimates or projections by any party or any of its directors,
officers, employees, agents or affiliates be binding as commitments or,
in anyway, promises by West or Houston, as appropriate.
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XVII. CONFIDENTIALITY AGREEMENT.
a) In performing their obligations pursuant to this Agreement,
Houston may have access to and receive disclosure of certain
"Confidential Information" about West. Confidential Information
shall include the terms and conditions of this Agreement.
Confidential Information shall also include, formats, computer
programs, policies, procedures, methods, technological
developments, financial results, formulas, marketing research and
development methods, marketing statistics, membership
solicitation methods, membership statistics, product development
plans, strategies and research data. Houston may not disclose any
Confidential Information of West without the prior written
consent of West.
b) In performing their obligation pursuant to this Agreement, West
may have access to and receive disclosure of certain
"Confidential Information" about Houston. Confidential
Information shall include the terms and conditions of this
Agreement. Confidential Information shall also include, formats,
computer programs, policies, procedures, methods, technological
developments, financial results, formulas, marketing research and
development methods, product development plans, strategies and
research data. West may not disclose any Confidential Information
of Houston without the prior written consent of Houston.
c) Confidential information shall not include information which (i)
at the time of disclosure is generally available to and known by
the public (other than as a result of disclosure made directly or
indirectly in violation of this Agreement); (ii) becomes publicly
available in the future (other than as a result of a disclosure
made directly or indirectly in violation of this Agreement); or
(iii) information required to be disclosed by law. Each Party
agrees to promptly inform the other in the event that it receives
any legal demand for disclosure of Confidential Information. The
Party whose Confidential Information is requested may, at its
sole cost, defend such demand. The recipient of the demand shall
cooperate with the Party whose Confidential Information is being
sought as is reasonably necessary.
d) Each Party agrees that unauthorized disclosure or use of
Confidential Information will cause substantial and irreparable
injury to the other Party, that monetary damages may not
adequately compensate the injured Party for such injury and that
the Party whose Confidential Information is wrongly disclosed, is
entitled to among other remedies that may be available at law,
immediate injunctive or other equitable relief for any breach of
this Agreement in any court of competent jurisdiction.
e) This Section will survive the termination or expiration of this
Agreement.
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XVIII. GOVERNING LAW. This Agreement shall be subject to, governed by and
construed under the laws of the State of Nebraska without giving effect
to the principle of conflicts of law.
a) The parties agree that any legal action involving this Agreement
in any way will be instituted in the State of Nebraska, and
Houston consents to jurisdiction of the courts of the State of
Nebraska over Houston's person for purpose of such legal action.
XIX. ARBITRATION. In the event of dispute between the parties regarding
this Agreement, the parties agree to submit the matter to one
arbitrator selected pursuant to the rules of the American Arbitration
Association and conducted in Omaha, Nebraska. The proceedings shall be
conducted pursuant to the American Arbitration Association rules. The
decision of the arbitrator shall be nonbinding and shall not preclude
any other remedies afforded to the parties by law or equity.
XX. MISCELLANEOUS.
a) This Agreement constitutes the complete Agreement between the
parties regarding the subject matter herein, superceding any
previous Agreements or understanding. It may be modified only in
writing and signed by both parties.
b) All notices required hereunder shall be in writing and shall be
deemed duly given on the date mailed if sent by registered or
certified mail, return receipt requested, as follows:
1) If to Houston:
Xxxxx Xxxxx
0000 Xx. Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
2) If to West:
Xxxxx X. Xxxxxxx
00000 Xxxxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
c) The provisions of this Agreement are for the benefit only of the
parties hereto and no third party may seek to enforce, or benefit
from these provisions.
d) No waiver by either party of any breach of this Agreement shall be
deemed a waiver of any proceeding or succeeding breach thereof.
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e) This Agreement is not a joint venture or partnership, and each
party is entering the relationship as principal and not as an
agent of the other. The parties hereto agree that Houston is an
independent contractor in performing the fulfillment services set
forth on Exhibit B, as such, West shall be the sole employer of
West's employees.
f) If any portion of this Agreement shall be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision thereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been
contained herein.
g.) Neither party shall assign its rights obligations or duties under
this agreement without the prior written consent of the other.
Such consent shall not be unreasonably withheld.
Houston InterWeb Design, Inc.
By:______________________________
Its:_____________________________
Date:____________________________
West Marketing Services Corporation
By:______________________________
Its:_____________________________
Date:____________________________
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