EXHIBIT 10.5
CONTRACT
This agreement made this 20th day of July 1999,by and between
XxxxXxxxxxXXX.xxx, 000 Xxxxxx Xxxx, Xxxxx Xxxxxxxxx, XX 00000 and Interactive
Graphics, located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx Xxxx, XX 00000.
FIRST: That XxxxXxxxxxXXX.xxx, is a corporation which will
provide a website for the purposes of allowing emerging companies to engage in a
self underwritten Initial Public Offering (IPO).
SECOND: That Interactive Graphics is a website design,
programming and hosting firm.
THIRD: That Interactive Graphics has submitted a proposal to
create a web site for XxxxXxxxxxXXX.xxx and XxxxXxxxxxXXX.xxx has accepted the
proposal.
FOURTH: That Interactive Graphics shall provide the following
services to XxxxXxxxxxXXX.xxx:
Html and Unix programming; SSL server configuration;
Security System; Database Design and implementation; Auction design and
implementation; Graphical design and implementation; multiple server back up
solution; System Management and Administration
FIFTH: That the content of the site shall be the sole and
exclusive responsibility of XxxxXxxxxxXXX.xxx and XxxxXxxxxxXXX.xxx shall hold
Interactive graphics harmless and indemnify from any and all liability for
improper or false information.
SIXTH: That the schedule for the completion of the project
shall be as follows:
All hardware on location within 3 weeks of execution of
the contract.
Within 3 weeks of execution of the contract a
demonstration site suitable for collecting prospective subscriber information
shall be in place.
Within 6 weeks of execution of the contract a semi
functional website shall be available for beta testing and de bugging. If
bandwidth is not available due to location limitations the site shall be
temporarily hosted at a suitable location at no extra charge.
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Target date for completion of fully functional
website is 8 weeks after execution of the contract.
Guaranteed date of completion of a fully functional
website is the 14th week after execution of the contract.
SEVENTH: That the schedule for payments due hereunder shall be
as follows:
Due on Contract............................$60,000.00
Due at 3 weeks after Contract..............$40,000.00
Due at 6 weeks after contract..............$40,000.00
Due upon completion of project.............$60,000.00
(b) On completion deliver 200,000 warrants in MainStreetIPO
exercisable at Two Dollars ($2.00) each.
EIGHTH: The hardware to be purchased for this project shall be
the following, in accordance with the proposal accepted by XxxxXxxxxxxxx.xxx :
One (1) Router
Four (4) Servers
NINTH: That Interactive Graphics shall provide site management
and system administration services to Xxxxxxxxxxxxx.xxx at a monthly cost of:
$8,000.00
The management and administration contract represented hereby shall be effective
for a period of one year from the date of completion of the project and shall
thereafter be renewable on a year to year basis at the option of
XxxxXxxxxxXXX.xxx at a monthly fee to be negotiated at the time of renewal.
(b) That written notice of renewal or non-renewal
must be forwarded to Interactive Graphics not less than 30 days prior to the
expiration date of the management and administration agreement.
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TENTH: That this document represents the full and complete
agreement of the parties hereto and there are no prior or contemporaneous oral
or written agreements the terms and conditions of which have any effect upon the
terms and conditions of this document.
ELEVENTH: This agreement may not be changed, altered, modified
or cancelled except in a writing provided to the non-canceling party not less
than 30 days prior to the date cancellation shall become effective. Such mailing
shall be sent by certified mail, return receipt requested and shall be effective
upon mailing at a facility maintained for such purposes by the United States
Postal Service.
TWELFTH: In the event either party shall breach any material
duty or obligation hereunder the other party shall have the right to declare
that party in breach and shall have the right to immediately cancel the contract
immediately.
(b) A failure of the non breaching party to assert
his right to cancel the contract shall not affect any right to enforce a
cancellation based on any further breach or to avail himself of remedies other
than canceling the contract.
THIRTEENTH: That each party has had the opportunity to review
the whole of this document and agrees to the specific paragraphs herein.
FOURTEENTH: That in the event of a breach hereof the non
breaching party shall have the right to bring an action at law or seek
alternative dispute resolution through the arbitration process. The non
breaching party shall pay all fees associated with the alternative dispute
resolution process.
FIFTEENTH: That jurisdiction and venue shall be set in the
Supreme Court of the State of New York, County of New York, located at 00 Xxxxxx
Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx.
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SIXTEENTH: That in the event any court of competent
jurisdiction shall find that any clause, clauses, paragraph or subparagraph
herein shall be illegal, unlawful, null, void, unenforceable because of
violation of any law, statute, rule, regulation, code or public policy, such a
finding shall have no effect on the legality or enforceability of any other
paragraph or paragraphs, clause or clauses herein and the offending paragraph or
paragraphs, clause or clauses shall be considered as severed from the whole
hereof.
SEVENTEENTH: That this agreement and all of its clauses and
paragraphs shall be construed in accordance with the laws of the State of New
York, exclusively.
WHEREFORE, the parties have hereunto affixed their hands and
seals the day and date first above written.
INTERACTIVE GRAPHICS:
/s/ Xxx Xxxxxxxxx, Pres.
By:________________________________________
Xxx Xxxxxxxxx, Pres.
XXXXXXXXXXXXX.XXX;
/s/ Xxxxxx Xxxxxxx, Pres.
By:__________________________________________
Print Name & Title
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