EXHIBIT 10.45
CONTRACTUAL AGREEMENT
BETWEEN
XXXXXXXXXXXXXXXX.XXX, INC.
AND
THE XXXXXX GROUP, INC.
DATED OCTOBER 16, 2000
THE XXXXXX GROUP, INC.
A TOTAL COMMUNICATIONS AGENCY
0000 Xxxxxxxx Xxx., Xxxxx #000, Xxxxxxx Xxxxx, XX 00000
310/380-1499 - 310/380-1499 FAX E-mail xxxxxx@pacificnet. net
This is a contractual agreement entered into by The Xxxxxx Group, Inc. hereafter
referred to as agent, and thehealthchannel.com-TM-, hereafter referred to as
client.
Client agrees to pay $7,000.00 as a monthly retainer fee, plus reimbursement of
expenses incurred by agency on behalf of client, for a public relations campaign
for client. Initial retainer fee is due and payable in advance. An expense
deposit of $1,000.00 shall be paid in advance and replenished monthly, as
invoiced. Subsequent invoices are due and payable within 10 days of date of
invoice.
Total justification of expensed paid by agent on behalf of client will be
provided. Any additional expenses not covered by above mentioned deposits will
be billed. Any expense deposit not applied to expenses incurred will be
reimbursed by client at conclusion of contract.
Agent shall submit invoices to client, on a monthly basis, giving sufficient
details as to all charges contained in such invoices. Client shall receive a
report of activities performed under this agreement. Client agrees to pay
expenses without prior approval for postage, mileage, toll and long-distance
telephone calls, publications, Xeroxed materials, and other individual expenses
under $100.00. Extra-ordinary expenses such as trips, advertising, printing,
etc., must have prior client approval. Such expenses must be paid for in advance
by client. Extra-ordinary trips, personal appearance, planning of special
functions shall be compensated for at an hourly rate of $150.00 per person hour
and must approved in advance by client. Invoices shall be payable within ten
(10) days after receipt by client. Invoices unpaid within thirty (30) days form
date of invoices shall be deemed delinquent and shall accrue late charges at the
rate of 1 1/2% per month or portion thereof. There will be a surcharge of $50.00
for each time a check is returned by the bank.
Agent agrees to handle all public relations matters, as agreed upon, for client.
Agent agrees to fulfil and execute campaign as discussed with client. as
discussed with client.
Neither party may assign this agreement or its rights and obligations herein to
another without the prior written approval of the other party except that client
may assign this agreement to its subsidiary or affiliated companies upon written
notice.
Any exhibits and appendices attached to this agreement are hereby incorporated
by reference and made a part hereof as though fully set forth herein.
It is expressly agreed that if client issues a purchase order or other document
for the services provided under this agreement, such instrument shall be deemed
for client's internal use only and any provisions contained therein or on the
reverse side thereof that are in conflict with any provisions of this agreement
shall have no effect.
This agreement sets forth and constitutes the entire agreement and understanding
between the parties with respect to the services and subject matter hereof, and
merges and supersedes all prior agreements, understanding, and representations,
whether written, oral, or otherwise conveyed. This agreement shall not be
modified or amended, except in writing and signed by an authorized
representative of the parties hereto.
The parties hereto agree not to disclose any of the terms and conditions of this
agreement to anyone in a position to use the information for competitive
advantage or to anyone in each respective organization that does not have a need
to know.
Neither party shall solicit nor hire the employees, officers, directors,
consultants, or agent of the other ("Employee") may assign this agreement
without the prior written consent of the other party and its affected employees.
Such written consent shall acknowledge the confidentiality of information as set
forth in this agreement.
In connection with the services provided hereunder, employees of agent have and
will have access to certain proprietary or confidential information and trade
secrets ("Client Confidential Information") of client. Agent agrees
to preserve and maintain all such Client Confidential Information by applying
the same standard of care thereto as client applies to such information.
Client and agent agree to indemnify and hold harmless from and against any and
all losses, claims, damages, expenses, or liabilities with either party may
incur based upon information, representation, reports, or date furnished by
client.
Any notices required or permitted to be given under this agreement by either
party shall be in writing and shall be deemed given as of the time of hand
delivery to the addresses set forth below the signatures of each party, or four
(4) days after deposit into the United States mail, postage prepaid by
registered or certified mail, return receipt required, to those addresses.
Should any term or provision of this agreement be found to be invalid or
unenforceable, such finding shall in no way affect the validity or
enforceability of the other terms and conditions hereof. Such other terms and
conditions shall be and remain valid and enforceable, as if the invalid and
unenforceable term, condition, or provision and never a part hereof.
Neither the exercise nor the failure to exercise any right, provision, or remedy
herein shall preclude the exercise of the same or any other right or remedy
herein in the future. Any waiver of right, provision, or remedy by a party
hereto shall not be valid unless executed in writing by a duly authorized
representative of the party making such waiver.
This agreement and all rights and obligations hereunder, including matters of
construction, validity, and performance shall be governed in an by the laws of
the State of California. If any legal action or other proceeding is brought for
the enforcement of this agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of the
agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees and other costs incurred in connection with
that action or proceeding, in addition to any other relief to which such party
or parties may be entitled. No claim, demand, action, proceeding, arbitration,
litigation, hearing, motion, or lawsuit arising herefrom or with respect hereto
shall be commenced or prosecuted in any jurisdiction other than the State of
California. Any judgement, determination, find or conclusion reach or rendered
nay other jurisdiction shall be null and void between the parties hereto.
This Contract begins on October 16, 2000 and may be terminated by either party
with sixty (60) days written notice.
Entered into on October 16, 2000.
Agent:
/s/ Xxxxx Xxxxxx /s/ Xxx Xxxxxxxx
----------------------------------------- ----------------------------
Xxxxx Xxxxxx, President and CEO Xxx Xxxxxxxx
THE XXXXXX GROUP, INC. thehealthchannel.com-TM-
0000 Xxxxxxxx Xxxx. 000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 0000 Xxxxx #000
Xxxxxxx Xxxxx, XX 00000 Xxxxxxx Xxxxx, XX 00000
