Exhibit 10(m)
Sub-Contract and Name-use Right Agreement between Yellowstone
Incorpoartion Services, Inc. and Yellowstone Corporate Services,
Inc. dated November 12, 2001 with regards to representative office
and name-use arrangements
Sub-Contracting And Name-use Right Agreement
This agreement ("Agreement") is made this 12th day of
November, 2001, between Yellowstone Corporate
Services, Inc., whose business address is Xxxxx 0000, Xxxxxxxxx
Xxxxx, 00-00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (hereafter known as
"YCSI") and Yellowstone Incorporation Services, Inc., whose
business address is 0000 X. Xxxxxxx Xxxx. Xxxxx 000X Las Vegas, NV.
89146 (hereafter known as "YIS").
Whereas, YCSI wishes to retain YIS as a sub-contractor in Las
Vegas, Nevada, USA. under the Terms and Conditions as stipulated in
this Agreement.
Whereas, YIS wishes to include "Yellowstone" as part of its
company name and hold itself out as an affiliate of YCSI when it
conducts business under the Terms and Conditions as stipulated in
this Agreement.
THEREFORE, both parties hereto agree as follows:
1. YIS will maintain offices for business purposes providing YCSI
a business presence in Las Vegas, Nevada, USA.
2. YIS is responsible for maintaining all licensing, taxes, rents
and other expenses associated with said offices.
3. YIS will provide use of said offices for officers and
directors of YCSI upon notification.
4. YIS to provide YCSI with non-exclusive rights to utilize
common areas including reception area, conference rooms, kitchen,
hallways, walkways and restrooms.
5. YIS to provide reception services including telephone from
8:00 a.m. to 5:00 p.m. PT.
6. YIS to provide YCSI (A Nevada Corporation) with Resident Agent
services on an annual renewal basis.
7. YIS will provide business license hanging/storage services to
YCSI.
8. YIS will provide mail sorting and forwarding services to YCSI.
9. YIS will provide photocopying and facsimile transmitting
services to YCSI.
10. YCSI will provide the sum of US$17,400 (United States Dollars
seventeen thousand four hundred only) to YIS for startup costs and
business related expenses.
11. YCSI grants YIS the right to include "Yellowstone" in its
company name and hold itself out as an affiliate of YCSI when it
conducts business for a period of three (3) years from the date of
this Agreement. In return, YSI shall pay twenty percent (20%) of
the invoiced value of all its business to YCSI as a name-use right
fee for a term of three (3) years from the date of this Agreement.
12. YCSI shall have the exclusive right of first refusal to
acquire the entire business, outstanding stock and assets of YIS
for the sum of cash and stock in an amount to be determined for a
period of three (3) years from the date of this agreement.
Amendment and Modification: Subject to applicable law, this
Agreement may be amended, modified or supplemented only by a
written agreement, signed by both parties. No oral modifications to
this Agreement may be made.
Entire Agreement: This agreement contains the entire
understanding between and among the parties and supersedes any
prior understandings and agreements among them respecting the
subject matter of this Agreement. All rights, remedies or
indemnifications shall remain in full force and effect from the
time of execution through eternity.
Agreement Binding: This agreement shall be binding upon the
heirs, executors, administrators, successors and permitted assigns
of the parties hereto.
Attorney's Fees: In the event an arbitration, mediation, suit
or action is brought by any Party under this Agreement to enforce
any of its terms, or in any appeal therefrom, it is agreed that the
prevailing Party shall be entitled to reasonable attorney's fees to
be fixed by the arbitrator, mediator, trial court and/or appellate
court.
Severability: If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision comprised a part
hereof; and the remaining provisions hereof shall remain in full
force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and unenforceable
provision, there shall be added automatically as part of this
Agreement a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid
and enforceable.
Governing Law: This Agreement shall be governed by the laws of
the State of Nevada, and the venue for the resolution of any
dispute arising therefrom shall be in Xxxxx County, State of
Nevada.
IN WITNESS THEREOF, the Parties above have caused this
Agreement to be duly executed, as of the day and year set out
below.
Yellowstone Corporate Services, Inc.
By: /s/ King Xxxx Xx Date: 11/12/01
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Title: President
Yellowstone Incorporation Services, Inc.
By: /s/ Xxxxx Xxxxxxx Date: 11/12/01
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Title: President
