Services Agreement
1 Parties Involved and the Purpose of Cooperation
This Services Agreement (the "Agreement") is by and between A.T.
Xxxxxxx Business Consulting ("ATMBC") and American Market Support
Network, Inc. ("AMSN").
The object of the Agreement is for ATMBC perform the services on
behalf of AMSN, as described below and only as approved by AMSN.
2 Services provided by ATMBC
The services ATMBC shall provide for AMSN shall include, but may
not be limited to: supplying a qualified individual to act as an
interim President for AMSN, management of sales and marketing
departments, sales lead generation and closing of sales,
overseeing human resources, and general office administration.
These duties shall be laid out in more detail by the management
of AMSN during the period ATMBC is contracted by AMSN.
3 Liability
ATMBC shall conduct activities strictly under the conditions that
its personnel are acting in the capacity as contracted service
providers to AMSN. Any activities ATMBC personnel perform in this
capacity, that have not been specifically ordered by AMSN, shall
be considered independent acts on ATMBC's part and AMSN assumes
no liability or responsibility related to said activities, or any
consequences related to said activities, or their use or misuse.
4 Anti-Recruiting
Neither AMSN nor ATMBC shall recruit any of the other party's
employees or other affiliated personnel during or for six (6)
months after the termination of this Agreement.
5 Transferring the Agreement to a Third Party
This Agreement cannot be released to a third party (except AMSN's
designee) without written approval of the non-releasing party.
This Agreement will be written in two identical copies, one for
both parties involved.
6 The Validity of the Agreement
This Agreement shall be effective July 1, 2002 and continue in
full force and effect until canceled by ATMBC or AMSN through
means outlined in this Agreement. This Agreement can be canceled
by either party by giving the other party twenty-four hours
written notice.
7 Financial Information
For the above services, ATMBC will be compensated according to
the following commission schedule.
ATMBC will receive $2,000 monthly retainer starting July 1, 2002.
American Market Support Network does not owe any past
compensation to ATMBC or Xxxxx X. Xxxxxxx.
ATMBC receives a commission of ten percent (10%) of all net
revenues generated by AMSN, except those from outsourced
newsletter campaigns, where ATMBC shall receive a commission of
seven percent of the net revenues after all applicable fees have
been paid to the outside service provider. Net revenues is
defined as gross revenues/sales minus any hard costs that AMSN
must pay out to other subcontractors or service providers in
order to supply the services sold on behalf of AMSN to its
clients.
ATMBC can choose to be paid either in cash or in stock. The
amount of shares will be determined by dividing the dollar amount
owed by the price of stock. The stock price will be based on the
last three day's closing price of our company stock provided that
the stock is already publicly traded. ATMBC can only choose to
receive unpaid compensation in stock if our stock is publicly
traded.
8 Miscellaneous
8.1 Notices.
All reports, communications, requests, demands or notices
required by or permitted under this Agreement shall be in writing
and shall be deemed to be duly given on the date same is sent and
acknowledged via hand delivery, facsimile or reputable overnight
delivery service (with a copy simultaneously sent by registered
mail), or, if mailed, five (5) days after mailing by certified or
registered mail, return receipt requested, to the party concerned
at the following address:
A.T. Xxxxxxx Business Consulting
X.X. Xxx 0000
Xxxx Xxxxxxx, XX 00000
American Market Support Network
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Any party may change the address to which such notices and
communications shall be sent by written notice to the other
parties, provided that any notice of change of address shall be
effective only upon receipt.
8.2 Integration.
This Agreement sets forth the entire Agreement and understanding
between the parties, or to the subject matter hereof and
supersedes and merges all prior discussion, arrangements and
agreements between them.
8.3 Amendments.
This Agreement may not be amended or modified except by written
instrument signed by each of the parties hereto.
8.4 Interpretation.
This Agreement shall be construed by and interpreted in
accordance with the laws of the State of Texas, without regard to
principles of conflict of law. The headings given to the
paragraphs of this Agreement are for the convenience of the
parties only and are not to be used in any interpretation of this
Agreement.
8.5 Jurisdiction.
The parties hereby (i) agree that the State and Federal courts
sitting in the State of Texas, County of Xxxxxx shall have
exclusive jurisdiction in any action arising out of or connected
in any way with this Agreement; (ii) each consent to personal
jurisdiction of and venue in such courts in any such matter; and
(iii) further agree that the service of process or of any other
papers with respect to such proceedings upon them by mail in
accordance with the provisions set out in Article 8.1 hereof
shall be deemed to have been duly given to and received by them
five (5) days after the date of certified mailing and shall
constitute good, proper and effective service.
8.6 Severability.
In the event that any one or more provisions of this Agreement
shall be held invalid, illegal or unenforceable in any respect,
the validity, legality or enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
8.7 Waiver.
No failure or delay on the part of either party in exercising any
power or right under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such
power or right preclude any other or further exercise thereof of
the exercise of any other power or right. No waiver by wither
party of any provision of this Agreement, or of any breach or
default, shall be effective unless in writing and signed by the
party against whom such waiver is to be enforced. All rights and
remedies provided for herein shall be cumulative an in addition
to any other rights or remedies such parties may have at law or
in equity.
9 Counterparts.
This Agreement may be executed in one or more counterparts, all
of which taken together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement this 1st day of July, 2002.
______________________ ______________________
Xxxxx X. Xxxxxxx Pertti Luhanto
A.T. Xxxxxxx Business Consulting American Market Support Network, Inc.
