SERVICES AGREEMENT
This Services Agreement is made and entered into this 22nd day of May
2001, by and between Office Managers, Inc., 136 East South Temple, Suite
1600, Salt Lake City, Utah 84111 a Nevada corporation (the "Company"), and
MediaComm Marketing International, Inc., 925 W. Kenyon Ave. Suite 15,
Englewood, Colorado, 80110 ("MediaComm").
RECITALS
MediaComm is in the business of website and portal development,
hosting and maintenance, public and investor/broker relations, mass media
campaigns and lead generation, and has experience in consulting with
start-up and developing companies. MediaComm is willing and desires to
provide services to the Company, and the Company is willing to engage the
services of MediaComm, upon the terms, covenants and conditions hereinafter
set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Engagement of MediaComm. The Company agrees to retain the
services of MediaComm on the following matters and MediaComm hereby agrees
to provide the following services:
A. Website/Portal Development, Hosting and Maintenance.
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i) MediaComm will design and construct the Company's
website/portal from inception through development relying
primarily on commercially available licensed technologies under
the name. This will include leading the design process and
creating the technical and business model through the application
of the web solutions using the current best web technologies.
The Company's website/portal will be fully operational within
eight months from the date of this Agreement.
ii) Following design and construction of the Company's
website/portal, MediaComm will provide ongoing hosting and
maintenance services as more fully set forth in Exhibit A to this
Agreement.
B. Analyst, Money Managers, Broker and Market Maker Relations.
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i) MediaComm will undertake a turnkey financial public
relations campaign aimed at increasing awareness of the Company
among the financial community, including financial analysts,
money managers, brokers and market makers. This campaign will
include, but not be limited to: preparing and releasing
appropriate press releases, preparing and mailing due diligence
kits to money managers, brokers and market makers and to each
analyst currently analyzing the industries in which the Company
competes on at least a semi-annual basis; make personal
introductions to at least 20 different analysts, money managers,
brokers and market makers and analysts. MediaComm will also be
available to handle all calls from analysts, money managers,
brokers and market makers and to respond to all requests for
information. MediaComm will not violate any federal or state
securities laws in its dealings with analysts, money managers,
brokers and market makers, and will advise the Company as to
compliance with federal and state securities laws in all
communications with these groups.
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C. Mass Media Campaign
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i) MediaComm will create, implement and carry out a mass
media campaign aimed at increasing awareness of the Company and
its website/portal among the office manager community and driving
traffic to the Company's website/portal. In creating this
campaign, MediaComm will perform appropriate market research to
assure the campaign will reach the office manager community. As
part of its market research and media campaign, MediaComm will
create a customized database compiling relevant information such
as names, addresses, phone numbers, e-mail addresses and relevant
market information. MediaComm will perform direct mailings,
direct e-mailings and other directed advertising activities on a
monthly basis. MediaComm may also produce and air 30 and 60
second or longer radio and television advertising commercials in
all appropriate regional or national markets.
D. Lead Generation.
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i) MediaComm will undertake an intensive lead generation
campaign via direct phone contacting, direct mailing, direct
e-mailing and by establishing relationships with appropriate
professional organizations, to locate, screen and enroll suitable
credit and collections professionals to participate in the
Company's network. MediaComm will also develop a database,
meeting the Company's specifications, to accommodate necessary
information regarding collections professionals contacted and
enrolled in the Company's network.
All services rendered by MediaComm shall be performed subject to the
supervision and direction of the Company Board of Directors. All services
shall be rendered to the Company by MediaComm as an independent contractor
and not as an employee of the Company.
2. Term. The term of this Agreement shall be for a period of two
years commencing on the 22nd day of May, 2001, unless terminated earlier
pursuant to Section 6 below; provided, however, that MediaComm's
obligations regarding confidentiality in Section 5 below and Company's
obligation to compensate MediaComm as set forth in Section 4 below shall
continue in effect after such termination.
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3. MediaComm's Devotion of Time. MediaComm hereby agrees to provide
sufficient employees, to complete the prompt and faithful performance of
the duties assigned to it by the Company. The Company acknowledges and
agrees that MediaComm may act as a consultant or in any other capacity with
other firms or business ventures without the consent or approval of the
Company, unless such other persons compete directly or indirectly with the
Company, in which case MediaComm must obtain the prior written consent of
the Company.
4. Compensation; Reimbursement. As compensation to MediaComm for the
services to be rendered to the Company, the Company agrees:
(a) MediaComm will be compensated $1,000 per month payable on the
first day of the month commencing June 1, 2001.
(b) MediaComm will be reimbursed for all reasonable costs advanced to
the Company including, but not limited, to press release fees, media
placements and travel costs of broker/dealer meetings attended by
representatives of MediaComm and the Company.
5. Confidentiality of Trade Secrets and Other Materials.
5.1 Trade Secrets. Other than in the performance of its duties
hereunder, MediaComm agrees not to disclose, either during the term of this
Agreement with the Company or at any time thereafter, to any person, firm
or corporation any information concerning the business affairs, the trade
secrets, intellectual property, service provider network, customer lists or
similar information of the Company. Any technique, method, process or
technology used by the Company shall be considered a "trade secret" for the
purposes of this Agreement.
5.2 Ownership of Trade Secrets; Assignment of Rights. MediaComm
hereby agrees that all know-how, documents, reports, plans, proposals,
marketing and sales plans, client lists, service provider lists, client
files, service provider files and materials made by it or by the Company
are the property of the Company and shall not be used by it in any way
adverse to the Company's interests. MediaComm shall not deliver, reproduce
or in any way allow such documents or things to be delivered or used by any
third party without specific direction or consent of the Board of Directors
of the Company or its executive committee.
6. Patents and Inventions. All materials, and any inventions
(whether or not patentable) works of authorship, trade secrets, ideas,
concepts and trade or service marks (collectively "Inventions") created,
conceived or prepared by MediaComm in the performance of its duties herein,
shall belong exclusively to the Company. MediaComm hereby assigns all
Inventions to the Company, and its assigns, except for works of hire which
do not require an assignment to vest ownership in the Company. To the
extent copyrights exist in any works of authorship, such works shall be
deemed, to the extent legally permitted, to be works of authorship, such
works made for hire as that term is used in the Copyright Act of 1976. We
may, at our option but at our expense, seek protection for any Invention by
obtaining patents, copyright registrations, trademark registrations, and/or
other recordations, registrations and filings related to proprietary or
intellectual property rights. MediaComm agrees at no charge to execute,
and to cause your employees to execute such documents including such
further assignments, applications and conveyances and supply such
information as we shall request, in order to permit us or our assigns to
protect, perfect, register, record and maintain our rights in the
Inventions and effective ownership of the throughout the world.
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7. Termination.
7.1 Basis for Termination. This Agreement may be terminated on
the
occurrence of any one or more of the following events:
(1) Any material breach of this Agreement, which remains uncured
for a period of 10 days after delivery of notice of default by
the non-defaulting party.
(2) By mutual agreement of the parties.
(3) Either party may terminate their services hereunder by
giving the other party 30 days prior written notice, which
termination shall be effective on the 30th day following such
notice.
8. Miscellaneous.
8.1 Transfer and Assignment. This Agreement is personal as to
MediaComm and shall not be assigned or transferred by MediaComm without the
prior written consent of the Company. This Agreement shall be binding upon
and inure to the benefit of all of the parties hereto and their respective
permitted heirs, personal representatives, successors and assigns.
8.2 Independent Contractor. All the Services shall be performed by
you as an independent contractor. You are not our employee, partner, joint
venturer or agent. You shall not make any representations or commitments
on our behalf without our prior written consent.
8.3 Severability. Nothing contained herein shall be construed to
require the commission of any act contrary to law. Should there be any
conflict between any provisions hereof and any present or future statute,
law, ordinance, regulation, or other pronouncement having the force of law,
the latter shall prevail, but the provision of this Agreement affected
thereby shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law, and the remaining provisions
of this Agreement shall remain in full force and effect.
8.4 Governing Law. This Agreement is made under and shall be
construed pursuant to the laws of the State of Utah.
8.5 Compliance with Laws. MediaComm shall fully comply with all
laws, ordinances, rules and regulations which are applicable to the
performance of your services. MediaComm agrees to indemnify and hold the
Company harmless from all claims, damages and expenses (including but not
limited to actual attorneys's fees) resulting from your failure to comply.
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8.6 Counterparts. This Agreement may be executed in several
counterparts and all documents so executed shall constitute one agreement,
binding on all of the parties hereto, notwithstanding that all of the
parties did not sign the original or the same counterparts.
8.7 Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter hereof
and supersedes all prior oral or written agreements, arrangements, and
understandings with respect thereto. No representation, promise,
inducement, statement or intention has been made by any party hereto that
is not embodied herein, and no party shall be bound by or liable for any
alleged representation, promise, inducement, or statement not so set forth
herein.
8.8 Modification. This Agreement may be modified, amended,
superseded, or canceled, and any of the terms, covenants, representations,
warranties or conditions hereof may be waived, only by a written instrument
executed by the party or parties to be bound by any such modification,
amendment, supersession, cancellation, or waiver.
8.9 Attorneys' Fees and Costs. In the event of any dispute arising
out of the subject matter of this Agreement, the prevailing party shall
recover, in addition to any other damages assessed, its attorneys' fees and
court costs incurred in litigating or otherwise settling or resolving such
dispute whether or not an action is brought or prosecuted to judgment. In
construing this Agreement, none of the parties hereto shall have any term
or provision construed against such party solely by reason of such party
having drafted the same.
8.10 Waiver. The waiver by either of the parties, express or implied,
of any right under this Agreement or any failure to perform under this
Agreement by the other party, shall not constitute or be deemed as a waiver
of any other right under this Agreement or of any other failure to perform
under this Agreement by the other party, whether of a similar or dissimilar
nature.
8.11 Cumulative Remedies. Each and all of the several rights and
remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one or such rights or remedies shall not be
deemed a waiver of, or an election to exercise, any other such right or
remedy.
8.12 Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not in any way affect
the meaning and interpretation of this Agreement.
8.13 Notices. Any notice under this Agreement must be in writing, may
be telecopied, sent by express 24-hour guaranteed courier, or
hand-delivered, or may be served by depositing the same in the United
States mail, addressed to the party to be notified, postage-prepaid and
registered or certified with a return receipt requested. The addresses of
the parties for the receipt of notice shall be as follows:
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If to the Company: Office Managers, Inc.
136 East South Temple, Suite 1600
Salt Lake City, Utah 84111
With a copy to: Poulton & Yordan
136 East South Temple, Suite 1700-A
Salt Lake City, Utah 84111
If to Consultant: MediaComm Marketing International, Inc.
925 W. Kenyon Ave. Suite 15
Englewood, Colorado, 80110
Each notice given by registered or certified mail shall be deemed
delivered and effective on the date of delivery as shown on the return
receipt, and each notice delivered in any other manner shall be deemed to
be effective as of the time of actual delivery thereof. Each party may
change its address for notice by giving notice thereof in the manner
provided above.
8.14 Survival. Any provision of this Agreement which imposes an
obligation after termination or expiration of this Agreement shall survive
the termination or expiration of this Agreement and be binding on MediaComm
and the Company.
8.15 Effective Date. This Agreement shall become effective as of the
date set forth on page one when signed by MediaComm and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first set forth above.
Office Managers, Inc. MediaComm Marketing International, Inc.
By:/s/ John M. Hickey By:/s/ Don Montague
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Its: President Its: President
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