WEBSITE DESIGN AND PROGRAMMING AGREEMENT
This agreement is entered into by Destin Sands International, hereinafter
referred to "Service Provider", and Communications Research, Inc., hereinafter
referred to as "CRI", and sets forth the terms and conditions for services to be
rendered by Service Provider on behalf of CRI.
SERVICES OF THE SERVICE PROVIDER
Destin Sands International will design a website for CRI's subsidiary TeleWriter
Corporation, Inc. and shall assist in developing a database management
enterprise software for the ongoing management and development of the sales and
marketing of the Telewriter software.
TIMING, FEES AND EXPENSES
1. Service Provider will commence its work with CRI immediately. For the
consulting services provided during the term of the engagement, Service Provider
charges a one time up front fee of 1.5 million shares of registered stock, (the
"Stock Fee") at a $.001 cost basis collectively representing the "Consulting
Fee". The consulting services will be for a period of 1 year. If CRI desires to
terminate the services of the Service Provider prior to the expiration of this
agreement, the Consultant will be entitled to retain the entire consulting fee
and no proration of this fee will be made.
2. CRI will issue to Service Provider within 10 business days of signing the
consulting agreement the 1.5 million shares of registered stock.
3. Travel expenses. All of Service Provider's travel, lodging, meals and airfare
incurred on CRI's behalf, over $250, shall be pre-approved. Airfare shall be
pre-paid directly by CRI (rather than paid by, and subsequently reimbursed to
o All remittances will be made to Service Provider.
This Agreement will commence with your signing this Agreement, and will continue
for a period of 365 days.
1. Service Provider's relationship with CRI shall be that of an independent
contractor and not that of an employee. Service Provider will not be eligible
for any employee benefits, nor will CRI make deductions from the consulting fees
for taxes, insurance, bonds or any other subscription of any kind, which shall
be Service Provider's sole responsibility. Service Provider will use its best
efforts in performing the services under this Agreement, within the scope of
work specified in this Agreement. The Service Provider may use contractors or
other third parties of Service Provider's choice to assist in rendering such
2. Confidentiality and non-disclosure. CRI, their officers, directors, employees
and/or agents, understand that Service Provider considers its investors, source
firms and compensation arrangements to be confidential and proprietary, and
agrees not to disclose any such information to any person or firm outside of CRI
without prior written consent from Service Provider, except as required by law.
CRI's obligations under this paragraph shall survive termination of this
Agreement for a period of 24 months.
3. Service Provider shall keep in confidence and shall not disclose or make
available to third parties or make any use of any information or documents
relating to the products, methods of manufacture, trade secrets, processes,
business or affairs or confidential or proprietary information of CRI (other
than information in the public domain through no fault of Service Provider),
except with the prior written consent of CRI. Upon termination of this Agreement
Service Provider will, upon request by CRI, return all documents, and other
materials related to the services provided hereunder furnished to Service
Provider by CRI. Service Provider's obligations under this paragraph shall
survive termination of this Agreement.
4. Service Provider and CRI further agree to indemnify and hold each other
harmless from and against any and all losses, claims or damages, including any
legal or other expenses reasonably incurred, in connection with defending
against any litigation, whether commenced or threatened, to which either CRI or
Service Provider may become subject under any statute, caused by, or arising out
of any service under this Agreement; provided, however, that neither party shall
be liable in any such case to the extent that any loss or damage is found to
have resulted from the other party's gross negligence, intentional
misrepresentation or violation of any statute or regulation.
5. In the event that any controversy or claim arises out of this Agreement, the
parties hereto shall negotiate in good faith to resolve such controversy or
claim. If such controversy or claim cannot be settled by the parties through
negotiation, such controversy or claim shall be settled by binding arbitration.
During the arbitration, both parties shall continue to perform their obligations
under this Agreement unless the Agreement has been terminated. In addition to
any other recovery, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs thereby incurred.
6. If any provision of this Agreement is held to be invalid or unenforceable to
any extent in any context, it shall nevertheless be enforced to the fullest
extent allowed by law in that and other contexts, and the validity and force of
the remainder of this Agreement shall not be affected thereby. Further, a waiver
of the non-performance of any provision of this Agreement must be in writing and
shall apply only to the particular non-performance involved and shall not
constitute an amendment, change or modification of this Agreement or apply to
any other performance requirement.
7. This agreement shall inure to the benefit of and be binding on the respective
parties hereto and the respective executors, administrators, successors and
8. If accepted by CRI and Service Provider below, this Agreement shall
constitute a binding agreement between CRI and Service Provider. This Agreement
reflects the entire agreement between CRI and Service Provider, and the terms
herein shall not be modified except by a written amendment signed by the parties
hereto. The signatories below acknowledge that they have the necessary authority
of their respective parties, including board approval, if required, to enter
into this Agreement.
9. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New Jersey.
10. The Service Provider is not a registered broker and will not provide the
services of a broker. If it is necessary to utilize the services of a registered
broker, any fees and/or costs of such a broker shall be borne by CRI.
AGREED AND ACCEPTED:
Destin Sands International Communications Research, Inc.
Signature: /S/ Reinery Barba Signature: /S/ Carl R. Ceragno
Title: President Title: President & COO
Date: 03/11/04 Date: 03/11/04