Exhibit 10.3
INDEPENDENT CLIENT SERVICE AGREEMENT
This Agreement is made and entered into by and between USM Capital Group, Inc.,
0000-X Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 (hereinafter "Contractor") and
Commerce Development Corporation, Ltd., (hereinafter "Client") with principal
offices at 0000 Xxx Xxx Xxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxx, XX 00000 telephone
number 000-000-0000.
Whereas, Contractor declares it is engaged in an independent business, and has
complied with all federal, state and local laws regarding business permits,
insurances and licenses of any kind that may be required to carry out said
business and the tasks to be performed under this Agreement. Contractor also
declares that it has and does provide similar product or services to other
Clients in addition to contract services provided to Client.
Whereas, Client operates a legitimate business and desires to arrange for the
services of Contractor as set forth herein.
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS AND CONDITIONS, THE PARTIES AGREE :
1. SERVICES TO BE PERFORMED. Client engages Contractor and
Contractor agrees to : _________See Exhibit "A"_______________
________________________________________________________________________________
________________________________________________________________________________
2. TERMS OF PAYMENT. Client shall pay Contractor for the above
described services, as the same are reasonably and acceptably provided and
within 10 days after receipt of a detailed invoice or billing therefore.
Payments are to be made, costs and fees to be reimbursed and prices to be
charged as follows until otherwise agreed in writing :
______________200,000 common shares of Client with registration rights__________
______________valued at $0.006/share ___________________________________________
________________________________________________________________________________
3. EXPENSE REIMBURSEMENT. Client shall reimburse Contractor and make
payment for requested or necessary pre-approved travel and expenses from
Contractor's office. Any such charges or requests for reimbursement for these
agreed charges shall be invoiced and may be paid separately by Contractor or by
two-party check, either to Contractor or to the independent supplier for which
reimbursement is sought.
4. CONTROL. Contractor retains the sole and exclusive right to control
or direct the manner or means by which the work described herein is to be
performed. Client retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions herein.
5. PAYROLL OR EMPLOYMENT TAXES. No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but are not limited to FICA, FUTA, federal personal income tax, state personal
income tax, state disability insurance tax, and state unemployment insurance
tax. Contractor represents and covenants that it has and will file and pay all
such payroll, self employment, employment, worker's compensation, withholding
and other taxes and reports as the same might be legally due and payable to all
applicable state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the payment or filing for any and all such taxes, penalties and interest.
Contractor represents that its federal employer identification number is
00-0000000.
6. WORKER'S COMPENSATION. No workers compensation insurance has been or
will be obtained by Client on account of Contractor or Contractor's employees.
Contractor shall register and comply with all applicable worker's compensation
laws in all applicable states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor and its employees.
7. TERMINATION. This Agreement covers and relates to services to be
provided through September 30, 2002.
8. The parties agree that a fasimile signature shall have the same
effect as an actual signature.
Agreed to be effective this 16th day of September, 2002 at Carlsbad, CA.
USM Capital Group, Inc. Commerce Development Corp., Ltd.
CONTRACTOR CLIENT
/s/ Xxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxx
Signature Signature
Xxxxxx Nagel________________________ Xxxxxx X. Mercer___________
Printed Name Xxxxxx Xxxxxx
President____________________________ ___________________________
Title CEO
USM Capital Group, Inc. Phone: 000-000-0000
0000 Xxxxxxxxxx Xxxxx Fax: 000-000-0000
Xxxxxxxx, XX 00000 Mail: xxxx@xxxxxxxxxx.xxx
Exhibit "A"
Services To Be Performed
1. Provide Financial Strategy for merger/spin-off and other related
ctivities.
2. Provide business development consulting for private companies seeking
additional capital and pre-IPO strategic business planning.
3. Provide consulting for management on running a public company.
