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EXHIBIT 10.3
Letter of Agreement
February 17, 2000
Xxxxxxx Xxxxxxx
President, CEO
Verida Internet Corporation
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxxxx:
This letter is to confirm our agreement that Verida Internet
Corporation (client) has retained PRx Inc. a California corporation,
whose address is 00 X. Xxxxxx Xx. Xxxxx 000, Xxx Xxxx, XX 00000, to
provide public relations services.
Following are the terms and conditions under which PRx Inc. will
work with you to help you fulfill your marketing goals.
1. Terms of Agreement
The term of this agreement commences on the date of execution of
this agreement, February 1, 2000 and shall terminate three months
(April 30, 2000) from said date unless terminated sooner in accordance
with Section 7 of this agreement. At the end of the term, this
agreement is open to renegotiation for additional public relations
projects.
2. PRx Compensation
Client shall pay PRx for its services and related expenses as
follows:
a. PRx services
During the term of this three month project, client agrees to
pay $37,500 for services rendered during each month of this
agreement. This monthly sum is due and payable on the first day
of the month that the work is to commence.
In the event that you request new project work, PRx will
prepare a formal budget estimate of any additional hours and
material costs to be expanded. You must sign a budget estimate
before PRx will proceed with any additional work.
Included in the overall service of your account, we will
provide account management and direction to assure that goals are
met and that work proceeds in a timely fashion, consultation to
provide advice on all communications matters and creative thinking
to explore new ways to gain maximum impact and efficiency from
your marketing communications program. Client acknowledges that
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the compensation due PRx under this agreement is for its efforts
and that it is impossible to ensure or guarantee particular
results or the success of any program or campaign. Deliverables
are enumerated in the budget chart and timeline attached.
However, should client wish to terminate the engagement for
whatever reason, conditions of Section 7 of this agreement apply.
b. Reimbursable Administrative Expenses
Reimbursable administrative expenses include any charges for
copy machine printing, local travel, telephone, telecommunications
(faxes), clipping services, local deliveries, routine postage and
other operational out of pocket expenses incurred in the handling
of your account. Reimbursable expenses will be categorized based
on actual charges and billed separately from the agency fee.
c. Other reimbursable expenses:
Other reimbursable expenses including such items as long
distance travel, accommodations, direct mailings, and electronic
research, will be itemized and billed separately based on actual
charges.
Outside supplier costs, such as printing, photography, videotapes,
special equipment rentals and courier services will be billed with the
standard 25.00% surcharge.
3. Billing
PRx will xxxx you on the first of each month for the duration of
this agreement. All invoices are due upon receipt. You agree to make
all payments to PRx Inc., at our offices in San Jose, California.
4. Confidentiality
PRx is under duty not to disseminate or use for its own purposes
either during or after the termination of this agreement any
confidential information imparted by you and is under duty to use
reasonable care to restrict dissemination of such information on a
"need to know" basis. Confidential information in regard to these
contractual obligations shall mean any information imparted to PRx by
you in writing and designated thereon as "confidential" information.
5. Indemnification and Approvals
You will indemnify and hold PRx Inc, its employees, officers and
directors, harmless against any liability, loss, damage, or cost
including attorney's fees, arising out of any claim, suit or proceeding
based on any publicity or materials prepared by PRx after your
approval.
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6. Governing Law and Jurisdiction
This agreement shall be governed by the laws of the state of
California, exclusive jurisdiction of any dispute being Santa Xxxxx
county, California, with the prevailing party being entitled to
attorneys' fees and costs. Any judicially ordered arbitration shall be
binding on both parties.
7. Termination
Either party upon thirty days (30) written notice mailed or
delivered to the other party may terminate this agreement. The rights,
duties and responsibilities of the parties shall continue in full force
during the period of notice.
In the event of termination, PRx will be entitled to full payment
of the monthly retainer amount, all additional hours expended, and for
all reimbursable expenses incurred prior to the expiration of the
thirty (30) day notice period.
8. Governing Law and Jurisdiction.
This agreement shall be governed by the laws of the State of
California, exclusive jurisdiction of any dispute being Santa Xxxxx
County, California, with the prevailing party being entitled to
attorney's fees and costs. Any judicially ordered arbitration shall be
binding on both parties.
9. Entire Agreement.
This agreement contains all the covenants and agreements between
you and PRx Inc. Any modification of this agreement will be effective
only if it is in writing and signed by the party (ies) to be charged.
Cordially yours,
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx
President and CEO President and CEO
Date: February 17, 2000 Date: February 17, 2000
