AGREEMENT BETWEEN
ASSOCIATED GOLF MANAGEMENT, INC.
& THE GOLFER'S ADVANTAGE
THIS AGREEMENT is made this 5th day of March, 1999, by and among
ASSOCIATED GOLF MANAGEMENT, INC. (hereafter referred to as "AGMX") and THE
GOLFER'S ADVANTAGE (hereinafter referred to as "TGA").
WHEREAS, AGMX and TGA desire to form a Business Agreement in the State
of Florida:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto, intending to be bound
hereby, agree as follows:
1. The parties hereby agree to engage in the promotion of TGA
membership and products through AGMX websites.
2. Any property, personal or corporate, purchased by either party
after the date of this agreement shall remain the property of the
purchasing party unless agreed to by the other party in writing.
3. The parties contemplate and understand that AGMX and TGA are
separate and independent corporations. It is the intent of the parties
that AGMX and TGA remain separate and distinct corporations from each
other. As such AGMX and TGA will maintain separate bank accounts for their
respective businesses.
4. Any action taken or statement made by TGA or in representation
of TGA's products shall be solely the decision of TGA, and therefore, TGA
shall be responsible for any grievance negligence action, or any other
action resulting from any work performed by, services provided by,
accounting practices of, or business actions of TGA.
Similarly, any action taken or statement made by AGMX or in
representation of AGMX's services shall be solely the decision of AGMX, and
herefore, AGMX shall be responsible for any grievance, negligence action,
or any other action resulting from any work performed by, services provided
by, accounting practices of, or business actions of AGMX.
5. AGMX shall not hold itself out or make any statements that
would lead any individual, business or entity to believe that the actions
of AGMX are binding upon or lead to any potential liability of TGA.
Similarly, TGA shall not hold itself out or make any statements
that would lead any individual, business or entity to believe that the
actions of TGA are binding upon or lead to any potential liability of AGMX.
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6. Pursuant to this Agreement. TGA shall receive the rights to
use all web-sites and links to AGMX and its affiliates to promote TGA
membership and products. Such web-sites can be found on, but are not not
be limited to: ▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇.; and ▇▇▇▇▇▇▇▇▇.▇▇▇.
7. AGMX and TGA agree to jointly develop, product and market the
products known as "The Wedge System", the "▇▇▇▇▇▇ Short Game Test" and
other future products.
8. TGA shall be solely responsible for warranting all golf-related
products produced by them according to their warranty agreements. TGA
agrees to hold harmless AGMX for any claim against TGA's warranties.
9. AGMX and TGA shall maintain separate accounting for their
individual corporations and there shall be no responsibility of TGA for any
accounting decisions or accounting actions taken by AGMX.
Similarly, there shall be no responsibility of AGMX for any accounting
decisions or accounting actions taken by TGA.
10. TGA agrees to pay AGMX twenty percent (20%); of any gross
revenue generated by TGA membership purchased through AGMX or AGMX
affiliated web-sites. For the purposes of this section, "gross revenues"
shall mean income generated by the sale of memberships to TGA after a two
and a half percent (2-1/2%) processing fee. Gross revenues shall also mean
revenue generated before tax.
11. AGMX agrees to pay TGA twenty percent (20%) of any gross
revenue generated by the purchase of AGMX products by TGA members, TGA non-
members or any other TGA related contact. For the purposes of this
section, "gross revenues" shall mean income generated by the sale of
memberships to TGA after a two and a half percent (2-1/2%) processing fee.
Gross revenues shall also mean revenue generated before tax.
12. If any debts are owed by AGMX either prior to or after the date
of this contract, they shall remain the sole responsibility of AGMX. If
any debts are owed by TGA either prior to or after the date of this
contract, they shall remain the sole responsibility of TGA.
13. This Agreement and Business relationship shall exist commencing
on execution of this Agreement by all parties, and shall continue unless
terminated earlier as hereinafter provided.
14. This Agreement may be terminated at any time by agreement of
the parties, in which event the parties shall proceed with reasonable
promptness to liquidate the profits obtained by virtue of this Agreement.
The assets of the business shall be used and distributed in the following
order: (a) To pay or provide for the payment of all commonly incurred
liabilities and obligations; (b) As income to the parties in accordance
with this Agreement.
15. All controversies arising under or in connection with, or
relating to any alleged breach of, this agreement shall be settled by
arbitration in accordance with the rules then obtaining of the American
Arbitration Association, and judgment upon any aware rendered may
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be entered in any court having jurisdiction. This section can be waived by
consent of both parties in writing.
16. This agreement shall be binding upon and inure to the benefit of
the parties hereto solely. This agreement is not assignable to any other
party unless consented thereto in writing by both parties.
17. This agreement constitutes the entire agreement between the
parties hereto and supersedes all prior agreements, negotiations and
understandings of any nature with respect to the subject matter hereto. No
amendment, waiver or discharge of any of the provisions of this agreement
shall be effective against any party unless that party shall have consented
thereto in writing.
18. This agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, AGMX AND TGA have caused this agreement to be duly
executed the day and year set out below.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 3/5/99
--------------------------------- ------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President Date
Associated Golf Management, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3/5/99
--------------------------------- -----------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
The Golfer's Advantage
