Exhibit 10.14
Ariamedia
LETTER OF INTENT
December 15, 2005
DataCall Technologies Corporation
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
This letter is to confirm that you wish to retain Ariamedia Corporation to
provide creative services (the "Projected Work") in accordance with and subject
to the terms and conditions hereinafter set out. The Parties agree to execute a
formal contract (the "Contract") to memorialize the terms herein.
NATURE OF SERVICES PROVIDED
Ariamedia Corporation agrees to the following:
1. To fulfill this agreement, Ariamedia will hire an additional
creative professional to join its creative department. This employee
will be primarily tasked with fulfilling the Projected Work, but will
also perform duties unrelated to ▇▇▇▇▇▇▇▇'s account. Ariamedia, in its
sole discretion, may (a) allocate the additional person's time to the
Projected Work or other projects and (b) may substitute other
Ariamedia employees for aspects of the Projected Work.
2. Ariamedia will provide up to 160 hours per month of services for
the Projected Work as requested by DataCall.
3. Ariamedia will provide creative services. Creative services will
include print graphic design, web graphic design, interactive and
animation including Flash technology and related creative mediums. It
will not include any programming or development services as detailed
in Paragraph 8 below.
TERMS OF THIS AGREEMENT
1. The Contract is for one year, starting from a date to be
specified in the Contract. The parties' desire is to start the
Projected Work as soon as possible.
2. The Contract may be terminated at the end of twelve months, by
notice given by either party to the other no later than 30 days prior
to the end of the period. If no notice is given, it will automatically
renew annually. After the initial twelve month period, either party
may terminate at any time upon 90 days' written notice to the other
party.
3. The amount payable annually for the Projected Work will be
$130,000, to be paid in monthly increments of $10,833.33. Monthly
payments will be due in advance, and shall be paid by DataCall within
ten days of invoice date. Further to "Nature of Services" paragraph 2
above, should projected work exceed 160 hours within a calendar month,
Ariamedia will bill hours over 160 hours at our current full standard
rates.
4. A $25,000 deposit will be required upon execution of the
Contract. This sum will be applied against the initial monthly payment
requirements and no amount will be due from DataCall until the $25,000
has been expended on the monthly payments.
5. DataCall will pay Ariamedia a $25,000 bonus when DataCall's gross
sales, reach $1,000,000. At its requests, Ariamedia shall be entitled
to receive financial information sufficient for it to determine gross
sales, until the $1 million threshold has been reached.
6. As an incentive for performance, DataCall will issue 150,000 of
common, class A DataCall stock to ▇▇▇▇ ▇▇▇▇▇▇▇▇ prior to the inception
of the Contract.
7. At the time the Contract is executed, DataCall will transfer
ownership of a Plasma/LCD or comparable flat-panel television to
Ariamedia to allow for Ariamedia to operate software which will
visually demonstrate the creative services in use, and for any other
use by Ariamedia, during and after the term of the Contract between
the Parties.
8. Development / Programming services including software
development, programming of the DataCall InfoLynk software and
database development will NOT be included under this contract.
The parties acknowledge acceptance of this letter of intent and the terms and
services set forth by joint signature below.
Ariamedia DataCall Technology
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇
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Signature Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇, President and CEO ▇▇▇ ▇▇▇▇▇▇ CEO
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Printed Name & Title Printed Name & Title
2/1/06
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Date Date
