EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 19th day of February, 2000, is entered into by
and between E*XXXXXXXX.XXX ("Client"), with the mailing address of 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxx X. Xxxxxxxxxxx ("Consultant"), with
the mailing address of 00 Xxxxxx Xxxxxx, Xxxxxx XX0.
1. SERVICES. Client desires, and Consultant is willing to provide services for
E*XxxXxxxx.xxx, of the nature and type requested by Client in the areas of
Consultant's practice and expertise, during the term described below (the
"Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of
this Agreement. Consultant shall include providing general and specialized
consulting within the information technology sector, and more particularily
the introduction and implementation of certain business opportunities
within the intelligent and smart card industries pursuant to a written
agreement on file at the office of E*xxxXxxxx.xxx.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant
and Client is solely one of independent contractor. Consultant is entitled
to perform the Services required herein through the use of his own
personnel. Nothing herein shall be construed or interpreted to deem the
relationship between Client and Consultant to be an employer/employee
relationship. Consultant shall be responsible for all contract obligations
he may have with his personnel with any fringe benefits to which they may
be entitled by reason of being personnel of Consultant. Consultant shall
also be responsible for withholding payroll taxes from the wages and
salaries paid to his personnel and the payment of all payroll taxes
relating to their employment to government agencies and shall provide
xxxxxxx'x compensation insurance, unemployment insurance and any other
insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Nine Hundredand Thousand (900,000) shares of
the common stock of Client, which shall be issued to Consultant as soon as
practical following execution hereof, free and clear of all liens,
encumbrances and restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the securities & Exchange Commission, registering all shares
payable hereunder to Consultant. Said filling shall occur as soon as
practical after the shares have been issued to Consultant, and Consultant
agrees to cooperate in full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations
hereunder if such performance is prevented, hindered, or delayed by reason
of any cause beyond the reasonable control of the other party, including,
without limitation, any labor dispute, personal illness or injury, act of
God, or regulation or order of any government authority. If performance is
not possible for thirty (30) consecutive days, either party can terminate
and the verifiable fees and costs owed Consultant by Client shall become a
lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant
to the terms of this Agreement until completed. This Agreement may be
terminated by either party in the event of the refusal or inability of the
other party to perform hereunder as provided in Section 5, or in the event
of the breach of any obligation under this Agreement by the other party.
Such termination upon breach shall be made by written notice to the other
party and shall become effective ten (10) days after delivery of such
notice, provided the defaulting party has not cured any such default to the
satisfaction of the other party within said ten (10) day period.
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7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications equired or permitted to be given hereunder shall be in
writing and shall be deemed to have been given on the date delivery is
acknowledged, and shall be made only by recognized courier service, or by
U.S. Mail, registered or certified, postage, prepaid, return receipt
requested, to the address of each party set forth in the heading of the
agreement, or to such other address as either party may substitute by
written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and heir respective heirs, legal representatives, successors
or assigns. Neither party shall assign its obligations hereunder without
the express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used tconstrue any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative
of each party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT: CONSULTANT:
E* XXXXXXXX.XXX XXX X. XXXXXXXXXXX
By: /s/ Xxxxxx Xxxxxxxxx
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Its: President
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