INTERNET WEB SITE
DEVELOPMENT AGREEMENT
THIS AGREEMENT made and entered into on this _____day of _______, ____ by and
between 1st Net Technologies, Inc., a Colorado corporation, having offices at
11423 West Bernardo Court, San Diego, California 92127 (hereafter referred to
as 1st NET) and _________________________________, having offices at _______
____________________________________________ (hereafter referred to as "___").
WITNESSETH:
WHEREAS, 1st NET is a business specializing in the building and marketing
of "Corporate Due Diligence Web Sites" and the dissemination of information
for publicly traded companies on the Internet; and
WHEREAS, 1st NET desires to enter into an agreement as an independent
contractor/consultant whereby 1st NET will provide marketing and database
management services for ___; and
WHEREAS, ___ is a public company that is, at this time, trading its
common stock on the OTC Bulletin Board and without however, being an employee;
and
WHEREAS, the parties hereto desire to enter an agreement which will
define their rights and responsibilities toward each other.
NOW THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the parties hereto agree as follows:
1. By mutual consent of both 1st NET and ___, this Agreement shall
supersede, and replace the Agreement signed and executed by 1st Net and
___ in an Agreement dated _________________.
2. 1st NET shall at all times act as an independent contractor/consultant in
the transaction of its business and shall conduct its activities in
accordance with the rules and regulations of the Securities and Exchange
Commission, and the long standing recognized practices of the industry.
Nothing contained in this Agreement shall be construed to create the
relationship of employer and employee between ___ and 1st NET.
This Agreement shall commence on the date hereof and will terminate on
the earliest of the following: Twelve (12) Months from the date of this
Agreement. Cause shall be determined solely by the following:
a. Upon termination for cause by ___ upon ten (10) days written notice
thereof;
b. Material breach of duties by 1st NET of this Agreement;
c. Dishonesty related to independent contractor status with ___;
d. Violation of any rule or regulation of any regulatory agency;
e. Any other neglect, act or omission detrimental to the conduct of
___;
f. Failure to pay as described in section __;
g. Upon termination for cause by 1st NET upon ten (10) days written
notice. Cause shall be determined solely by the following:
h. Dishonesty related to material facts regarding the development of
the company's projects;
i. Violation of any rule or regulation of any regulatory agency; or
j. Any other neglect, act or omission detrimental to the conduct of 1st
NET.
3. 1st NET will perform the services as outlined in Exhibit A & B
incorporated herein. 1st NET will disseminate, through the use of the
Internet, the contents of the information package and any research
reports produced by ___ in order to attract potential investors, the
investment community, as well as communication with existing
shareholders.
Exhibit A:
The focus and purpose of 1st Net's Internet Financial Relations
Services is to create an effective presence on the Internet for
publicly traded companies. Through a structured program, designed
to be all encompassing for the investment community, 1st NET and its
clients can accomplish this goal. There are four main areas on which
we focus:
1. The dissemination and presentation of all pertinent corporate
information to current and prospective shareholders and the
investment community at large via the World Wide Web.
2. The comprehensive marketing of the sites content in an effective
method for a period of Twelve (12) months.
3. The development and maintenance of a structured, users database.
4. Ongoing Development and continuous upgrading and maintenance of the
Corporate Due Diligence web site.
5. As part of the services performed, 1st NET agrees that it shall
subcontract, through its wholly owned subsidiary SSP Management
Corp., the services whereby ___ will be featured in SSP
Management's proprietary Internet Stock Newsletter,
www.superstockpick.com.
EXHIBIT B:
The focus and purpose of 1st NET's Internet Marketing Services is to
create an effective presence on the Internet for company's products and
services.
Phase ONE: Initial Site Launch Marketing
1. Announcing web site with Internet search engines and directories.
2. Target E-Mail extraction and dissemination.
3. Business Wire targeted press releases.
4. Newsgroup awareness program.
5. Research and purchase of keyword banner and placements.
6. Ongoing traffic analysis and optimization.
7. During the course of the term of this Agreement, 1st NET agrees to
provide one (1) multi media "due diligence" presentation through
its proprietary Financial Web Cast, to be scheduled by mutual
agreement of both parties. Both parties further agree that 1st NET
shall provide the technology required to perform the Financial Web
Cast, and ___ shall incur the cost and preparation of providing the
content to be broadcast.
8. Ten Internet Web Trends reports will be provided to ___, updated
and available on a daily basis for a period of one year.
4. 1st NET shall be responsible for the payment of all expenses and taxes or
other liabilities, which 1st NET incurs due to the receipt of any
compensation as a result of this Agreement.
5. 1st NET shall be free to exercise its own judgment as to the time, place
and manner of its actual marketing activities related to this Agreement.
___ acknowledges that 1st NET is engaged in other business activities and
that it will continue such activities during the term of this Agreement.
1st NET shall not be restricted from engaging in other business
activities during the term of this Agreement. However, 1st NET shall be
responsible for providing monthly updates and all material change reports
to its proprietary databases.
6. Neither during the terms of this Agreement nor thereafter shall 1st NET
use any information acquired by them in a manner adverse to the interests
of ___ or do any act to damage the goodwill of ___. 1st NET shall supply
to ___ upon request all sources of information and shall not make any
untrue statements or misrepresentations, nor fail to state any material
fact to ___. 1st NET shall indemnify and hold ___ harmless from the
claim of any client or company due to any allegation of fraud or
misrepresentation from any and all damages related thereto. This
provision shall survive the termination of this Agreement.
7. 1st NET understands and agrees that in performance of its duties
hereunder they will have certain confidential and proprietary information
("Information") concerning ___, some of which are confidential,
proprietary and may be trade secrets of ___. 1st NET agrees to hold all
of such information within its own organization and shall not, without
the prior written consent of an authorized officer of ___ utilize,
communicate, or otherwise disclose said information, or any part thereof,
to any third party in any manner.
(Payment provisions)
8. In the event that any claim, lawsuit or controversy arises or is brought
against ___ or 1st NET as a result of any action or inaction of 1st NET
or ___, the expenses incurred, including reasonable attorneys' fees shall
be borne by the losing party.
9. This agreement shall supersede all former agreements, which may have
existed between the parties hereto, whether oral or written. Neither
party may assign this contract nor any payment nor benefits to which the
parties may become entitled, without prior written consent.
10. This Agreement shall be deemed an _______, ______ contract and governed
by the laws thereof. Any provision of this Agreement prohibited by the
laws of any state/province shall, as to such state/province, be
ineffectual only to the extent of such prohibition and shall not
invalidate the remaining provisions of this Agreement.
11. Any controversy or claim arising out of or relating to this contract, or
the breach thereof, shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.
IN WITNESS HEREOF, the parties have executed this document as of ____________,
____.
BY: Date: ________________________
_____________________________
BY:
_____________________________ Date:
________________________
