<PAGE> 1
EXHIBIT 10.56
SALES, MARKETING AND BUSINESS
MANAGEMENT CONSULTING CONTRACT
-------------------------------------------------------------------------------
This Agreement is made effective October 1, 2000, by and between Marie Peregrim,
an individual with her principal place of business in Franklin Lakes, New Jersey
("Consultant") and IPVoice.com, Inc., a Nevada corporation with its principal
place of business in Scottsdale, AZ ("IPVC").
WHEREAS, IPVC desires to obtain Sales and Marketing management consulting
services from Consultant throughout Europe (excluding the United Kingdom): and
WHEREAS, Consultant has a background in Sales and Marketing management
consulting and is willing to provide such services to IPVC.
THEREFORE, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Consultant will provide Sales and Marketing
management consulting services to IPVC.
2. PERFORMANCE OF SERVICES. IPVC shall provide overall direction to Consultant,
and Consultant shall determine the manner in which the services are to be
performed and the specific hours to be worked by Consultant. IPVC will rely on
Consultant to work as many hours as are reasonably necessary to fulfill
Consultant's obligations under this agreement. Consultant may employ, at its
discretion and with the prior approval of IPVC, professional and other services
as are reasonably necessary to fulfill its obligation under this agreement, and
no reimbursed for such expenses will be made by IPVoice.
3. PAYMENT. IPVC promptly shall pay consultant restricted common stock to be
registered under an S-8 Filing. Consultant agrees to accept shares instead of
cash as payment for services, expenses and any commission. Stock will represent
at total fee of $273,330 that represents 300,000 shares of common stock at a
price of $0.911 per share. This price per share was determined and agreed to by
determining the average fair market value of IPVoice.com stock for the 30 days
prior to registration date.
4. EXPENSE REIMBURSEMENT. IPVC shall not be responsible for any expenses related
to the services, including professional and other fees, at the time such
expenses are incurred by Consultant.
5. SUPPORT SERVICES. IPVC shall provide support services to Consultant adequate
to permit Consultant to fulfill its obligations under this agreement, including
access to its facilities, officers, employees and pertinent company records.
<PAGE> 2
6. TERM/TERMINATION. Services will be provided at the direction of IPVC for an
indefinite term. Either party on thirty days notice to the other may terminate
this agreement at any time.
7. RELATIONSHIP OF PARTIES. The parties agree that Consultant is an independent
contractor and not an employee with respect to IPVC, and that IPVC has no
obligations resulting from this agreement as would arise if consultant were an
employee of IPVC.
8. DISCLOSURE. Consultant shall disclose any conflict that would impair its
ability to provide the services.
9. EMPLOYEES. The provisions of this agreement shall bind Consultant's employees
who perform services under this agreement. If requested, Consultant will provide
evidence that such persons are Consultant's employees.
10. INJURIES. Consultant acknowledges its obligation to provide insurance
coverage for itself and its employees and that IPVC does not provide workers'
compensation coverage for Consultant or its employees.
11. LIABILITY. Consultant and its employees and agents shall not be liable to
IPVC or to any person or entity who claims any right through IPVC or due to any
relationship with IPVC for any acts or omissions in the provision of services
under this agreement, except those that are determined by a fact finder to have
resulted from gross negligence or willful misconduct. In addition, IPVC agrees
to indemnify and hold harmless Consultant, its employees and agents from all
claims, losses, expenses, and fees, including attorney fees and cost that ever
may arise from such acts or omissions. Damages shall be limited to actual
economic loss and shall not exceed the amount of consulting fees actually paid
to Consultant under this agreement.
12. ASSIGNMENT. Consultant's obligations under this agreement may not be
assigned without IPVC's prior written consent.
13. CONFIDENTIALITY. Any information received by Consultant while providing
services under this agreement concerning the affairs of IPVC that is not
otherwise public will be treated by Consultant in full confidence and will not
be revealed to any other person. Upon request, Consultant will return all
documents in its possession that contain such information.
<PAGE> 3
14. NOTICES. All notices under this agreement shall be in writing and shall be
deemed delivered when delivered in person or deposited in the normal mail,
postage prepaid, addressed as follows:
Barbara S. Will, President and Chief Operating Officer
IPVoice.com, Inc.
7585 East Redfield Road, Suite 202
Scottsdale, AZ 85260
And
Marie Peregrim, Telecom Consultant for Europe
827 Colonial Road
Franklin Lake, NJ 07417
15. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties.
16. AMENDMENT. This agreement may be amended only if in writing and signed by
both parties.
17. SEVERABILITY. If any provision of this agreement is held to be invalid or
unenforceable, the remaining provisions shall continue to be valid and
enforceable, and if the provision can be limited so as to become valid and
enforceable, it shall be deemed to be so limited.
18. NO WAIVER ON CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this agreement shall not be construed as a waiver or limitation of
that party's right subsequently to enforce that or any other provision of this
agreement.
19. APPLICABLE LAW, ARBITRATION AND LIMITATIONS. Arizona law shall govern this
agreement. The parties to any claim or dispute relating to this agreement or the
services provided hereunder shall resolve the dispute first by negotiating the
matter in good faith and, failing that, by binding arbitration in Phoenix,
Arizona, by the American Arbitration Association under its Commercial
Arbitration Rules. Judgment upon an arbitration award may be entered in any
court having jurisdiction thereof. The party submitting a claim or dispute to
arbitration shall advance the arbitration fees. The losing party shall pay the
costs of arbitration, and shall reimburse the advancing party. Submissions to
arbitration must occur within one year of the act or omission that gave rise to
the claim or dispute, or the matter shall be barred.
IPVoice.com, Inc. Consultant
By: /s/ Barbara S. Will By: /s/ Marie Peregrim
------------------------------------ -------------------------------
Barbara S. Will, President and Chief Marie Peregrim, Consultant
Operating Officer
