SERVICES AGREEMENT
THIS AGREEMENT effective as of the ____ day of ___________, 2000 by and between:
EL MORO FINANCE LTD., a company incorporated under the laws of the British
Virgin Islands, with a registered address at Pasea Estate, Road Town, Torotola,
B.V.I., ("El Moro"); and
CYBEROAD.COM CORPORATION, a company incorporated under the laws of the State of
Florida, with its head office at Oficentro Sabana Sur, Edificio 7, 5 Piso, San
Jose, Costa Rica, ("Cyberoad")
NATURE OF AGREEMENT
WHEREAS
A. El Moro has expressed a desire to provide to Cyberoad services
described herein, and including but not limited to software development
and marketing, web development, network systems administration, human
resources administration, consulting, operation and management
services.
B.
C. Cyberoad, a technology, software development and internet gaming
company, has expressed a desire to retain El Moro for the purposes of
providing certain services described herein, and including but not
limited to software development and marketing, web development, network
systems administration, human resources administration, consulting,
operation and management services.
NOW THEREFORE this Agreement witnesses that in consideration of the mutual
terms, covenants and provisions herein contained, the parties hereto agree as
follows:
1. SERVICES
Subject to the terms, convenants and provisions contained herein, El
Moro hereby agrees to provide to Cyberoad, and to its subsidiaries, in
whole or in part, joint venture partners, merchants and clients, as
Cyberoad so shall request in writing, from time to time, those services
specified above and described more fully in Schedule "A" attached
hereto, (the "Services").
2. FEES & PAYMENT TERMS
The service fees and payment terms shall be those outlined, but not
limited to, those in Schedule "B" attached hereto. These fees are
subject to being adjusted throughout the normal course of business, and
El Moro agrees herein that Cyberoad and its clients will always receive
the lowest preferred rate offered.
<PAGE>
3. TERMS OF AGREEMENT
A) This Agreement is effective as of the date first written
above, for a period of 1 year, unless earlier terminated in
accordance with the terms of this Agreement.
B) This Agreement shall be automatically renewed for successive
renewal periods of one year each, on each anniversary of the
effective date of this Agreement. The terms of this Agreement
shall remain in full force and effect as long as it is renewed
annually. All provisions of this Agreement shall apply both
for the initial one-year term of this Agreement and for all
subsequent extensions.
C) Both parties hereto may terminate this Agreement after
providing 30 days written notice or for breach of any of the
terms contained herein.
4. GENERAL
A) Independent Contractor. It is expressly agreed that El Moro is
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acting as an independent contractor in performing its services
hereunder. No act of the parties hereto shall be construed as
creating or establishing a partnership, joint venture or
association of any type between them. Neither party hereto, not
their respective directors, officers, employees, consultants or
agents shall hold themselves out as such of the other party.
B) Entire Agreement. Except as specifically provided for herein, this
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Agreement contains the entire and only Agreement and understanding
between the parties, relating to this specific subject matter, and
supercedes all proposals, written or oral, and all other
communications between the parties hereto. This Agreement may not
be modified except in writing, signed by both parties hereto.
C) Notice. Any notice required herein shall be deemed to have been
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properly given 48 hours after being sent to the address of record
for the other party, by fax, email, mail or commercial courier
service. The addresses for such notice shall be:
El Moro Finance Ltd.
Pasea Estate, Road Town
Torotola, B.V.I.
Cyberoad.com Corporation
Oficentro Sabana Sur
Edificio 7, 5 Piso
San Jose, Costa Rica
D) Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Florida, U.S.A.
<PAGE>
E) Enurement. This Agreement shall be binding upon and enure to the
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benefit of the parties hereto and their respective successors and
assigns.
F) Assigns. This Agreement is not assignable by either party, without
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the written consent of the other party, which consent shall not be
unreasonably withheld.
G) Survivability. In the event that any provision of this Agreement
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proves to be invalid, void or illegal, that provision shall be
deemed to be severed from this Agreement, and shall in no way
affect, impair or invalidate any other provision or the Agreement
as a whole. All other provisions contained herein will remain in
full force and effect.
EXECUTION IN COUNTERPART
This instrument may be signed in counterpart, in as many counterparts as may be
necessary. Each of which shall bear the date first written above and each of
which shall be deemed to be an original, forming one and the same instrument.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be executed
personally or by their duly authorized officers as of the day and year first
written above.
EL MORO FINANCE LTD. CYBEROAD.COM CORPORATION
/s/ Kay-Linda Richardson /s/ John Coffey
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Kay-Linda Richardson, John Coffey,
Director President
/s/ Annetta Penn
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Annetta Penn
Director
<PAGE>
SCHEDULE "A"
The services described herein, include but are not limited to the
following:
office space
human resources services
staff and administration
furniture, fixtures, supplies and equipment
software development services
marketing services
website development services
network systems administration
data processing services
office cleaning
office security
telecommunication services
bandwith services
cable services
management and consulting services
<PAGE>
SCHEDULE "B"
Fees for services described herein, include but are not limited to cost plus 10%
U.S. dollars, and are due and payable from time to time at El Moro's discretion
upon 30 days written notice or annually, upon Cyberoad's year end reconciliation
and accounting.
