EXHIBIT 10.9
LETTER OF AGREEMENT
BETWEEN
BIOQUEST INTERNATIONAL, INC
AND
ALEXANDER CREATIVE CONSULTING, INC.
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LETTER OF AGREEMENT
This document shall serve as a LETTER OF AGREEMENT between ALEXANDER
CREATIVE CONSULTING, INC., a Florida corporation with it's principal office at
1200 9TH Avenue N., Naples, FL 34102, (herein referred to as ACC) and BIOQUEST
International, Inc. a Virginia corporation with it's principal office at 11217
Silverleaf Drive, Fairfax Station, VA 22039, (herein referred to as BQI).
I. PURPOSE
Upon signature of this Letter of Agreement, BioQuest International retains
Alexander Creative Consulting as "Marketing Management Consultant" for BQI
for the duration of this Letter of Agreement. As "Marketing Management
Consultant" ACC shall function under the terms of this Agreement and be
authorized to provide marketing communications planning, coordination and
other assistance as required by BQI.
II. PERFORMANCE
ACC shall perform all such services in a professional manner, using due
diligence, best efforts and commercially reasonable judgment in order to
deliver the highest quality possible.
III. COOPERATION
BQI agrees to furnish ACC with accurate data on a timely basis, as
reasonably requested by ACC to perform such services. BQI shall designate
"contact persons" to whom ACC's communications shall be primarily
channeled.
IV. COMPENSATION
BQI shall compensate ACC for services rendered, according to the following:
A. Creative & Administrative Labor Costs
1. BQI will contract ACC services with an initial monthly retainer
fee of $1,200.00. (Based on estimate of 10 hrs. per week / 40
hrs. per month at the rate of $30.00 per hr.).
2. BQI will also reimburse ACC for any and all direct costs
necessary to perform services within a given budget or as
pre-authorized by BQI. [i.e....hardware, software, travel,
lodging, entertainment, etc...]. ACC will forward all original
expense receipts to BQI within 30 days of the transaction and BQI
will forward repayment within 30 days of receipt.
Under this agreement, all ACC-produced plans and other ACC
produced property and materials shall be the property of BQI upon
payment by BQI.
B. Right of Audit
ACC shall keep complete and proper records substantiating all
services rendered to and on behalf of BQI.
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BQI shall have access during normal working hours to records,
books, correspondence, receipts, memoranda, and other records of
ACC concerning any services rendered to and on behalf of BQI.
V. CONFIDENTIALITY
ACC, Inc. agrees to abide to non-disclosure on information regarding BQI,
Inc.
VI. AGENCY CONFLICTS
ACC shall not contract or perform services for any person, firm or other
entity which competes directly or indirectly with BQI, and its subsidiaries
without prior written consent of BQI.
VII. TERM
This AGREEMENT shall commence on August 1, 2000 and continue until either
party cancels it by giving 60-days advance written notification, by
certified mail, return receipt requested.
VIII. INDEMNITY
Each party shall hold the other harmless in and from all claims,
liabilities, and detriments not arising from such party's actual negligence
or malfeasance.
IX. MISCELLANEOUS
This AGREEMENT establishes strictly an independent contractor relationship
between the parties, and employees of ACC shall not be considered employees
of BQI. This AGREEMENT contains the entire agreement of the parties with
respect to the matters set forth herein, and may not be modified except by
writing signed by both parties. This AGREEMENT shall be governed by the
laws of the State of Florida, and the laws of the United States where
applicable. This AGREEMENT may not be assigned in whole or part, by any
party without the prior written consent of the other party. This AGREEMENT
is binding upon the successors and assigns of the parties.
The terms of this Agreement shall remain confidential between the BioQuest
International, Inc. and Alexander Creative Consulting, Inc.
X. EXECUTION
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of
the day and year first above written.
PETER J. EWENS KEVIN ALEXANDER
Chief Executive Officer President
BioQuest International, Inc. Alexander Creative Consulting, Inc.
By: /s/ Peter J. Ewens By: /s/ Kevin Alexander
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Date: August 1, 2000 Date: August 1, 2000
