Sample Business Contracts

Executive Consulting Agreement - YP.Net Inc. and Advertising Management & Consulting Services Inc.

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     This  Agreement  made effective as of, September 20th, 2002, by and between
YP.Net,  Inc.  of  4840  East  Jasmine  Street,  suite  105, Mesa, Arizona 85205
("YPNT"),  as  the  party  to  receive  services  and  Advertising  Management &
Consulting  Services,  Inc.  of 4840 E. Jasmine Street, suite 110, Arizona 85205
("Company")  as  the  party  who  shall  be  providing  the  services.

     WHEREAS Company has a background in Business Management, Business Creation,
New Product Development, Local Exchange Carrier Billing (LEC Billing), Marketing
and  Sales,  Print Advertising Design is willing to provide services to YPNT and
YPNT  desires  to  have  the  services  provided  by  Company  and;

     WHEREAS Company has provided different levels of service to YPNT since June
1999  and  its  predecessor before the merger Telco Billing since 1997 including
that  of  Manager,  Director, Director of Operations, Vice President , Marketing
and  as  part  of  the  Management Team of YPNT, YPNT has survived and prospered
during  difficult  times and YPNT separately acknowledges those accomplishments,

     WHEREAS  YPNT  faces  additional challenges caused in part by activities of
the  former  Chief  Financial  Officer. Such as; The Business Software Alliance,
failure  to  file  tax  returns when due, EEOC complaints as well as the need to
continue  YPNT's  profitable  successes  and  the  need  to alert the Investment
Community  to  these  succeses  it is now apparent between the parties that YPNT
needs  to  secure the services of Company for a longer term In whatever capacity
or  titles  the  Company  is  willing  to  provide  those  services;

     THEREFORE  it  is  agreed  that  this  contract  shall  superceed all prior
agreements  between  the  parties  and shall become effective on the date signed
below  which  will  have  culminated  by  the recommendation of the Compensation
Committee  of  YPNT.  It  is  further  agreed  by  the  parties  that;

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  1 of 10

1.    Description  of  Services.  Company  will  continue  to make available its
      current services as well as the new ones listed below;

          a.   The services of a Director ("Secretary"), initially in the person
               of  Gregory  Crane
          b.   The  services  of a Vice President, Marketing ("Vice President"),
               initially  in  the  person  of  Gregory  Crane
          c.   The  services Business and Marketing Development person to assist
               the  person  in  number  1b  above.
          d.   In  the event that YPNT determines that another individual should
               serve  in one or more of those positions it is fully a liberty to
               do so at its own cost. It is clearly understood that the services
               the  Company  provides  herein are valuable to YPNT no matter the
               titles the employees of Company are asked to take while providing
               the  services  to YPNT. In the case where another is named to any
               of the titles herein above that Company would continue to provide
               consulting services on an as needed basis in order to fulfill its
               obligations  hereunder.
          e.   The  employees  herein  shall  be employees of Company and not of
               YPNT  but  shall  be  able to hold themselves out as Employees of
               YPNT  by the use of their respective titles, and in the course of
               their  duties  with  respect  to  the  signing of contracts, etc.
          f.   The  Company  duties  shall  be  to  try  maintain or improve our
               current  response  rates  on  our direct mail marketing piece(s),
               look  for,  create  and  implement  other strategies to build our
               customer  base,  find  other products we can sell to our existing
               and  new  customers,  find  profitable  ways  to  market  for new
               customers.  Find  ways  to  decrease  dilution  of  our  existing
               customer  base.  Company  employees shall work with and supervise
               YPNT  staff to achieve these goals. All expenses for equipment or
               additional  employees  or  staff  shall  be  borne  by  YPNT.
          g.   This  is not an employment contract of Gregory Crane or any other
               employee  of  Company  and  the money paid under this contract is
               payable  to  Company and is earned by the Company not by Crane or
               any  of  the  other employees of Company, who merely work for the
          h.   Maintain  and  design with the help of YPNT staff and Consultants
               all  direct  mail  pieces.
          i.   Interact  with  shareholders,  lenders,  board  members,  and the
               investment  community  at  large.
          j.   Help  write  and approve all public communications of the company
               to  enhance  the  Company's  corporate  image  and  Brand.

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  2 of 10

          k.   Such  other  tasks as the Board of YPNT may reasonably require of
               Company  or  its  employees.

2.    Performance  of  Services.  Company  shall  determine  the manner in which
      Services  are  to  be  performed  and  the  specific hours to be worked by
      Company  or  its  employees.  YPNT  will rely upon Company to work as many
      hours  as  may be reasonably needed to fulfill Company's obligations under
      this  Agreement.  YPNT  specifically  acknowledges  that Company has other
      clients  and  that  each  of the Company's employees will work on projects
      both  related  to  and  unrelated  to  YPNT.

3.    Payment.  YPNT  shall  pay  fees  and  other  compensation  to Company for
      Services under this contract according to the following schedule;

          a.   Monthly  fees  of  $32,000.00  per  month  in year one with a 10%
               increase  in  each  succeeding  year,  This  fee shall be payable
               monthly,  no later than the first day of each month preceding the
               period  during  which  the Services are to be performed. Services
               are deemed earned at the moment they are due. Company will not be
               required  to  send  an  invoice  for  services.
          b.   Company  shall  also be paid for attending Board Meetings with at
               least  one individual. Company shall be paid $2000.00 per day for
               each board meeting or $2,000.00 per quarter whichever is greater,
               no  matter  how  many  of Company's employees attend. This amount
               shall  be raised if a majority of board members whether inside or
               outside  board members receive a larger amount. Company shall not
               be  paid  for  Board  committee  work.
          c.   Company  shall also be provided with a 2 Cell Phone allowance for
               its  employees  performing  services  for  YPNT.
          d.   Company  can  allocate  this  monthly  payment  in  any manner it
               instructs YPNT to pay it and to whomever it so designates. It may
               be  used  to pay for automobiles in YPNT's name, medical expenses
               or  insurance,  mobile  phone, etc. so long as the aggregate does
               not  exceed  the  amounts  above.
          e.   Employee(s)  of  Company  shall  be  offered participation in any
               stock option plan approved by the Board of Directors of YPNT that
               are offered to other executives and employees, whether key or not
               during  the  term  of  this  agreement.  Any options and or stock
               obtained  pursuant  to this plan shall also be held as collateral
               under  the  terms  of  the  line  of  credit  above.

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 3 of 10

4.    Expense  Reimbursement.  Company  shall  be entitled to reimbursement from
      YPNT for all "out of pocket" expenses. Examples of some but not all of the
      reimbursable  expenses  are;  gasoline,  travel, hotels, insurance, flight
      insurance,  meals, entertainment for business In addition, Company and its
      employees  providing  services  to  YPNT  shall be provided with credit or
      debit  cards  so  that  they  pay  for  expenses incurred while performing
      services  for  YPNT  as they occur. Company shall be authorized to approve
      any  and  all expenses on YPNT's card without liability to the Company. If
      Company  or employee or principal of Company is the primary signer for the
      Credit  Card  provided  to  Company or anyone else for the benefit of YPNT
      than Company shall hereby be indemnified for any and all expenses incurred
      on  said  card or cards by YPNT or other employees of YPNT who may also be
      allowed  to  use  the  card(s).

5.    Stock  Compensation. In order to more clearly align the efforts of Company
      with  the  Shareholders of YPNT and to reward the Company for its superior
      past  performance  on behalf of YPNT's shareholders the Board of Directors
      of  YPNT deems it prudent to award 1 million shares of its Common stock to
      Company.  That  Stock is currently valued (as traded on the OTC Electronic
      Bulletin  Board on Friday June 21st, 2002) at 6 cents per share. According
      to  Generally  Accepted  Accounting  Principles and as required by the SEC
      this  compensation  would  be accounted for at 90% of that value or at the
      current amount required under the rules. YPNT further acknowledges that it
      will  pay  any Federal or State Incomes taxes that the Company may have to
      pay  on  this  stock award as they may come due to the Company. This stock
      shall  be so encumbered as part of the flex compensation below and as part
      of the customer acquisition requirement. If YPNT's customer count does not
      exceed  177,000  customers  within 12 months from October 1, 2002 than the
      stock  if  forfit  in  prorata  share based on the customer count actually
      obtained.  The  base  amount for calculations is 100,000 customers, so the
      company  would  have to achieve an increase of 77,000 additional customers
      during the period. For example; if there were 160,000 customers this could
      amount  to  60,000  additional  customers. your would that would be 78% of
      Goal.  So  22%  of  the  stock  would  be  forfit  back  to  YPNT.

6.    Guarantee of YPNT obligations.  As an accommodation to YPNT the Company or
      any of its employees may elect to provide personal or corporate guarantees
      for  any  indebtedness  incurred  by  YPNT.  If  they so chose to do so by
      signing  below  YPNT  hereby indemnifies those Employees of the Company or
      the Company itself for any loss, claim, or damages suffered by the Company
      or  its  employees  by  way  of  this  guarantee(s).

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 4 of 10

7.    Signing of Documents.  As a further accommodation to YPNT the employees of
      the  Company  agree  to  execute  documents,  SEC  Filings,  and  or to be
      authorized  signers  on  YPNT's  Bank  or Financial Accounts as needed. By
      signing  below  YPNT  hereby  agrees  to  indemnify  the  Company  and its
      Employees or Agents for any actions they may take on behalf of YPNT or any
      damages  they  may  sustain  for  this  accommodation.

8.    Bonus  for  previous  year's achievements.  By prior order of the Board of
      Directors and as a condition of executing this contract a bonus was awared
      to  Company  for  its  services in the amount of $35,000.00. Said bonus is
      payable  on  October  1,  2002  an  for  both parties shall be expensed or
      indicated  as income in the period beginning October 1, 2002. Further YPNT
      shall  bonus  to Company any Federal and/or State Income taxes that may be
      due  by the Company for this bonus when Company files it's 2002 income tax

9.    Flex  Compensation.  YPNT  shall  make available to the Company additional
      income, which shall be called "Flex-Compensation". The maximum amount that
      can  be  immediately  drawn  upon  shall  be $50,000.00 (as a base in each
      fiscal  year),  except as modified below. However that base shall increase
      by  10%  on  each  12-month anniversary thereafter during the term of this

      This Flex Compensation is a part and parcel of the Compensation to be paid
      to  the  Company  by  YPNT.  However  as part of the mutual accommodations
      between  the parties Company agrees not to take all of the Compensation at
      one  time  but  that in any event the Company is the final arbiter of when
      and  if  YPNT  is capable of paying the bonus at that time, except that at
      all  times YPNT shall have sufficient cash on hand or anticipated to cover
      its  next  30  days of operating expenses exclusive of marketing expenses.

      Since  it  is assumed that the entire amount shall be taken in each fiscal
      year  so  for  accounting  purposes  the  Accountants  shall  accrue as an
      expense,  in the case of YPNT and as income, in the case of Company 1/12th
      of  the  total  amount available on a monthly basis or the amount actually
      taken;  whichever  is  greater.

      YPNT is making this Flex Compensation available to the Company as a way to
      induce  the Company to continue to perform services for the entire term of
      the  contract.  To  insure  that  the  Company  does  not  take  the  Flex

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 5 of 10

      Compensation  at  the  beginning  of  the term and then resign the Company
      hereby  grants  to  YPNT  a  first position lien right on all of the stock
      granted  by  the YPNT to either the Company or Gregory CraneIf the Company
      takes  the  Flex  Compensation,  and  resigns  it has the choice of either
      returning  the unused flex compensation for that fiscal year and retaining
      the  stock  or  returning  the stock to the company. The Company and Crane
      would  not  be  allowed  to  sell,  assign  or further transfer this stock
      without  the  permission  of  the  YPNT,  which  permission  shall  not be
      unreasonable  withheld.  However,  because of the valuable nature of these
      Services  YPNT  would  be  obligated  to take title of these shares in the
      event  of  a valid enforceable lien or judgment against Company that would
      encumber  these shares and by signing below Company warrants that it would
      not  interfere.

      By  signing  below  the  Company and Crane agree that a Security Agreement
      will  be  created  to  evidence  this  lien.

10.   Support  Services.  YPNT  will  provide the following support services for
      the  benefit  of  Company;  office  space  (2  offices, with the furniture
      currently  inside)  and  office supplies, 2 telephones, two computers, and
      personnel  to  answer  one  Company  telephone  number.  In  the  event of
      termination  of  this  agreement  than  YPNT  will if requested by Company
      assign  the  lease  for  the offices to the Company. Said monthly lease if
      assigned can-not exceed $350.00 per month till the end of the term of this
      agreement.  Any  amount  above  $350.00  per  month  would  still  by  the
      responsibility  of  YPNT.  The  computer  and  general  office  equipment,
      excluding  phones would be turned over to Company by the payment within 45
      days  of cancellation in the amount of $2,000.00 in year one, $1,000.00 in
      years  two  through  5.

11.   Termination.  This  agreement  shall  continue  until  September  30, 2007
      whereupon  it  shall automatically renew for another similar period unless
      either  party  notifies the other of its intent not to renew 30 days prior
      to  the  renewal  date  at  the  address  provided for herein for notices.

      Company  may  terminate this agreement at anytime by providing YPNT with a
      30-day  termination  notice,  with  no  penalty  to  either  party.

      In  the  Event  of  a  termination  by  YPNT  for  malfeasance,  theft  or
      embezzlement in regards to YPNT and while Company is providing services to
      YPNT  and  where  such  malfeasance,  theft or embezzlement is proven in a
      competent  court  of  law  to have directly damaged YPNT than all Stock of
      YPNT  received  by  the  Company,  then in Company's possession or control
      shall  be  surrendered  to  YPNT

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 6 of 10

      In  the  Event  of a termination by YPNT for any reason other those listed
      above  than Company shall be entitled to a termination fee equal to the 30
      %  of  the balance of the contract but in any case not less than 12 months
      fees  plus  the  release  of  the stock collateral given in number 8 above
      regarding  the  flex  compensation.

12.   Due  on  Sale  Clause.  In  the event that there is a change in control of
      YPNT as defined by the United States Securities and Exchange Commission or
      the  Internal  Revenue Services of the United Stares of YPNT of the entire
      company  now  know as YPNT, Telco Billing or the majority ot YPNT's assets
      are  sold, (excluding a factoring arrangement which is defined herein as a
      financing agreement) than 30% of the balance of this contract or 12 months
      worth of fees, whichever is greater becomes immediately due and payable by
      YPNT  to  Company.  Further  that  all  debts  by Company to YPNT would be
      forgiven  and  any  liability  by YPNT to Company for any tax payments due
      Company  for  previous  grants  hereunder  are  also  due.

13.   New  Products.  All  new  products  designed  to  be  sold  to Yellow Page
      customers  of  YPNT  will  be  the property of YPNT. Products designed for
      Company  for  other clients shall be the property of the other clients, no
      matter  if  Company Employees who also perform services for YPNT worked on
      the  project.  However,  for  any  products designed by Company, not for a
      client  or  for  YPNT than YPNT shall be given a first right of refusal to
      purchase  that  that  product  from  Company.

14.   Relationship  of  the  Parties.  It  is  understood  that  Company  is  an
      independent  contractor with respect to YPNT and that it will be providing
      services of similar kind to others. YPNT will not provide fringe benefits,
      including  health  insurance  benefits,  paid  vacation  or other employee
      benefits  for the benefit of Company except as paid by Company as provided

15.   Employees.  Company's  employees,  if  any,  who perform services for YPNT
      under  this  agreement  shall  also  be  bound  by  the provisions of this
      Agreement. At the request of YPNT, Company shall provide adequate evidence
      that  such  persons are Company's employees, members of agents, (" Company
      Employees",  or  "Employees").

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 7 of 10

16.   Injuries.  Company acknowledges Company's obligation to obtain appropriate
      insurance coverage for the benefit of Company (and Company's employees, if
      any). Company waives ay rights to recovery from YPNT for any injuries that
      Company (and/or Company's employees) may sustain while performing services
      under  this  Agreement and that are the result of negligence of Company or
      Company's  employees.

17.   Return  of  Records.  Upon  termination  of  this Agreement, Company shall
      deliver  all  records, notes, data, memoranda, models and equipment of any
      nature  that  are  in Company's possession or under Company's control that
      are  YPNT's  [property  or relate to YPNT's business except as retained by
      other  similar  hired  or  employed  Directors  or  Officers  of  YPNT.

18.   Officers and Directors Insurance and Indemnification.  YPNT shall maintain
      officers  and  directors  insurance in amounts deemed necessary by Company
      and  the  Directors of YPNT (in no event shall said insurance be less than
      $2.5 million dollars in face amount) such that YPNT will indemnify Company
      and  its  officers,  agents  and  employees  against any and all 3rd party
      claims  made against Company as more fully identified in YPNT's Bylaws and
      Articles of Incorporation, attached hereto and made part of this agreement
      herein  by  reference.

19.   Default.  In  the  event of a Default by YPNT for non-payment or and other
      breach  of  this agreement than YPNT shall pay a Default fee of $50.00 per
      day  for  each  day  until cured. If after 15 days from receipt by written
      notice  of default YPNT has still not cured its default the entire balance
      of  the  contract  shall  become due and payable including any termination
      penalties.  Company  shall  have  the right to sue YPNT for damages and to
      recover  all  attorney's  fees.

      In the event of a default by Company, YPNT shall notify Company in writing
      of  the  nature of the default and Company shall have 15 days to cure said
      default.  Failure to cure the default shall be grounds for the termination
      of  the agreement. All clauses of termination remain in effect. YPNT shall
      have  the  right  to sue Company for damages and to recover all attorney's

      It  is expressly understood that in the event of a death, disability or by
      some  other  reason  that  Gregory  Crane.  or  any  other individual then
      currently  providing  services  to  YPNT  becomes  unable  or unwilling to
      provide  services it does not void this contract. Company shall have up to
      four  months to replace the person performing those services with some

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  8 of 10

      one  or multiple personnel whose aggregate talents are equivalent to those
      of  the person or persons unable or unwilling to perform services. Company
      is  the  final  arbiter  of  the  ability  of its personnel to perform the
      necessary  services.  In  the event that Company is unable or unwilling to
      replace  those services than YPNT can cancel the contract by releasing the
      lien  on  collateral  and  is  not  entitled  to  the  return  of the flex
      compensation  and by paying a 12 month cancellation fee equal to 12 months

20.   Notices:  All  notices required or permitted under this agreement shall be
      in  writing  and  shall  be  deemed delivered when addressed in person and
      mailed  certified  mail return receipt requested in the United States Mail
      and  addressed  as  follows  (or  to such future addresses that each party
      shall  inform  the  other  in  writing during the term of this agreement):

          If to YPNT:

          YP. Net, Inc.
          Angelo Tullo
          4840 E. Jasmine Street Suite 105
          Mesa, Arizona 85205

          If to Company:

          Advertising Management & Consulting Services, Inc.
          Gregory Crane.
          4840 E. Jasmine Street Suite 110
          Mesa, Arizona 85205

21.   Entire  Agreement.  This  Agreement  contains  the entire agreement of the
      parties  and  there  are  no  other  promises  or  conditions in any other
      agreement  whether  oral  or  written. This agreement supersedes any prior
      written  or  oral  agreements  between  the  parties.

22.   Confidentiality  and  non-compete.  The  employees  of Company agree to be
      bound  by  the  confidentiality  and  non-compete  provisions contained in
      YPNT's  Team  member handbook as they may be amended from time to time and
      as signed by the employees of Company actually providing services to YPNT.

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page  9 of 10

23.   Amendment.  This agreement  may be modified or amended if the amendment is
      made  in  writing  and  is  signed  by  both  parties.

24.   Severability.  If  any  provision  of this  Agreement  shall be held to be
      invalid  or  unenforceable  or  any reason, the remaining provisions shall
      continue  to be valid and enforceable. If a court finds that any provision
      of  this  Agreement  is invalid or unenforceable but that by limiting such
      provision it would become valid and enforceable, that such provision shall
      be  deemed  to  be  written,  construed  and  enforced  as  so  limited.

25.   Waiver  of 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 to subsequently enforce and compel strict
      compliance  with  every  provision  of  this  Agreement.

26.   Applicable  Law.  The  laws  of  the  State of  Arizona  shall govern this

By  signing  below  we  warrant  and  represent  to  each other that we have the
respective authorities from our respective Corporations to execute this document
and  acknowledge  that  the  other  is  relying  upon  those  warranties  and
representations.  Further  by  signing  below  we acknowledge and agree that our
respective Corporations are hereby irrevocablely bound by the agreements herein;

Party receiving Services:
YP. Net, Inc.

By:  /s/ Angelo Tullo
         Angelo Tullo

Party providing Services:
Advertising Management & Consulting Services, Inc.

By:  /s/ Greg Crane
         Gregory Crane.

                         Executive Consulting Agreement
                       Advertising Management/YP.Net, Inc.
                              September 20th, 2002
                                  Page 10 of 10