Administration and Marketing Services Agreement - Garcia Baldwin Inc. d/b/a Market Vision and Inmark Services Inc.
ADMINISTRATION AND MARKETING SERVICES AGREEMENT
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ADMINISTRATION AND MARKETING SERVICES AGREEMENT (this
"Agreement"), dated as of March 22, 2002 and effective as of April 1, 2002 by
and between GARCIA BALDWIN, INC. d/b/a MARKET VISION ("Market Vision") and
INMARK SERVICES, INC. ("Inmark").
RECITALS
WHEREAS, Market Vision and Inmark desire to enter into an
arrangement whereby Inmark provides Market Vision with administrative,
accounting, financial, marketing and project support services upon the terms set
forth in this Agreement.
WHEREAS, it is the intention of the parties to assure that each
such party shall maintain sole discretion and authority over decisions as to
corporate and operational polices pertaining to their individual entities and
accordingly the services provided by Inmark as set forth in the Agreement are to
be construed to comply and conform with such intention and neither party shall
be entitled to contract or make commitments on behalf of the other party.
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the parties hereto agree as follows:
1. ADMINISTRATIVE, ACCOUNTING AND FINANCIAL SERVICES. During the
term of this Agreement, Inmark for and on behalf of and in the name of Market
Vision shall (i) process and record all of Market Vision's financial and
accounting transactions; (ii) maintain all related books and records; and (iii)
prepare monthly financial statements, aged accounts receivable and payable
statements, work in process status reports and bank account reconciliations;
1.1. Financial statements shall be prepared in accordance with
generally accepted accounting standards and practices.
1.2. Inmark shall submit monthly financial statements and reports to
Market Vision within forty-five days subsequent to each respective month end.
1.3. It is further agreed and understood that the aforementioned
services exclude the preparation of Market Vision's corporate income tax
returns. Market Vision shall engage its own designated tax return preparer and,
to the extent required, independent accountants to audit and report on Market
Vision's financial statements and Market Vision shall solely bear the respective
costs thereof.
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2. MARKETING AND PROJECT SUPPORT SERVICES. During the term of this
Agreement, Inmark shall (i) assist Market Vision in the selling of Market
Vision's services; and (ii) provide contract administration and related project
support services for Market Vision client engagements, from inception of such
engagements through their completion.
2.1. In providing the aforementioned services, in addition to the
utilization of Inmark's facilities and other support personnel as may be
reasonably required, Inmark shall dedicate, and allocate the time thereof, of
specific personnel to Market Vision as follows:
SERVICES FEE
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Account Service support $162,000
Operations Support $121,500
Accounting/Financial Admin. $ 81,000
Project Management $ 56,000
Annual $420,000
Monthly $ 35,000
3. SERVICE OBLIGATIONS. With respect to the services to be provided
pursuant to Sections 1 and 2 above, Inmark shall conduct it activities in a
manner which is consistent with and conforms with the practices of that of its
own operations.
3.1. The foregoing not withstanding, unless Inmark has received
specific written authority from Market Vision to contract or make a commitment
in the name of or on behalf of Market Vision, nothing in this Agreement shall
convey the such authority to Inmark.
4. SERVICE FEES. During the term of this Agreement, Market Vision
shall pay Inmark on the 15th of each month commencing on April 15, 2002, a
monthly fee in the amount of $35,000.
4.1. Service fees are intended to cover the cost of Inmark personnel
assigned to service Market Vision and the overhead associated with the use of
Inmark facilities. Pre-approved direct costs and expenses incurred on behalf of
Market Vision shall paid directly by Market Vision.
5. TERM. This Agreement shall be for a term of six (6) months,
commencing on April 1, 2002 and ending on the September 30, 2002 sixth month
anniversary thereof. The term of this Agreement shall automatically continue
after the initial six month term unless and until either party terminates this
Agreement by providing the other party with no less than one hundred and twenty
(120) days prior written notice of termination effective on or after the
September 30, 2002 sixth month anniversary of the term of this Agreement.
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IN WITNESS WHEREOF, and intending to be legally bound thereby,
the parties hereto have duly executed and delivered this Agreement or caused
this Agreement to be duly executed and delivered by their duly authorized
officers as of the date and year first above written.
GARCIA BALDWIN, INC. INMARK SERVICES, INC.
dba Market Vision
By: /s/ YVONNE GARCIA By: /s/ JOHN P. BENFIELD
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Yvonne Garcia John P. Benfield
President President
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