Sample Business Contracts

Executive Consultng Agreement - YP.Net Inc. and Mar & Associates Inc.

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                          EXECUTIVE CONSULTNG AGREEMENT

     This  Agreement  made  effective as of, May 1, 2003, by and between YP.Net,
Inc.  of  4840  East Jasmine Street, suite 105, Mesa, Arizona 85205 ("YPNT"), as
the  party  to  receive  services  and Mar & Associates, 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  Accounting  and Finance, Business
Management,  Investment  Banking,  and Business Consulting as welt as experience
with  publicly  traded  companies and is willing to provide services to YPNT and
YPNT  desires  to  have  the  services  provided  by  Company  and;

     WHEREAS Company in the person of David J. lannini has provided services for
YPNT  after  the  departure  of  the  former  Chief  Financial  Officer  and has
successfully implemented systematic internal controls and improved YPNT's public
reporting,  and;

     THEREFORE  it  is  agreed  that  this  contract  shall  supercede all prior
agreements  between  the parties and shall become effective on May 1, 2003 which
will  have  culminated  by  the  recommendation of the Compensation Committee of
YPNT.  It  is  further  agreed  by  the  parties  that;

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  an  officer  on  YPNT.  Specifically  providing the
          services  of  a  Chief  Financial  Officer, initially in the person of
          David  lannini.
     b.   Such other services or employees as YPNT and Company may desire in the
          future  to  provide,
     c.   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

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 1 of 9

          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
     d.   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.
          i.   The  Company  duties shall be to maintain the books and financial
               records  of  YPNT  and  all public reporting, investor relations,
               interaction  with  auditors,  hiring and training of book keeping
               and  accounting  staff  and  other  duties  normally  required or
               expected  of  a  Chief  Financial  Officer  of  a publicly traded
     e.   This  is  not  an  employment  contract  of David lannini 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 David lannini or any of
          the  other  employees  of  Company,  who  merely work for the Company.
     f.   Interact with shareholders, lenders, board members, and the investment
          community  at  large.
     g.   Help  write  and  approve all public communications of YPNT to enhance
          YPNT's  corporate  image  and  Brand.
     h.   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 $17,500.00 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.  The  base figure above will be initially grossed up for the
          current  amount  that  YPNT  has been paying for Benefits for David J.
          lannini.  The  Company  will  be  able  contract  with  YPNT's

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 2 of 9

          carrier  or  Employee Leasing Company to pay for those services itself
     b.   Company  shall  also  be  provided with a 1 Cell Phone allowance and 1
          Pager  for  its  employee  performing  services  for  YPNT.
     c.   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.
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.

4.        Expense Reimbursement. Company shall be entitled to reimbursement from
     YPNT for all "out of pocket" expenses relating to providing the services to
     YPNT  described  herein.

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 YPNTs shareholders the Board of Directors of
     YPNT  deems  it  prudent  to  award  250,000  shares of its Common stock to
     Company  for  services  performed from August 19, 2002 through December 30,
     2002  (this  is  in  addition, to the 50,000 shares already issued to David
     lannini  also  relating  to that time period). This 250,000 share award was
     previously  authorized  by  the  Board and is just being included herein by
     reference.  That Stock is currently valued (as traded on the OTC Electronic
     Bulletin  Board  on  Friday  January  1st,  2003) at 6 cents per share. The
     accounting  for  such  compensation  shall  be in accordance with Generally
     Accepted  Accounting  Principles  and  as required by the SEC, 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  225,000 customers within 12 months from
     January  1,  2003 then the stock is subject to forfiture on a prorata basis
     on the customer count actually obtained. For example; if there were 202,500
     customer  that would be 90% of Goal. So 10% of the stock would be forfitted
     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

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 3 of 9

     damages  suffered  by  the  Company  or  its  employees  by  way  of  this

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  By  order  of the Board of Directors and as a condition of executing
     this  contract  a bonuses will be in the amount of $15,000 on September 30,
     2003  and  $ 21,000 on September 30, 2004 and 10% of annual salary for each
     Fiscal  year  thereafter  for  the  term of this contractFurther YPMT 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 income tax forms.

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 $15,000,00 (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 contract.

     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.

     Sine  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 1/12lh 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
     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 David lannini,. If the Company
     takes  the  Flex  Compensation,  and  resigns  it  has the choice of either

                         Executive Consulting Agreement
                           Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                   Page 4 of 9

     returning  the  unused flex compensation for that fiscal year and retaining
     the  stock  or  returning  the  stock to the company. The Company and David
     lannini would not be allowed to sell, assign or further transfer this stock
     without  the  permission  of  the  Company,  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 David lannini 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 (1 office, with the furniture currently
     inside)  and  office  supplies, 1 telephone, one computer, and personnel to
     answer  one  Company  telephone number. In the event of termination of this
     agreement  then  YPNT will if requested by Company assign the lease for the
     offices  to  the  Company.  Said  monthly  lease  if assigned cannot 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
     equipment  would be turned over to Company by the payment within 45 days of
     cancellation  in  the amount of $1,000,00 in year one, $500.00 in years two
     through  5,

11.  Termination.  This  agreement  shall  continue  until  December  31,  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 Company, then Company shall have the option of paying back
     the  line  of  credit  (if  applicable), together with interest on a 3-year
     amortization  schedule  or  surrendering  the  collateral  as  full payment

     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 then Company shall be
     entitled  to  a  termination  fee  of  not  less  than  6  months  fees, if
     termination  is  so  elected  by  YPNT.

     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

                         Executive Consulting Agreement
                           Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                   Page 5 of 9

     fees  plus  the  release  of  the  stock collateral given in number 9 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 company now
     known as YPNT, Telco Billing or the majority to YPNT's assets are sold then
     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.
Relationship  of  the  Parties.  It is understood that Company is an independent
contractor  with  respect  to  YPNT  and  that  it wilt 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  herein.

 14.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.

15.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

13.  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.

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.

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 6 of 9

14.  Default.  In  the  event  of a Default by YPNT for non-payment or and other
     breach  of  this  agreement then YPNT shall pay a Default fee of $50.00 per
     day for each day until cured. If after 15 days 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 and the 6-month termination penalty described herein. All
     other clauses of termination remain in effect, YPNT shall have the right to
     sue  Company  for  damages  and  to  recover  all  attorney's  fees.

     It  is  expressly understood that in the event of a death, disability or by
     some other reason that David lannini 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. In the event that Company is
     unable  or  unwilling  to  replace  those services then 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  fees,

15.  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):

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                   Page 7 of 9

     If to YPNT:

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

     If to Company:
     Mar & Associates, Inc.
     David lannini.
     4840 E. Jasmine Street Suite 110
     Mesa, Arizona 85205

16.  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.

17.  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.

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

19.  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.

20.  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.

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

                         Executive Consulting AGREEMENT
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 8 of 9

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 irrevocably bound by the agreements herein;

Party receiving Services:
YP. Net, Inc.

By: /s/ Angelo Tullo
Angelo Tullo President

Party providing Services:
Mar & Associates, Inc.

By: /s/ David lannini
David lannini President

                         Executive Consulting Agreement
                          Mar & Associates/YP.Net, Inc.
                              September 20th, 2002
                                  Page 9 of 9