[EXHIBIT 99.1]
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MANAGEMENT CONSULTING AND ADVERTISING
AGREEMENT
February 13, 2004
This Management Consulting and Advertising Agreement (the
"Agreement") is made and entered into effective the date it is
signed by the last to sign as set forth below by and between the
following parties:
Epicus Communications Group, Inc., whose principal executive
office is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Fax
Number (▇▇▇) ▇▇▇▇▇▇▇; Telephone Number (▇) ▇▇▇-▇▇▇▇, a Florida
Corporation, FEIN ▇▇-▇▇▇▇▇▇▇ hereinafter referred to as the
"Company"; and
Eastern Consulting Corp. or its assigns, FEIN ▇▇-▇▇▇▇▇▇▇, whose
principal place of business is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone Number (▇▇▇) ▇▇▇-▇▇▇▇;
Fax Number (▇▇▇) ▇▇▇-▇▇▇▇, hereinafter referred to as the
"Consultant":
WHEREAS, Company via its wholly owned subsidiary, EPICUS, Inc. is
an integrated communications provider with voice and data service
in the contiguous 48 states, international long distance in 240
countries and local exchange services in 7 southeastern states.
WHEREAS, Consultant, and its affiliates, are in the business of
providing services for marketing business products around the
world through a proprietary method; and
WHEREAS, the Company deems it to be in its best interest to
retain Consultant to render to the Company such services as may
be needed to increase the number of subscribers for the Epicus
product as well as other products from time to time for
compensation to be determined, through the use of the
Consultant's e-mail services and its business network; and
WHEREAS, Consultant has represented to Company that Consultant is
ready, willing, qualified and able to render such marketing
services to the Company as hereinafter described on the terms and
conditions more fully set forth below.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth in the Agreement, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
CONSULTING SERVICES: The Company hereby retains the Consultant
as an independent marketing and business consultant to the
Company and the Consultant hereby accepts and agrees to such
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retention. The services of Consultant shall not be exclusive nor
shall Consultant be required to render any specific number of
hours or assign specific personnel to the Company or its projects
however it is understood that an adequate amount of time must be
delegated to the Company to effectively perform under this
agreement.
INDEPENDENT CONTRACTOR: Consultant agrees to perform its
consulting duties hereto as an independent contractor. Nothing
contained herein shall be considered as creating an employer-
employee relationship between the parties to this Agreement. The
Company shall not make social security, workers' compensation, or
unemployment insurance payments on behalf of Consultant. The
parties hereto acknowledge and agree that the Consultant shall
provide its services hereunder, on a best efforts basis and that
the Consultant does not make any representations or guarantees as
to the success or effectiveness of its efforts and services
rendered hereunder. Rather, Consultant shall conduct its
operations and provide its services in a professional manner and
in accordance with good industry practice. Consultant will use
its best efforts and does not promise results.
TIME, PLACE, AND MANNER OF PERFORMANCE: The Consultant shall be
available for advice and counsel of the officers and directors of
the Company as reasonably needed at such reasonable and
convenient times and places as may be mutually agreed upon. For
the purposes of this Agreement the term "customer" shall mean a
customer of the Company that was obtained by the Company through
the direct result of the efforts of the Consultant on behalf of
the Company
TERM OF AGREEMENT: The term of this Agreement shall be twelve
(12) months commencing upon execution hereof unless terminated
for cause in writing, by the Company. The Agreement will renew
at the agreement of both the Consultant and the Company with
terms to be negotiated prior to renewal with the exception of
existing Companies that Eastern and affiliates have signed up as
paying Companies in the prior period any and all renewals will be
paid on the existing commission schedule. It is hereby agreed
and acknowledged by the Parties hereto, that compensation to the
Consultant, in accordance with the schedule outlined below, shall
be the total compensation paid to Consultant and they shall be no
residual or continued liability on the part of the Company for
the Consultant's services.
FEES: The company shall pay the Consultant $300,000 in cash or
in lieu of cash the Consultant will accept 9,000,000 shares of
the Company's common stock which will be registered under a
Company S8 filing, said fees are for initial set-up fees and a
continual and on-going mailing program to qualified prospects for
the Company's telecommunication services drawn from the
Consultant's proprietary database of 60 million opt in names and
addresses. The Company shall provide to the Consultant, any and
all marketing material, comparison product data, internal
business strategies, concepts and reports that would assist the
Consultant in preparing marketing material for the mailing
campaign. The Consultant will also create and implement its own
marketing materials which will be pre-approved in writing by the
Company prior to release or implementation.
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COMMISSIONS: For customers that are obtained as a direct result
of the marketing efforts of the Consultant, the Consultant will
be paid commissions on the gross amount of the customer's monthly
▇▇▇▇, excluding taxes, utility fees and promotional discounts, at
the rate of six percent (6%) recurring, for the first 12 months
of the customer's tenure with Epicus.
Commission accumulation begins with the each customer's initial
▇▇▇▇ and shall be paid on all customers commencing on the
effective date of this Agreement, and remaining as customers of
the Company for a minimum of 90 days. All commissions are paid
on or before thirty (30) days after the Company's billing period.
Charge backs shall be deducted from the monthly commissions with
an accounting of same. The Consultant agrees that charge backs
can arise from a number of factors and therefore any and all
charge backs relating to customers wherein the Consultant is
eligible for a commission will be deducted from the monthly
commission payable. All payments shall be paid to the Consultant
by check or wire transfer and shall be sent to the Consultant on
or before 30 days after the Company's billing period. In addition
to the commission, the Company shall furnish a list of all
subscriptions derived from the Consultant's efforts with a
complete accounting of same. Unless otherwise directed in
writing by Consultant, Company will send all checks to the
Consultant's address first written above.
The Company has retained the Consultant for the purpose of
developing the retail commercial business of the Company with
respect to increasing the number of subscriptions for its
telecommunication services. To assist in the marketing program
for the Consultant, the Company agrees that it will provide a
special promotional offer(s) to the receivers of e-mails from
Consultant. This promotion(s) will be augmented by frequent (at
least 2 per month) nationwide announcements promoting EPICUS and
its unique and competitive telecommunication services.
This Agreement shall commence upon execution hereof and shall be
for the periods, compensation and terms and conditions as
outlined in this agreement. This agreement will automatically
terminate at the end of the twelve month period unless re-
negotiated by both parties in writing.
Termination by Company: If the Consultant (i) violates any law,
ordinance, permit or regulation of any government entity (ii)
ceases to function as an ongoing concern or to conduct operations
in the normal course of its business (iii) files a petition,
voluntarily or involuntarily, under any state or federal
bankruptcy or insolvency law, which petition has not been
dismissed or set aside within 60 days of its filing and (iv) has
committed a material breach of this Agreement and fails to cure
such breach within seven (7) days of receiving written notice of
such breach from the Company all commissions and or revenues to
the Consultant with respect to this Agreement will be forfeited
and the Company will be under no further obligation to pay the
Consultant any further money.
Termination by Consultant: Cause shall be if the Company (i)
ceases to function as an ongoing concern or to conduct operations
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in the normal course of its business, or (ii) files a petition,
voluntarily or involuntarily, under any state or federal
bankruptcy or insolvency law, which petition has not been
dismissed or set aside within 60 days of its filing, or (iii) has
committed a material breach of this Agreement and fails to cure
such breach within 30 (thirty) days of receiving written notice
of such breach from the Consultant, or (iv) has not paid the
Consultant in accordance with the terms and conditions as
outlined in this agreement.
Marketing expenses: The Consultant to bear marketing expenses
for the cost of the mailings. Should Consultant opt to engage or
use any "third party" sources or resources in the execution of
the agreement, Consultant agrees and understands that Consultant
is totally responsible for any and all fees and payment(s) to
such "third parties" and Consultant assumes total liability and
responsibility for all actions of such "third parties".
Each party agrees that no party may obligate the other party
without such other party's prior written consent. Each party
agrees to hold the other party harmless from any such event.
The Consultant agrees to indemnify and hold the Company harmless
from and against any and all actions, costs or claims due to the
Consultant's actions, including false representations, misleading
advertising, emailing to people requesting removal from lists,
and any and all of Consultant's actions.
In connection with this Agreement, the Company will provide the
Consultant with information concerning the Company's products
that the Consultant deems reasonably appropriate for the purposes
hereof. The Company represents and warrants to the Consultant
that to the best of its knowledge, all such information will be
true and accurate in all material aspects and will not contain
any untrue statement of a material fact or omit to state a
material fact or omit to state material which would mislead or
misrepresent any information for the purposes of this Agreement.
The Company acknowledges and agrees that the Consultant may use
and rely upon such information supplied by the Company, and its
officers and consultants, without independent investigation or
verification thereof by the Consultant.
Miscellaneous:
1. The Company shall issue a Sales Code to the Consultant for
the purpose of tracking and monitoring all transactions resulting
from the Consultant's services. As "proof of performance" the
Consultant and the Company agree that on a weekly basis
consultant will provide the Company with at "Distribution Log"
with the date, time and number of e-mails and/or other marketing
devices the Consultant issued on behalf of the Company.
2. The Consultant shall assist the Company in adapting the
Company's website to be able to interface with the Consultant's
distribution program(s) so that that the new customer brought to
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the Company's website by the Consultant's efforts may subscribe
for the Company's telecommunication services while they are on-
line, including payment by credit card.
3. In the event that the Company does not pay the Consultant as
outlined herein, the Consultant shall reserve the right to stop
any promotions/services without notice to the Company and without
any liability, costs, expenses or damages to the Consultant.
4. The Consultant's database is proprietary to the
Consultant and shall remain the property of the Consultant. The
Company agrees that the Consultant will NOT have access to their
subscriber database but will be able to check for duplication
with Company's other databases. The Company's database is
proprietary to the Company and shall remain the property of the
Company and the Consultant agrees not to use the Company's
database for any other purpose.
5. The Consultant warrants that during the term of this
agreement in excess of 60,000,000 will be to names drawn from its
database. Consultant also warrants that the database it is using
for this agreement is a double-opt in list of names of people
wanting to receive information such as the Company's information.
The Company hereby acknowledges and accepts the fact that there
will be complaints from persons receiving e-mails that may not be
reasonable. The industry average is approx. 2600 complaints per
1,000,000 e-mails sent. Should this occur, the Company shall
supply a listing of any such complaints and the Consultant shall
remove said e-mail address(s). The Consultant agrees that if
there are an inordinate amount of complaints, the Company and the
Consultant will re-evaluate the marketing program and make
adjustments accordingly to minimize further complaints.
6. The Consultant shall levy an interest at 15% annum
compounded yearly on any unpaid balances which are over 60 days
in arrears.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Any dispute as
to this Agreement shall be submitted to the American Arbitration
Association in accordance with the rules applicable in Palm Beach
County, Florida. The Parties hereto consent to jurisdiction in
Florida for all purposes. A Judgment based upon the award
rendered by the arbitrators may be entered in any court having
jurisdiction, including reasonable attorney fees to the party
prevailing in such Arbitration, and incurred in a special
proceeding to obtain entry of such Judgment. The Parties hereto
agree to go to Mediation prior to Arbitration to resolve any
dispute.
8. Entire Agreement. This agreement represents the entire
agreement between the parties hereto relating to the subject
matter hereof. This agreement fully and completely expresses the
agreement of the parties relating to the subject matter hereof
and there are no other courses of dealing, understandings,
agreements, representations or warranties, written or oral,
except as set forth herein. This Agreement may not be amended or
modified, except by a written agreement signed by all parties
hereto. This agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
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The Parties hereto confirm their acceptance of the terms of this
agreement by signing below whereupon this Agreement shall become
a binding Agreement between the Company and the Consultant.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
Eastern Consulting Corp. Epicus Communications Group, Inc.
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By: By:
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▇▇▇▇ ▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
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Date: Date:
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INDEPENDENT SALES REPRESENTATIVE AGREEMENT
ADDENDUM 1
The Service Offerings and Marketing Promotion
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The Services:
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Where available in the EPICUS Territories, as defined herein
below the Services hereunder include and but are not limited to:
1. FreedomSelect[TM], residential bundled local dial tone
service, related enhanced features, long distance and voice mail
messaging service for $29.95 per month (plus applicable taxes and
fees) as described in our terms and conditions that are available
online at ▇▇▇.▇▇▇▇▇▇.▇▇▇, as may be changed from time to time.
2. Any other telecommunication service(s) provided by
EPICUS as described on its above listed website.
Marketing Promotion:
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EASTERN CONSULTING CORP. Marketing Responsibilities:
Sales Process: EASTERN CONSULTING CORP. will market the products
and services described herein in section 1 of this addendum,
solely to their current "opt-in" address base via a Web and e-
mail marketing campaign concentrating on EPICUS' primary
marketing areas which are: Georgia, Florida, Alabama, Louisiana,
Mississippi, North Carolina, South Carolina, Tennessee, and
Kentucky. During the execution of this advertising campaign
EASTERN CONSULTING CORP. will comply with all aspects and the
intent of the "Can Spam Act" of 2003, including opt-out
instructions.
All sales and customer sign up forms are to be completed online
via a Web interface that EPICUS will make available in
conjunction with EASTERN CONSULTING CORP.'s internet facilities.
All communications, including customer care provided by EPICUS,
with the potential or newly acquired customer is to be via e-
mail.
Credit Card Payments: EASTERN CONSULTING CORP. and EPICUS hereby
agree that they will only accept credit cards for all payments
for services and that EPICUS will continue to credit card ▇▇▇▇
the customer monthly automatically for services.
EPICUS Marketing Responsibilities:
Free Minutes Sign up Promotion: In connection with marketing the
FreedomSelect plan to the customer, EPICUS will give a sign up
bonus to end customer, 400 free one-plus dial long distance
minutes that will be made available for immediate use once the
customer has been activated by EPICUS as follows: 100 minutes
will be given each month for the next four consecutive months.
EPICUS will only be liable to give away free minutes as long as
the customer is active on the FreedomSelect plan and is current
with their monthly payments. This promotion will be augmented by
frequent (at least 2 per month) nationwide announcements
promoting EPICUS and its unique and competitive telecommunication
services.
Page 1 of 2 EPICUS Initials _____ Date _______
EASTERN CONSULTING CORP. Initials _____ Date _______
One Month Free Service Promotion: EPICUS will give the end
customer one free month of service after the 12th (twelve) month
of consecutive service if customer signs up for service by March
1st, 2004, or a later date if this promotion is extended by
EPICUS. This free month is for local service and voice mail
messaging service only and does not include state, federal or
other regulated taxes or fees that the customer is still
responsible for. Customers must place order on or before the end
date of this promotion. FreedomUnlimited 13th Month Free
promotion is for residential customers only. Customers must
remain on Epicus FreedomSelect customer for 12 consecutive months
to receive $29.95 credit (13th month free). Marketing Material
Development: EPICUS will supply professionally designed Web
marketing materials that may be included as an interactive
multimedia presentation for use in this Web marketing campaign.
COMPANY INDEPENDENT SALES REPRESENTATIVE
EPICUS, Inc. Eastern Consultanting Corp.
By: By:
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Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇ ▇▇▇▇▇
Title: President Title: President
Page 2 of 2 EPICUS Initials _____ Date _______
EASTERN CONSULTING CORP. Initials _____ Date _______