EXHIBIT 10.1
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ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is entered
June 20, 2008 by and between iVoice, Inc., a New Jersey corporation, with its
principal office at ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ("iVoice"), and Small Cap
Advisors, Inc., a New Jersey corporation, with its principal office at ▇▇▇ ▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ (the "Company").
WHEREAS, the Company desires to engage iVoice to provide the Services,
on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties hereto agree as follows:
1. SERVICES
1.1 During the term of this Agreement, iVoice shall provide
the following Services to the Company:
a. Contract review
b. Issuing sales orders
c. Invoicing
d. Collections
e. Review inventory records, warehousing reports, etc.
f. Manage employee records
g. Process payroll
h. Manage insurance coverages (health, liability, etc)
i. Accounts Payable
j. Accounts Receivable
k. Expense reimbursement
l. Vendor payments
m. Manage cash accounts
n. Maintain accounting records
o. Prepare periodic tax filings
p. Manage quarterly review and year-end audit in conjunction
with outside auditors
q. Office premises at the headquarters of iVoice.
r. Public relations, sales and marketing services.
1.2 iVoice shall perform the Services in a timely and
efficient manner, in accordance with all applicable laws, regulations and
ordinances, and shall assign to each of the Services substantially the same
priority as assigned to services of like category performed in its own
operations.
2. TERM
2.1 The term of this Agreement shall commence on the date
hereof and shall continue on a month to month basis, unless terminated by either
party by providing thirty (30) advance written notice to the non-terminating
party.
3. FEES
In consideration for the Services, the Company shall pay
iVoice a fee of Four Thousand Dollars ($4,000) per month to be adjusted from
time to time to reflect the prevailing rate for such services. Fees shall be
billed monthly and are due thirty (30) days thereafter. Should the Company be
unable to pay the Fees on a timely basis, the past due Fees shall be added to
the Secured Convertible Promissory Note issued on the date hereof.
4. OBLIGATIONS AND RELATIONSHIP
Both parties to this Agreement shall at all times act as independent
contractors and, notwithstanding anything contained herein, the relationship
established hereunder between the parties shall not be construed as a
partnership, joint venture or other form of joint enterprise. Except as
expressly authorized by a party hereto, no party shall be authorized to make any
representations or to create or assume any obligation or liability in respect of
or on behalf of the other party, and this Agreement shall not be construed or
constituting either party or the agent of the other party.
5. LIMITED LIABILITY; INDEMNIFICATION
5.1 iVoice shall not be liable to the Company for any loss,
claim, expense or damage, including indirect, special, consequential or
exemplary damages, for any act or omission performed or omitted by it hereunder
so long as its act or omission does not constitute fraud, bad faith or gross
negligence. iVoice shall not be liable to the Company for the consequences of
any failure or delay in performing any Services if the failure shall be caused
by labor disputes, strikes or other events or circumstances beyond its control
and it shall have provided prompt notice to the Company of its inability to
perform Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by
or in the right of the Company) to which iVoice or any agent or employee of
iVoice performing Services hereunder (an "Indemnitee") was or is a party by
reason of his or its performance or non-performance of Services, the Company
shall indemnify the Indemnitee and hold the Indemnitee harmless from and against
expenses, judgments, fines and amounts paid (with the consent of the Company) in
settlement actually and reasonably incurred by the Indemnitee in connection
therewith if the Indemnitee acted in good faith and provided that the
Indemnitee's conduct does not constitute negligence or misconduct.
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6. CONFIDENTIALITY
Any and all information obtained by iVoice in connection with the
Services contemplated by this Agreement shall be held in the strictest
confidence and not disclosed to any other person without the prior written
consent of the Company.
7. NOTICES
All notices or other communications required or permitted to
be given pursuant to this Agreement shall be in writing and shall be considered
as duly given on: (a) the date of delivery, if delivered in person against
written receipt therefor, or by nationally recognized overnight delivery service
or (b) five (5) days after mailing if mailed from within the continental United
States by postage pre-paid certified mail, return receipt requested to the party
entitled to receive the same:
If to iVoice: iVoice, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
And if to the Company: Small Cap Advisors, Inc.
c/o iVoice, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Any party may change its address by giving notice to the other party
stating its new address. Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.
8. BINDING EFFECT
This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties and their respective successors.
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9. NO THIRD PARTY BENEFICIARIES
This Agreement is solely for the benefit of the parties hereto and
shall not confer upon third parties and remedy, claim, cause of action or other
right in addition to those existing without reference to this Agreement.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
with respect to the subject matters covered hereby and supersedes any prior
agreement or understanding between the parties with respect to those matters.
11. ASSIGNMENT; AMENDMENT; WAIVER
This Agreement may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with the amendment or waiver. The failure of a party to insist upon
strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
12. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the State of New Jersey, without giving effect to the provisions,
policies or principles thereof relating to choice or conflict of laws.
13. HEADINGS
The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
IVOICE, INC.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
President
SMALL CAP ADVISORS, INC.
By:
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▇▇▇▇ ▇▇▇▇▇▇
President
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