Unassociated Document


    
      
        

      

    

    Exhibit
10.23

     

    Client
Services Agreement

    


    This
Client Services Agreement (the "Agreement") is made and entered into as of
September 27, 2006 ("Effective Date"), by and among Consumer Loyalty Group, Inc.
located at 30 S. La Patera Ln. Suite 7, Goleta, California 93117, Telephone:
805-964-9126; Fax: 805-683-1612 ("Client") and Datascension, Inc., Telephone:
714-482-9750; Fax: 714-482-9751 ("Company") located at 145 S. State College
Blvd., Suite 350, Brea, California, 92821. Client and Company are individually
referred to as "Party" and collectively as the "Parties" in this
Agreement.

    


    WHEREAS, Client desires to
obtain the services of Company and Company desires to consent to provide such
services as described herein;

    


    NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which the Parties acknowledge, the
Parties agree as follows:

    


    1.   Services:
Company will provide the following services ("Services"):

    


               A.
Facility:
Approximately Eight-Hundred (800) to One-thousand (1,000) square feet of the
interior space located in San Jose, Costa Rica (the "Facility"). The Facility
shall include a manager's office, bathroom facilities and lunch room. The
facility will have access to all necessary data/communication lines and other
such services as required to support a call center.

     

    B. Workstations:
The Facility shall include no less than Eighty (80) fully functional
workstations ready to accept and receive telephone calls by no later than
November 15, 2006. Client shall provide its own phone system and phone
terminals. Client shall be responsible for and own the workstations. However,
the Company will assist with the coordination of purchase and set-up of these
stations.

     

    C. Personnel:
Company will provide approximately One Hundred (100) agents working in two
shifts (each at approximately 50 person crews) who shall answer and respond to
incoming telephone calls from Client's customers and make outbound sales calls,
four (4) Company supervisors, two (2) security guards, one (1) human resource
manager and one (1) computer/internet consultant. All employees under this
Agreement will be required to abide by the Company's employment handbook and
standards. Client shall be solely responsible to provide, at its own expense,
information technology and technical support equipment and related staff
although the Company may provide such at rates to be negotiated.

     

    D. Consulting:
Company will continue to provide reasonable consulting services and assistance
with corporate travel, housing, government and local services and other areas
its expertise can reasonably assist with client's business
endeavor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.   Term:
The term of this Agreement will commence on the Effective Date and shall be for
a term of twenty-four (24) months from the Effective Date ("Term). Either Party
can terminate this Agreement with thirty (30) days prior written notice for any
reason unless stated otherwise herein. However, Client shall remain responsible
for all fees and costs incurred up to the point of termination. In no event
shall Client terminate this relationship prior to its natural extinguishment of
the Term in order to establish a new or additional call center(s) within Costa
Rica.

    


    3.           Client
Responsibilities: Client shall pay to Company on a monthly basis (i) all
the costs and associated expenses incurred by Company for providing the
personnel services described in Section 1 (c) of this Agreement (hereinafter
"Costs") and (ii) a mark-up on the Costs as described in Section 3 (A) below.
The total of the Costs and mark-up fees described below shall be referred to as
"Payment."

    


    In
addition, client will be responsible for a pro-rata portion of the Facility's
overhead operating costs and a per use cost of any ancillary services, including
but not limited to data/communication lines. An estimation of such overhead
operating costs are contained in Addendum "A" which is attached and incorporated
herein.

    


    A. Mark-Up
Fees: Client shall pay mark-up fees on labor in accordance with the
schedule set forth below. For example, if the Costs for a given month are
$150,000.00, Client shall pay a mark up fee of $22,500.00 ($150,000.00@15%). If
the Costs for a given month are $200,000.00, Client shall pay a mark-up fee of
$28,999.87 ($150,000.00@ 15% + $49,999.00 @ 13%).

    
    

     

    
      	 	Monthly
      Cost	Mark-UP
      Fee Percentage	 
	 	$0-$150,000	15%	 
	 	$150,001-$200,000	13%	 
	 	$200,001+ 	12%	 


    

     

    B. Manner of
Payment: On a weekly basis, Client shall provide to Company a deposit in
the amount of Twenty-Five Thousand (25,000.00) U.S. Dollars (hereinafter
"Deposit") or an amount not to be less than the immediate prior week's billable
costs. At the termination of the week, Company shall provide Client with an
invoice, in a form reasonably acceptable to Client, which shall describe the
Costs incurred for such week ("Invoice"). The invoice shall be accompanied by
payroll and additional expense records. Client shall make the Payment pursuant
to this Section 3(B) within five (5) business days of the date of such
Invoice.

    


    4.           Inspection
of Records: Upon reasonable prior notice, the Company shall permit Client
to inspect all of Company's accounting and financial records which are used to
calculate and record Costs incurred by Client under this Agreement.

    


    5.           Warranty:
Company warrants that services of Client will be provided using reasonable care
and skill in accordance with customary industry standards.

    


    6.           Insurance:
Both parties are required to carry and maintain in force during the Term of this
Agreement liability insurance.

     

    
      
         

      

      
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    7.   Indemnification:
Both parties shall indemnify and hold the other Party harmless from and against
any and all loss, cost, damage, claim, liability, or expense, including
reasonable attorney's fees and costs, in any way arising from or related to any
breach of the terms and responsibilities within this Agreement.

    


    8.   Limitation
of Liability: Client recognizes and acknowledges that fact that Costa
Rica is a developing country which often adversely impacts telecommunication and
other infrastructure utilized therein. The Company also has no control over how
a foreign administration or third party influences established rules and
conditions pertaining to rendition of business services and related operations.
The Parties thereby agree that neither Party shall be liable for any loss or
damage sustained by the other Party or their end users due to any failure in or
breakdown of equipment, beneficial services required for the other Party to
conduct business, loss of use of the Facility associated with providing the
Services hereunder, failure of performance, error, omission, interruption,
deletion, defect, delay in operation or transmission, communications line
failure, theft, or destruction of or unauthorized access to, alterations of, or
use of records or files, and/or any interruption or degradation of the Services.
Except for acts of gross negligence, fraud, deception or acts of ill intent,
neither Party shall be liable to the other Party for any, special, or indirect
losses or damages, howsoever arising, whether under contract, tort or otherwise,
including, without limitation, third party, claims, loss of profits, business
opportunities and/or loss of or damage to the other Party's reputation or
goodwill.

    


    9.   Force
Majeure: No failure or omission by either Party, to carry out or observe
any of the terms and conditions of this Agreement (other than any payment
obligation) shall give rise to any claim against such Party of be deemed a
breach of this Agreement, if such failure or omission arises from an act of God,
Government, or any other circumstance commonly known as force
majeure.

    


    10.   Compliance
with Laws: Client shall not use the Services in any manner or for any
purpose which constitutes a violation of applicable laws or the laws of any
jurisdiction in which the Services are being provided. This Agreement and the
continuance hereof by the Parties is contingent upon the obtaining and
continuance of such approvals, consents, governmental, and regulatory
authorizations, licenses, and permits as may be required or deemed necessary by
the Parties, and the Parties shall use commercially reasonably efforts to obtain
and maintain the same in full force and effect.

    


    11.           No
Partnership: The relationship between the Parties shall note that of
partners, and nothing herein contained shall be deemed to constitute a
partnership and/or joint venture between them or a merger of their assets or
their fiscal or other liabilities or undertakings. Neither Party shall have the
right to bind the other Party, except as expressly provided herein.

    


    12.           No
Agency: Neither Party shall (i) refer to itself as an authorized
representative and/or agent of the other Party in promotional, advertising, or
other materials, (ii) use the other Party's logos, trade-marks, service marks,
or any variations thereof in any of its promotional, advertising, or other
materials, or (iii) release any public announcements referring to the other
Party of this Agreement without first having obtained such Party's prior written
consent.

    


    
      
         

      

      
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    13.           No
Waiver: Failure or delay by either Party in enforcing or partially
enforcing any provision of this Agreement will not be construed as a waiver of
any of its rights under this Agreement. No waiver by either Party of any breach,
default or violation of any terms, warranties, representations, agreements,
covenants, conditions or provisions of this Agreement shall constitute a waiver
of any subsequent breaches, defaults or violations of the same or any other
terms, warranties, representations, agreements, covenants, conditions or
provisions.

    


    14.           Confidentiality:
The Parties will take reasonable steps to keep in confidence all of the other
Party's confidential information that it receives in connection with this
Agreement and will not use such confidential information without the other
Party's prior written consent except to perform its obligations hereunder.
Confidential information shall include information marked as "proprietary,"
"private," "company private," or otherwise identified as "proprietary to," or a
"trade secret."

    


    15.           Assignment:
The respective rights and obligations of the Parties may not be assigned by any
Party without the prior written consent of the other, which consent shall not be
unreasonably withheld or delayed.

    


    16.           Successors
and Assigns: The terms and provisions of this Agreement shall be binding
on and inure to the benefit of the successors and permitted assigns of the
Parties

    


    17.           Entire
Agreement: This agreement constitutes the entire agreement between the
Parties with respect to the subject matter of this Agreement between the Parties
with respect to the subject matter of this Agreement and superseded all prior
agreements, oral and written, between the Parties hereto with respect to the
subject matter of this Agreement.

    


    18.           Modification
and Waiver: This Agreement may not be amended, modified, or supplemented
except by written agreement signed by the Party against which the enforcement of
the amendment, modification, or supplement is sought. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision. No waiver shall be binding unless executed in writing by
the Party making the waiver.

    


    19.           Attorney’s
Fees: If any legal action or other judicial proceeding is brought to
enforce the provisions of this Agreement, the prevailing Party shall be entitled
to recover its reasonable attorney’s fees and other costs incurred in the action
or proceeding, in addition to any other relief to which the prevailing Party may
be entitled.

    


    20.           Fees and
Expenses: Except as otherwise specifically provided in this Agreement,
the Parties shall pay their own fees and expenses in connection with the
negotiation and consummation of the transactions contemplated by this
Agreement.

    


    
      
         

      

      
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    21.           Notices:
All notices, requests, demands, and other communication required by this
Agreement shall be in writing and shall be (a) delivered in person or by
courier, (b) mailed by first class registered or certified mail, or (c)
delivered by facsimile transmission, to the addresses set forth above, or to
such other address as a Party may designate to the other in writing. If
delivered personally or by courier, the date on which the notice, request,
instruction, or document is delivered shall be the date on which the delivery is
made, and if delivered by facsimile transmission or mail as aforesaid, the date
on which the notice, request, instruction, or document is received shall be the
date of delivery.

    


    22.           Headings:
All section headings contained in this Agreement are for convenience of
reference only and do not form a part of this Agreement, and shall not affect in
any way the meaning or interpretation of this Agreement.

    


    23.           Counterparts:
This Agreement may be executed in two (2) or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one counterpart has been signed by each Party and delivered to the other Party
hereto.

    


    24.   Time of
Essence: Time shall be of the essence with respect to the obligations of
the parties to this Agreement.

    


    25.   Governing
Law & Forum: This Agreement shall be exclusively governed and
construed under the laws of the State of California. All litigation contemplated
under this Agreement will be held in the State of California, County of Orange
and the Parties irrevocably submit to the exclusive personal and subject matter
jurisdiction of said court.

    


    26.   Severability:
In the event any provision of this Agreement is deemed to be invalid, illegal,
or unenforceable, all other provisions of the Agreement that are not affected by
the invalidity, illegality, or unenforceability shall remain in full force and
effect.

    


    27.   Remedies:
The Parties acknowledge that breach of this Agreement would cause irreparable
damage and harm and that, in addition to other remedies, the non-breaching Party
is entitled to injunctive relief in the form of a temporary restraining order,
an injunction or other equitable relief to prevent any such breach.

    


    28.   Further
Assurances: The Parties shall cooperate as either Party requests from
time to time in providing information either Party requests, providing truthful
testimony in litigation, assisting in audits and investigations, recalling past
actions taken, and executing further instruments and documents to further
confirm the transactions provided for in this Agreement. The Parties further
covenant and agree that they will execute such other and further instruments and
documents as are or may become reasonably necessary or convenient to effectuate
and carry out the purposes of this Agreement.

     

     

    
      
         

      

      
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    COMPANY

     

    Datascension,
Inc

     

    
      	Dated:      9/27/2006    
      	By: 
      /s/ Scott
      Kincer                        
      
	 	Scott
    Kincer
	 	CEO


    

     

     

    CLIENT

     

    Consumer
Loyalty Group, Inc.

    
    

     

    
      	Dated:     
      9/27/2006     	By:  /s/ Chris
      Seidel                       
      
	 	Chris
    Seidel
	 	President


    

     

    


                                                          

    
      
         

      

      
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