SERVICES AGREEMENT









Exhibit

10.2




 




SERVICES AGREEMENT




 




This Services Agreement

(this “Agreement”)

is made between GlobalSCAPE, Inc., a Delaware corporation (“GS)”

and ATSI Communications Inc., a Delaware corporation (“ATSI”), effective this 11 day

of June, 2002 (the “Effective Date”).




 




1.                                      Prepaid Services.  During the Initial Term of this Agreement

ATSI shall provide the following services for GS consistent with past

practices  (the “Prepaid Services”):




 




                                                a.  investor relations;




 




                                                b.  payroll and benefits administration;




 




c.  accounting support, including use of shared accounting platform;




 




d.  casualty and liability insurance procurement, including

solicitation, negotiation and administration, and premium payments;




 




e.  directors and officers insurance procurement, including solicitation,

negotiation, administration, and premium payments through March 11, 2003, and

beyond if cost beneficial;




 




f.  401(k) administration and contributions.




 




2.                                      Other Services.  From time to time at GS’ request, ATSI may,

but is not required to, perform services in addition to the Prepaid Services,

and from time to time at ATSI’s request GS may, but is not required to, perform

services for ATSI  (“Requested

Services”).  ATSI and GS will

establish written specifications, time frames for completion, compensation and

other issues for each item of Requested Services under this Agreement in the

form attached as Exhibit A and each such written specification shall

become an addendum to this Agreement.




 




3.                                      Fees and Expenses.   The parties agree that the value of the

Prepaid Services is $5,500 per month, but that GS shall owe ATSI no amounts as

fees in relation to the Prepaid Services for the Initial Term.  GS expenses paid by ATSI to third parties,

such as 401(k) contributions in respect of GS employees and GS’ portion of any

insurance premiums, shall be reimbursed by GS in the amount actually paid

without mark-up upon receipt of ATSI’s invoice.  Fees and expenses for Requested Services shall be as stated in

each addendum to this Agreement and shall be invoiced as provided in the

relevant addendum.  Fees and expenses

are overdue thirty days following the due date stated in the relevant

addendum.  Overdue amounts shall bear

interest at five percent (5%) per annum.




 





























 




5.  Term and

Termination.




 




(a)                                  This initial term

of this Agreement begins on the Effective Date and ends on March 11, 2003 (the

“Initial

Term”).  The Agreement shall

automatically renew at the expiration of the Initial Term for successive thirty

(30) day terms until terminated by either party on ten days advance written

notice.




 




(b)                                 GS may

terminate this Agreement at any time in its sole discretion, provided, however,

that the Agreement will remain in effect for the remaining term of any written

addendum executed pursuant to this Agreement as provided in Section 2.  GS acknowledges that if it terminates the

Agreement prior to the expiration of the Initial Term other than for Default,

as defined below, no amounts shall be due GS in relation to Prepaid Services

not performed after the effective date of termination.  ATSI may terminate this Agreement at any

time in its sole discretion on ten (10) days’ advance notice, provided,

however, that if ATSI terminates the Agreement other than for Default prior to

the expiration of the Initial Term, it shall pay GS a lump sum of $5500.00

times the number of partial and full calendar months remaining until the

expiration of the Initial Term; and, provided, that the Agreement will remain

in effect for the remaining term of any written addendum executed pursuant to this

Agreement as provided in Section 2.




 




(c)                                  A party shall

be in “Default” if that party fails to perform its material obligations under

this Agreement and fails to cure the breach within fourteen (14) days of a

written notice describing the breach in reasonable detail, or (ii) that party

admits insolvency, makes an assignment for the benefit of its creditors, files

for bankruptcy or similar protection, is unable to pay debts as they become

due, has a trustee or receiver appointed over all or a substantial portion of

its assets, or enters into an agreement for the extension or readjustment of

all or substantially all of its obligations. 

Termination shall be effective as of the date stated in a written notice

delivered by the terminating party. 

Upon termination, each party shall return the other party’s Confidential

Information.




 




4.                                      Limitation of Damages.      NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY

KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE

DILIGENCE, ARISING IN CONNECTION WITH THIS AGREEMENT.  The parties agree that the aggregate damages

of the parties in connection with any claims or causes of action arising under

or in connection with this Agreement will be limited as follows:




 




(a)                                  for ATSI’s

failure to perform the Prepaid Services: $50,000.00.




 




                                                (b)                                 All other

damages:  amounts due and unpaid

pursuant to this Agreement.




 




5.                                      Confidentiality.  The following information is “Confidential

Information”: (a) any information related to a party’s assets,

liabilities, financial results, business strategies, plans or operations, (b)

proprietary information, technology or know-how of either party; and (c) either

party’s customers, vendors, contractors, suppliers and personnel; but excluding

any information which is or becomes generally available to the public other

than through breach of this Agreement, or violation of law or other

agreement.  Each 




 




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party agrees not to disclose the other’s

Confidential Information to any third party except to its agents and

representatives who need to know the information to represent or advise it with

respect to the subject matter of this Agreement, or to use the Confidential

Information for any purpose other than its performance of this Agreement;

provided, however, that a party will not be liable for disclosure of the other

party’s Confidential Information if it is required by law or regulation to be

disclosed, and the disclosing party gives advance written notice of the

disclosure to the other party at the earliest possible time and limits the

disclosure to fewest number of people practicable.  Each party agrees to use at least a reasonable degree of care to

protect the other party’s Confidential Information.




 




6.                                      Notices.   Notices under this Agreement must be in

writing and may be given (i) by hand deliver or (ii) by facsimile followed by a

copy delivered by 1st Class U.S. Mail to the following address, or

other address provided by three days’ advance notice given in accordance with

this section:




 




	

  ATSI:


  	

   


  	

  ATSI Communications, Inc.


  
	

   


  	

   


  	

  6000 Northwest Parkway,

  Suite 110


  
	

   


  	

   


  	

  San Antonio, Texas 78249


  
	

   


  	

   


  	

  (210) 547-1001 facsimile


  
	

   


  	

   


  	

  Attention:  Chief Executive Officer


  
	

   


  	

   


  	

   


  
	

  GS:


  	

   


  	

  GlobalSCAPE, Inc.


  
	

   


  	

   


  	

  6000 Northwest Parkway,

  Suite 101


  
	

   


  	

   


  	

  San Antonio, Texas  78249


  
	

   


  	

   


  	

  (210) 690-8824 facsimile


  
	

   


  	

   


  	

  Attention:  Chief Executive Officer


  





 




Notices will be deemed given, delivered and

effective as of the time of actual delivery if delivered by hand or the time

shown on the confirmation sheet generated by the sending facsimile machine.




 




7.                                      Miscellaneous.




 




(a)                                  This Agreement

constitutes the final and complete agreement of the parties with respect to its

subject matter, and supercedes any prior agreements, discussions or

understandings, written or oral.




 




(b)                                  This Agreement

may be modified only by a written document that refers specifically to this

Agreement and is signed by both parties.




 




(c)                                  A party’s

failure or delay in enforcing any provision of this Agreement will not be

deemed a waiver of that party’s rights with respect to that provision or any

other provision of this Agreement.  A

party’s waiver of any of its rights under this Agreement is not a waiver of any

of its other 




 




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                                                rights with

respect to a prior, contemporaneous or future occurrence, whether similar in

nature or not.




 




(d)                                  This Agreement

may be executed in counterparts, which together will be deemed an original.




 




(e)                                  This Agreement

shall be binding upon and inure to the benefit of the successors and assigns of

the parties hereto.  Neither party may

assign this Agreement without the prior written consent of the other, which

shall not be unreasonably withheld.




 




(f)                                    If any

provision of this Agreement is determined by a court of competent jurisdiction

to be invalid or unenforceable, such determination shall not affect the

validity or enforceability of any other part or provision of this Agreement,

unless such invalidity shall have deprived a party of substantially all of the

consideration such party was to receive hereunder.




 




(g)                                 The terms of

this Agreement that by their nature are intended to survive the termination of

this Agreement (such as confidentiality, payment) will survive the termination

of this Agreement.




 




SIGNATURES APPEAR ON FOLLOWING

PAGE




 




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                                                IN WITNESS

WHEREOF, the parties have executed this Agreement as of the date first written

above.




 




 




	

  ATSI COMMUNICATIONS, INC.


  	

  GLOBALSCAPE, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Stephen M. Wagner


  	

   


  	

  By:


  	

  /s/ Tim Nicolaou


  	

   


  
	

   


  	

  Stephen M. Wagner


  	

   


  	

  Tim Nicolaou


  
	

   


  	

  President and


  	

   


  	

  Chief Executive Officer


  
	

   


  	

  Chief Operating Officer


  	

   


  
						





 




5





























 




Exhibit A




Form of Addendum




 




 




Services to be performed under that Services Agreement

between GlobalSCAPE, Inc. and GlobalSCAPE, Inc. dated effective June 11, 2002.




 




 




Party Performing Services:




 




 




Services:




 




 




 




 




 




Completion Time:




 




 




 




Fees:




 




 




 




Expenses:




 




 




Due Date for Fees and Expenses:




 




 




 




 




	

  ATSI COMMUNICATIONS, INC.


  	

  GLOBALSCAPE, INC.


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  	

  Name:


  	

   


  	 

	

   


  	

  Title:


  	

   


  	

   


  	

  Title:


  	

   


  	 

								





 




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