PROFESSIONAL SERVICES CONTRACTUAL AGREEMENT

THIS PROFESSIONAL SERVICES CONTRACTUAL AGREEMENT (hereafter Agreement) is made by and between Acme Voice Mail, LLC AKA Universal Number (also referred to as "UN") and Independent Sales Rep Logging on above (also referred to as “ISR”).

FOR CONSIDERATION of the mutual promises and covenants contained in this Agreement, the UN and ISR agree as follows:

PROFESSIONAL SERVICES:
ISR agrees to provide the following services (hereafter also referred to as Professional Services): Independent Sales and Marketing Services for UN.

COMPENSATION AND PAYMENT
The UN agrees to pay ISR for the Professional Services referenced above in accordance with the rates and provisions set forth below:
ISR will be paid a percentage of all collected funds excluding any Federal, State, Local, Municipal, Sales, Taxes or surcharges.  Said percentage will be mutually agreed upon.

Based solely on the ISRs efforts to perform and collect on the sale of UN.  Payments will be made by UN on or before the tenth day of the month encomposing collected sales as stated above for the previous month.

ISR will be paid on all money collected on every account ISR sells for the life of the client with Universal Number.  So if a client stays with UN for three years you will receive a commission check every month for three years as long as UN receives payment for the services it renders minus any taxes or surcharges.

The commission due must be greater than $25 for a check to be cut.  If the commission for any given month is below this minimum then commisson will roll-over to the next month until the commission amout is greater than $25.

EXAMPLE OF PAYMENT
ISR sells customer a $10 Universal Number with $3.99 fax service on July 1 in Texas with a sales tax rate of 8.25%.
Customer pays first bill on July 10 of $13.99 plus $1.15 sales tax. On August 10 a commission check of $2.10 ($13.99 * 15%) is sent to the ISR.   If agreed upon commission rate is 15%.

PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION
ISR agrees to hold in trust and confidence any confidential and proprietary information or data relating to UN business and shall not disseminate or disclose such confidential information to any individual or entity, except ISR’s employees performing services hereunder (who shall be under a duty of confidentiality), and any other individuals specifically permitted in each instance by the UN.

With respect to any confidential information, the ISR’s obligations of nondisclosure set forth above shall continue to apply to such information for as long after this Agreement expires or terminates, as such information remains confidential.

An item will not be considered confidential information or a trade secret of the UN if it is:
In the public domain prior to disclosure to ISR or subsequent to such disclosure but through no fault of ISR; or Obtained from a third party not subject to a duty of confidentiality.

ISR agrees that any computer programs, software, documentation, copyrightable work, discoveries, inventions, improvements, or other deliverables (hereinafter “Work”) developed by ISR solely, or with others, resulting from the performance of ISR’s responsibilities and obligations pursuant to this Agreement are the property of the UN. If for any reason the Work would not be considered a work made for hire under applicable law, for the consideration included herein, ISR does hereby sell, assign, and transfer to the UN, its successors and assigns, the entire right, title and interest in and to the Work, including but not limited to exclusive rights to reproduce, distribute, prepare derivative works, display and perform the Work. ISR agrees to provide whatever assistance is necessary for the UN to preserve its commercial interest including, but not limited to, the filing of patent and copyright protection. This provision shall survive expiration and termination of this Agreement.

TERMINATION
The UN may terminate this Agreement, upon ten (10) days written notification, without penalty to the UN, should the ISR fail to carry out its provisions or fail to provide services acceptable to the UN.  The ISR may terminate this agreement at any time without any cause or penalty.

REMEDIES UPON DEFAULT
In any case where the ISR fails in whole or in part to substantially perform its obligations or has delivered nonconforming services, the UN shall provide a Cure notice. If after notice the ISR continues to be in default, the UN may terminate this agreement immediately. The UN shall only be obligated to compensate the ISR for compliant services performed prior to notice of termination.

INDEPENDENT ISR STATUS
ISR agrees that the relationship between ISR and UN is that of an independent contractor for employment tax purposes. ISR shall be solely responsible for self-employment income or any other taxes relating to payments under this agreement including those of any employees. ISR shall be solely responsible for liability, disability and health insurance coverage.

LAWS
Terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Texas, and any and all litigation or actions commenced in connection with this Agreement shall be instituted in the appropriate courts in the State of Texas.

COMPLIANCE WITH LAWS
ISR agrees that during the duration of this Agreement and as a condition of the UN's duty to perform under the terms of this Agreement, that ISR will be in compliance with all applicable laws and regulations of the state and federal government, including, but not limited to, Equal Employment Opportunity provisions, Occupational Health and Safety Act, records retention, audit requirements and allowable costs.

RESPONSIBILITY FOR THOSE PERFORMING WORK
The ISR shall at all times enforce strict discipline and good order among the ISR's employees and shall not employ any unfit person or anyone not skilled in the task assigned.

Incompetent or incorrigible employees shall be dismissed from the project by the ISR when so determined by the UN and such persons shall be prohibited from returning to the project without the written consent of the UN.

The ISR shall be responsible for the acts and omissions of all the ISR’s employees and all sub contractors, their employees, agents and agent’s employees, and all other persons providing services under agreement with the ISR.

IMMUNITY FROM LIABILITY
Every person who is a party to this Agreement is hereby notified and agrees that the UN is immune from liability and suit for or from ISR’s activities involving third parties and arising from this Agreement.

ASSIGNMENT
This Agreement may not be assigned or transferred by either party to this Agreement without the prior written consent of the other party.

INDEMNIFICATION
To the fullest extent permitted by law, the ISR shall defend, indemnify and hold harmless the UN, its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from (A) the material non-performance, non-compliance or breach with the terms and obligations of this Agreement or (B) bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, including the loss of use resulting there from caused in whole or in part by any negligent act or omission of the ISR or Sub contractors or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any party or person.

In any and all claims against the UN, its agents, successors, and assigns by any employee of the ISR or its Sub contractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the ISR’s indemnification obligation shall not be limited in any way by any definition or boundary on the amount or type of damages, compensation or benefits payable by or for the ISR or any Sub contractors under worker's compensation, disability benefits or other employee benefit acts.

The ISR agrees to jointly and severally indemnify and hold the UN, its agents, successors and assigns, harmless from and against all liability, loss, damage or expense, including reasonable attorney’s fees which the UN may incur or sustain by reason of the failure of the selected ISR to fully perform and comply with the terms and obligations of the Agreement.

ADVERTISING
ISR agrees it will not use the name or marks of the UN in any commercial advertising, or as a business reference, without the expressed written consent of the UN.

GENERAL
The failure of any party to strictly enforce any rights set forth in this Agreement shall in no way be construed to be a waiver of such right, nor affect the validity of this Agreement or any part hereof, or the right of the other party thereafter to enforce each and every right and provision.

ISR and UN each warrant and represent to each other that the person executing this Agreement for and on its behalf has been, and is duly authorized by all necessary and appropriate action to execute this Agreement.

SEVERABILITY
In the event any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this agreement, but this agreement shall be construed as if such invalid or unenforceable provision had never been contained.

INTERPRETATION
Words and phrases contained herein shall be interpreted and understood according to the context in which they are used. This writing constitutes the entire agreement between the parties hereto with respect to the subject matters, hereof; and no statement, representation or promise with reference to this agreement, or any purported change in the terms of this agreement, shall be binding upon either of the parties unless in writing and signed by authorized representatives of both.

HAVING READ AND UNDERSTOOD THIS AGREEMENT, the parties agree to this Agreement.