EXHIBIT 10.2
AGREEMENT
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THIS AGREEMENT is made and entered into this _____ day of _________________, by
and between GeoAlert, Inc. an Ohio liability company, with its principal place
of business at 000 Xxxx Xxxxxx Xxxx - Xxxxx 000, Xxxxx, Xxxx 00000 (hereinafter
"service company") and EACH ENTITY LISTED IN AMMENDUM "A", (each hereinafter
referred to as "customer").
In consideration of the mutual covenants below, and other good and valuable
consideration, the parties agree as fallows:
SECTION 1
TERM
This agreement shall become effective on August 1, ___________ (the effective
date), and continue thereafter unless terminated as provided herein.
The parties agree that either may terminate the agreement by providing to the
other at least sixty (60) days written notice prior to any anniversary of the
effective date.
The parties agree that should customer terminate the agreement, it shall
not be entitled to any peroration and/or reimbursement.
SECTION 2
COMPENSATION
For the term of this agreement, the customer agrees to compensate Service
Company as specified in Addendum "B", attached. Said compensation shall be
paid on or before August 1, __________ or within ______ ( ) days from the
date upon which this agreement was fully executed. Customer's outstanding unpaid
balances shall be subject to a finance charge of 1-1/2% per month until paid in
full (or such lower rate as may be the maximum permitted by law). Customer shall
also pay Service Company's cost of collection (including reasonable attorney's
fees) .
SECTION 3
RESPONSIBILITIES
Service Company
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Service Company shall be responsible for providing the following:
1. An Alert Service System, as defined herein, on-line 24 hours a day and 365
days a year;
2. System identification, verification, instructions, mailings and media
participation lists to all schools and non-profit organizations;
3. Services as specified in Addendum "C", attached, utilizing the
aforementioned system;
4. No-Cost services to schools and non-profit organizations within contracted
area;
5. Delivery of the Alert Services text files to the customers system.
Customer
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Customer shall be responsible for providing the following:
1. Designation of counties/ areas it chooses to serve;
2. Determination of times and methods for presentation of alert services.
3. A cut sheet logo for inclusion in Service Company mailings;
4. Any other items that appear on addenda that are specifically exclusive to
the services contracted by customer;
SECTION 4
WARRANTY AND WARRANTY LIMITATIONS
Service Company warrants that services provided hereunder will be performed in a
workmanlike manner and will substantially conform to the agreed to
specifications at the time of performance. Customer acknowledges that Service
Company acts as a distributor of information obtained from third parties and as
such does not warrant the contents of this information. Service Company makes no
other warranty, express or implied, with respect to items or services. SERVICE
COMPANY DISCLAMES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO (A) THE
MERCHANTABILITY OF PRODUCTS, (B) THE FITNESS OF PRODUCTS FOR ANY PARTICULAR
PERPOUS OR USE OF CUSTOMER, (C) WHETHER THE USE OF THE ITEMS OR SERVICES SHALL
BE UNINTERUPTED OR ERROR FREE, (D) ARISING BY ANY COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE, (E) NONINFRINGEMENT OR (F) TITLE TO SOFTWARE.
SECTION 5
RESTRICTIONS
Customer shall not disclose, copy, reproduce or duplicate any "Confidential
Information" or "Trade Secrets" for its use, or for the use of any other person
or entity, during the term of this agreement or any time thereafter. All
"Confidential Information" and "trade Secrets" shall remain the sole property of
Service Company, For purposes of this agreement, "Confidential Information"
shall be defined as any and all reports, information or data, whether oral,
written, typed, printed, drawn, photographed or including but not limited to
reports, information or data relating to Service Company's business, personnel,
price lists, customers, operations, strategies; confidential information also
includes any (1) Trade Secrets learned by customer directly from customers
relationship with service company and (2) any information divulged to customer
from Service Company and designed as confidential by Service Company. Also, for
purposes of this agreement, "Trade Secrets" shall be defined as the whole or any
portion or phrase of any mechanical information, design, device, idea, process,
procedure, or formula divulged in its completed form to customer by Service
Company; any computer software or programs developed by Service Company and
consequently divulged to customer.
SECTION 6
LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES
IN NO EVENT SHALL SERVICE COMPANY'S LIABLITY ARISING IN CONNECTION WITH OR UNDER
THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT,
MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABLITY OR ANY OTHER
THEORY OF LAW) EXCEED THE PURCHASE PRICE OF PRODUCTS FOR THE INDIVIDUAL
CUSTOMER. CUSTOMER SHALL IN NO EVENT BE ENTITLED TO, AND SERVICE COMPANY SHALL
NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
NATURE, INCLUDING, BUT NOT LIMITED TO, TO LOSS OF PROFIT, PROMOTIONAL EXPENSES,
OVERHEAD, INJURY TO REPUTATION AND/OR LOSS OF CUSTOMERS OR DATA.
SECTION 7
INTELLECTUAL PROPERTY
Service Company shall not have any liability or obligation in connection with
any claims of infringement to any patent, trademark, copyright, trade secret or
other proprietary right or information.
SECTION 8
MISCELLANEOUS
Any failure by any of the parties hereto to comply with any of the obligations,
agreements or conditions set forth herein may be waived by the other party or
parties, provided however, that any such waiver shall not be deemed a waiver of
any other obligation, agreement or condition contained herein.
This agreement sets forth the entire understanding and agreement between the
parties with reference to the subject matter hereof and may not be altered,
amended, modified or terminated verbally. This agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof,
and supersedes all prior negotiations, discussions, writings and agreements
between them.
All the terms, provisions and conditions of this agreement by or for the benefit
of the parties shall be binding upon and inure to the benefit of the parties and
their respective heirs, administrators, executors, successors and assigns.
This agreement shall be construed in accordance with the laws of the state of
Ohio without giving effect to the principals of conflicts of laws.
In case any one or more provisions contained in this agreement shall for any
reason be held invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceable shall not affect any other provision
hereof, and this agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
Words of any gender used in this agreement shall be held and construed to
include any other gender, and words in the singular shall be held to include the
plural, and vise versa, unless the context requires otherwise.
The descriptive headings used herein are for convenience only and are not
intended to necessarily refer to the matter in sections which precede or follow
them, and have no affect whatsoever in determining the rights or obligations of
the parties.
The agreement may be executed in counterparts which, when assembled, shall
constitute one and the same agreement.
IN WITNESSES WHEREOF, the parties hereto, intending to be legally binding
hereby, have caused this agreement to be duly executed by their respective
officer or agent there unto as of this date first written above.
GeoAlert, Inc.
000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxx 00000. _________________________________
By:________________________________ _________________________________
Its: ______________________________ Its: ___________________________
Date: _____________________________ Date: ___________________________
Addendum "A"
Addendum "B"
Addendum "C"
GeoGET -
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Description - Hyper Text Transfer Protocol - Using a non-interactive (`batch
mode') browser application- such as GeoGET. A windows server or
workstation can be configured to periodically check for and retrieve
data files from the GeoAlert Server. These files would become
available whenever there was a change in the status of a school or
sports score to report within your defined media coverage region.
Requirements -
. A Client workstation or server running windows 9x, XX,
0000;
. A constant internet connection (Broadband or Corporate
LAN);
. Installation of the GeoAlert Client application.
(Supplied by GeoAlert)
FTP -
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Description - With FTP (file transfer protocol) the GeoAlert server would
automatically deposit the data files onto your local server whenever
there was a change in the status of a school or a score to report
within your defined media coverage region.
Requirements -
. Constant Internet connection (Broadband or Corporate
LAN);
. Static visible IP Address for your FTP Server;
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. FTP Server software running on the server or workstation
you wish to have us connected to;
. An FTP account (Username/Password) set up on the server
or workstation running the FTP Server Program.
DD -
--
Description - The DD (Direct Data) approach utilizes a direct dial up connection
between the GeoAlert server and your server or client workstation.
Once a connection is established the files are transferred using the
Z-Modem file transfer protocol. The GeoAlert server would
automatically deposit the data files onto your local server or client
work station whenever there was a change in the status of a school or
a score to report within your defined media coverage region. Note:
This method of delivery is much less efficient and is subject to
modem problems.
Requirements -
. A client workstation or server running windows 9x, XX,
0000;
. A dedicated analog telephone line to accept the dial up
calls;
. A modem configured for auto answer;
. Installation of the ProComm Plus file transfer program.
EMAIL -
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Description - With the email option the GeoAlert server would automatically
email the data files to the specified email address whenever there
was a change in the status of a school or a score to report within
your defined media coverage region.
Requirements -
. A client workstation or server running windows 9x, XX,
0000;
. A constant connection (Broadband or corporate LAN);
. A standard email client capable of automatically checking
for email from your local mail server.
Addendum "C" continued:
WEB CAS (Closing Alert Service) -
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Description - The media participants who offer School Closing Alerts on their
media website (CAS Alerts). The web viewer would see the media
masthead and the GeoAlert reports, whenever there was a change in the
status of a school or a score to report within your defined media
coverage region. GeoAlert requires that the media participant create
a link from their corporate web site into the GeoAlert CAS page.
Media participants will have their own individual version of this
reporting page. GeoAlert will provide the URL to be used to access
this portion of the GeoAlert Web Site.
Requirements -
. The Media Participant must already have an existing Web
Site;
. It will be the Media Participant's responsibility to have
the supplied GeoAlert CAS page URL link added to their
web site.
. The media Participant's masthead must be loaded as the
top document in the browser, or alternatively opened in a
new browser window.
. Media Participant can optionally provide GeoAlert with
their corporate "Masthead" to be used on the CAS
reporting page.
. It is the Media Participants responsibility to provide
this masthead in the form of an HTML document and
associated images.
. The Masthead must not exceed a physical size of 760
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pixels in width x 100 pixels in height.
WEB PAS (Personal Alert Service) -
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Description - For those media participants who have elected to offer Personal
Alert Service to their customers, GeoAlert requires that the media
participant create a link from their corporate web site into the
GeoAlert PAS sign-up page. Media participants will have their own
individual version of this sign up page. GeoAlert will provide the
URL to be used to access the sign-up portion of the GeoAlert Web
Site. The sign-up URL will be a secure URL and such cannot be loaded
into a frame set.
Requirements -
. The Media Participant must already have an existing Web
Site;
. It will be the Media Participant's responsibility to have
the supplied PAS sign up URL link added to their web
site.
. The PAS Signup URL must not be loaded into an HTML Frame
Set. It must be loaded as the top document in the
browser, or alternatively opened in a new browser window.
(This is because the URL provided will be a secure URL on
the GeoAlert server, and the client must be able to see
the "Lock" icon in the browser status bar.)
. Media Participant can optionally provide GeoAlert with
their corporate "Masthead" to be used on the PAS Signup
Page.
. It is the Media Participants responsibility to provide
this masthead in the form of an HTML document and
associated images.
. The Masthead must not exceed a physical size of 760
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pixels in width x 100 pixels in height. The Masthead
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cannot contain a frame set.
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