Agreement (the "Agreement") dated December 17, 1998, by and between Alpha
Communications Corp., an Ontario corporation with a principal place of business
at 000 Xxxxx Xxxxxx Xxxx, Xxxxx #000, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 ("ACC"),
and AlphaCom Corporation, a Delaware corporation with a principal place of
business at 00 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 ("AlphaCom"). ACC and AlphaCom
may hereinafter be referred to collectively as "Parties" and individually as a
"Party."
Intending to be legally bound, and in consideration of the mutual
covenants set forth herein, the Parties agree as follows:
1 Acknowledgments.
1.1 ACC a publicly traded company, trading on the Alberta Stock
Exchange, operates a speciality publishing business ("Speciality Publishing") in
Canada and other international markets.
1.2 AlphaCom a wholly-owned subsidiary of ACC, was incorporated in
January 1998 for the express purpose of assembling the capital and management
resources required to duplicate the strategy of ACC with regard to Speciality
Publishing in the United States marketplace.
2 Purpose of Agreement. For good consideration, the sufficiency of
which is hereby acknowledged, the Parties hereby expressly agree as follows:
2.1 ACC shall License all of its methods of doing business, proprietary
information, and trademarks, if any, for use by AlphaCom in the United States.
ACC shall further provide AlphaCom with consulting, managerial assistance, and
marketing assistance.
2.2 ACC expressly acknowledges and agrees that it shall not directly or
indirectly through any other person, firm or corporation be engaged or compete
with AlphaCom in Speciality Publishing in the United States. ACC further
expressly acknowledges and agrees that all Speciality Publishing in the United
States shall be conducted by AlphaCom.
2.3 ACC expressly acknowledges and agrees that it shall deliver to
AlphaCom, on an on going basis, all sales leads and other marketing information
in, or any time during the term hereof coming into, ACC's possession that may
reasonably lead to potential Speciality Publishing opportunities for AlphaCom in
the United States.
2.4 AlphaCom expressly acknowledges and agrees that it shall not
directly or indirectly through any other person, firm or corporation be engaged
or compete with ACC in the Speciality Publishing in countries other than the
United States. AlphaCom further expressly acknowledges and agrees that all
Speciality Publishing in countries other than the United States shall be
conducted by ACC.
2.5 AlphaCom expressly acknowledges and agrees that it shall deliver to
ACC, on an on going basis, all sales leads and other marketing information in,
or any time during the term hereof coming into, AlphaCom's possession that may
reasonably lead to potential Speciality Publishing opportunities for ACC in
countries other than the United States.
3 Miscellaneous.
3.1 No Assignment. Either Party shall not, without the written consent
of the other Party, assign or transfer its rights or obligations hereunder to
another company or person.
3.2 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and will become
effective when one or more counterparts have been signed by the Parties hereto
and delivered to the other Parties. Facsimile signatures will be deemed
originals for purposes of the execution of this Agreement.
3.3 Notices. Any notice required or permitted to be given hereunder
shall be in writing and shall be: (i) delivered personally; or (ii) sent by
prepaid courier service or by registered or certified mail or the equivalent and
also sent prepaid by telecopier, telex or other similar means of electronic
1
communication; or (iii) sent prepaid by telecopier, telex or other similar means
of electronic communication (confirmed on the same or following day by prepaid
registered or certified mail or the equivalent or by courier), addressed to the
Parties as shown on page one of this Agreement or at such address as may be
designated by the Parties in writing. Any notice so given shall be deemed
conclusively to have been given, and received when so personally delivered or
sent by mail, or when received if by telex, telecopier or other electronic
communication or by courier.
3.4 Waiver. The delay or failure of any right provided herein shall in
no way affect its rights at a later time to enforce that right or any other
rights under this Agreement. No waiver shall be effective unless in writing
signed by the waiving Party.
3.5 Entire Agreement. This Agreement constitutes the complete,
exclusive and final understanding between the two Parties with respect to the
Agreement and supersedes any and all prior negotiations, correspondence,
understandings and agreements, whether oral or written, between the Parties
respecting the subject matter hereof.
3.6 Amendment. No modification of this Agreement will be
effective unless it is made in writing and is signed by the Parties hereto.
3.7 Governing Law. This Agreement shall be construed under the laws of
the State of New York.
IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement and caused the same to be delivered on their behalf as of the date
first above written.
Alpha Communications Corp. AlphaCom Corporation
\s\ Xxxxxxx X. Xxxxx \s\ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx, its President By: Xxxxxxx X. Xxxxx, its President
