1
OPTION AGREEMENT FOR EUROPEAN ECONOMIC
COMMUNITY
BETWEEN:
XXXXXXXXX.XXX, LTD., a public company listed on the NASDAQ Bulletin
Board
OF THE FIRST PART
(hereinafter referred to as the "Optionor")
AND:
GREENCHIP INVESTMENTS PLC, a public company listed on the London UK
OFEX exchange
OF THE SECOND PART
(hereinafter referred to as the "Optionee")
WHEREAS:
1. Optionor is the owner and holder of certain technology and proprietary
intellectual property, including, without limitation, copyrights, patents,
trademarks, trade secrets, business plans and know how relating to products and
services which combine as a software system. This system gives exposure to
internet websites and their products and services through an automated
multi-tiered system of tracking and marketing whereby agents receive commissions
based on responses created by forwarding vendor email advertisements to friends,
acquaintances and business associates. ("Confidential Information").
2. The Management of Optionee has international experience in financing,
managing, operating and controlling both private and public companies.
3. The Optionor is desirous of granting and the Optionee is desirous of
receiving the option as set out herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of $1.00 (the
receipt and sufficiency whereof is hereby confirmed by the parties), the
premises and the mutual covenants and agreements set forth herein, the parties
hereto covenant and agree as follows:
2
2
1. OPTION
1.1 The Optionor hereby agrees to grant to Optionee the sole and exclusive
option (the "European Economic Community Option") whereby the Optionee will be
granted by Optionor the exclusive licence for the European Economic Community,
to use and distribute all products and technology developed by the Optionor,
subject to the following clauses, 1.2 and 1.3.
1.2 Such European Economic Community Option will be granted immediately
following successful finalization and implementation of the exclusive licence
for the United Kingdom. BETWEEN Optionor and Optionee, to use and distribute all
products and technology developed by the Optionor. ("Licence Agreement").
1.3 The terms and conditions of the European Economic Community Licence
Agreement will be those which are subsequently agreed to between the Optionor
and Optionee. There is no obligation created herein on either party to conclude
a Licence Agreement with the other.
2. EXERCISE OF OPTION
The European Economic Community Option shall be open for exercise by
the Optionee at any time up to six months after the European Economic Community
Option Agreement becomes effective, [by way of clause 1.2], or such later date
as shall be mutually agreed upon by both parties ("European Economic Community
Option Period")
3. RIGHT OF FIRST REFUSAL
In the event that during the European Economic Community Option Period,
a third party wishes to negotiate with Optionor for licence agreement for any or
all territories within the European Economic Community, the Optionor may enter
into such negotiations. If the third party has made an offer which the Optionor
wishes to accept, the Optionor must first secure from such third party a bona
fide offer (the "Offer"), which Optionor is ready and willing to accept and
shall immediately send a copy of such Offer (the "Offering Notice") to the
Optionee. The Optionee shall have thirty (30) days from the date the Offering
Notice is given, to agree by notice to the Optionor that the Optionee will enter
into a licence agreement upon terms and conditions agreeable to the Optionor. If
mutually agreeable terms cannot be reached, the Optionor is free to reach an
agreement with the third party.
3
3
4. CONFIDENTIALITY
The Optionor has furnished and will continue to furnish the Optionee
with Confidential Information and it is understood and agreed that the
disclosure of such information may be detrimental to the interests of the
Optionor. Optionee will keep any and all Confidential Information completely
confidential and will not disclose same to any person or body corporate or
unincorporated without the Optionor's prior written permission. This obligation
shall survive the termination of this Agreement and Optionee shall within Forty
Eight, (48) hours of the written notice of the Company return all copies of any
written Confidential Information in Optionee's possession. The covenants
contained in this paragraph 4 will not apply to Confidential Information which
is in the public domain prior to the time it is disclosed by Optionee or which
is previously known to the third party to which it is being divulged.
5. BINDING EFFECT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all previous
expectations, understandings, communications, representations and agreements
whether verbal or written between the parties with respect to the subject matter
hereof.
7. ASSIGNMENT
The Optionee may assign or transfer any of its respective rights to any third
party controlled by the Optionee without the consent of the Optionor. However,
the Optionee may only assign or transfer any of its respective rights to any
other third party with the consent of the Optionor, which consent shall not be
unreasonably withheld.
8. AMENDMENT
No amendment to this Agreement shall be valid unless it is evidenced by a
written agreement executed by all of the parties hereto.
4
4
9. CHOICE OF LAW
This Agreement shall be governed by and be interpreted in accordance with
the laws of the Province of British Columbia.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.
GREENCHIP INVESTMENTS PLC.
/s/ XXX XXXXX
Xxx Xxxxx: Authorized Signatory
XXXXXXXXX.XXX, LTD.
/s/ XXX XXXXX
Xxx Xxxxx. Authorized Signatory
OCEANIC MANAGEMENT LIMITED has prepared and approved the above Option
Agreement.
/s/ XXXXX XXX
Xxxxx Xxx: Authorized Signatory
