NON-EXCLUSIVE LICENSE AGREEMENT
This License Agreement ("Agreement") is made and entered into on this
___day of November by and between Xxxxxx X. Xxxxxx, III ("Licensor") and
SwiftyNet,com, Inc. ("Licensee").
PREAMBLE
WHEREAS, Licensor is an individual with offices at 0000 Xxxxxx Xxx, Xxxxx
X-0, Xxx Xxxxx, Xxxxxxxxxx 00000: and
WHEREAS, Licensee is a Florida corporation in good standing with offices at
000 Xxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000; and
WHEREAS, Licensor is the owner of or has the right to license certain
valuable software which, among other things, performs the function of a
sophisticated search engine, more particularly described as keyword biddable
search engine ("the Licensed Software"); and
WHEREAS, Licensor has experience in the operation of the Licensed Software
and;
WHEREAS, Licensor desires to license the Licensed Software to Licenses to
Licensee and Licensee desires to license the Licensed Software from Licenser.
NOW THEREFORE, in consideration of the foregoing, of the mutual agreements
and promises set forth herein, and for other good and valuable consideration the
receipt and sufficiency of which is acknowledge Licensor and Licensee, intending
to be legally bound, agree as follows:
1. License: Subject to the terms and conditions contained in the Agreement,
upon execution of this Agreement Licensor does hereby grant to Licensee, and
Licensee hereby accepts the non-exclusive license for the use of the Licensed
Software within the territory provided for in paragraph 2 hereof.
2. Territory: The territory is world wide.
3. Use of Software: The Licensed Software shall be used by Licensee in
connection with Licensee's present business and any related business which
Licensee shall hereinafter commence.
4. Term: The term of this Agreement shall be ten (10) years commencing on
December 1, 2000 and ending on November 30, 2010. Thereafter, this Agreement
shall be automatically renewed from year to year unless Licensee gives notice in
writing of its intent not to renew the license for an additional term and such
notice is given not less than 120 days prior to the end of the term of this
Agreement.
5. Maintenance of Licensed Software: Licensee shall not make any permanent
changes, additions, modifications or alterations (collectively "changes") to the
Licensed Software without the prior written consent of Licensor. Any changes
made by Licensee shall become the property of Licensor and following the
termination of this License Licensee shall have no further right to use such
changes. For a period of six (6) months following execution of this Agreement
Licensor shall render maintenance and support services to Licensee in connection
with implementation and use of the Licensed Software.
6. Consideration: In consideration for the grant of this non-exclusive
license, Licensee shall forthwith issue one million, four hundred and thirty
thousand (1,430,000) of its common shares as directed by Licensor. Licensor
acknowledges that such shares has not been registered and are restricted from
any transfer by Licensor except pursuant to an applicable exemption or effective
registration statement. Licensee agrees that Licensor shall have "piggy back
rights" allowing the aforesaid shares, or any part thereof as determined by
Licensor, to be included in any registration statement which Licenses files
following the date of execution of this Agreement or which has not yet become
effective as of the date of execution of this Agreement.
7. Licenser's Warranties: Licensor warrants that it has the right to enter
into this Agreement and to license the Licensed Software to License as provided
herein.
8. Licensee's Warranties: Licensee warrants that it is lawfully able to the
shares referred to in paragraph 6 hereof and that other than the lack of
registration there are no liens, restrictions, or limitations upon the issuance
of said shares or the shares themselves.
9. Failure to Lawfully Issue Shares: In the event Licensee shall not be
able to transfer the shares referred to in paragraph 6 to Licensor then this
license shall forthwith terminate and Licensee shall have no further right to
use the Licensed Software or any portion thereof.
10. Miscellaneous Provisions: a. Enforceability: If any term or condition
of this Agreement shall be found, by a court of competent jurisdiction, to be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to the extent or in such
application which is held to be invalid or unenforceable shall not be affected
thereby and each and every term and condition of this Agreement shall be valid
and enforced to the fullest extent and in the broadest application permitted by
law. Notwithstanding the foregoing, in the event such term or condition held to
be invalid or unenforceable shall render the purpose or intent of this Agreement
to be materially impaired then this Agreement may be terminated by either party
upon ten (10) days written notice to the other party.
b. Notice: All notice or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be made by; (i)
certified mail, return receipt requested; (ii) Federal Express, Express Mail, or
similar overnight delivery or courier service; or (iii) delivery (in person or
by facsimile or similar telecommunication transmission) to the party to whom it
is to be given, to the address appearing elsewhere in this Agreement or to such
other address as any party hereto may have designated by written notice
forwarded to the other party in accordance with the provisions of this Section.
Any notice or other communication given by certified mail shall be deemed given
at the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section shall be deemed given at the time
of receipt thereof.
c. Application of Florida Law: This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Florida. Venue shall be deemed located in Hillsborough,
Florida.
d. Counterparts: This Agreement may be executed by any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
e. Binding Effect: Each of the provisions and agreements herein contained
shall be binding upon and inure to the benefit of the personal representatives,
devisees, heirs, successors, transferees and assigns of the respective parties
hereto.
f. Jurisdiction: The parties agree that, irrespective of any wording that
might be construed to be in conflict with this paragraph, this Agreement is one
for performance in Florida. The parties to this Agreement agree that they waive
any objection, constitutional, statutory otherwise, to a Florida court's taking
jurisdiction of any dispute between them. By entering into this Agreement, the
parties, and each of them understand that they might be called upon to answer a
claim asserted in a Florida court.
g. Waiver: No waiver of any provision of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor
shall be waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
h. Entire Agreement This Agreement constitutes the entire Agreement between
the parties pertaining to its subject matter, and it supersedes all prior
contemporaneous agreement, representations, and understandings of the parties.
No supplement, modifications, or amendment of this Agreement shall be binding
unless executed in writing by all parties.
i. Authority and Binding Effect: Each of the undersigned do hereby warrant
and represent that they have been duly authorized to enter to this Agreement on
behalf of their respective companies.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date first stated above.
XxxxxxXxx.xxx.,Inc. Licensor
By:/s/Xxxxxx Xxxxxx By: /s/Xxxxxx X. Xxxxxx, III
____________________ ______________________________
Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx, III
President
