[Exhibit 10.2]
Exclusive MARKETING and SALES AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of
the 23rd day of October, 2003, by and between UniPro
Financial Services, Inc., ("UniPro") organized and existing
under the laws of the State of Florida; and MCM Systems
Corporation, ("MCM") duly organized and validly existing
under the laws of the State of Florida. Both corporate
parties maintain their principal place of business in the
County of Palm Beach, State of Florida.
WHEREAS, UniPro desires to acquire and the MCM, the developer
of a proprietary CRM system, presently known as and by
"eBroker system", (the "Product") desires to transfer the
exclusive sales and marketing rights, the "Exclusive Rights",
thereto upon the terms and subject to the conditions set
forth herein.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1. Acquisition.
Section 1. 1 Acquisition of Exclusive Rights. MCM hereby
agrees to transfer and assign to UniPro and UniPro hereby
agrees to accept same the following described "Asset", being
the Exclusive worldwide rights to sell and market MCM's
proprietary Customer Relations Management System (CRM) known
as and by the currently unregistered trade name of eBroker
system, together with all programming documentation and
marketing documents developed as of the date hereof.
Section 1.2 Acquisition Price. The consideration for the
transfer and assignment of the aforesaid Exclusive Rights
shall be Five Hundred Thousand (500,000) Shares of UniPro's
$0.001 par value Common Stock. Such shares shall be
unregistered and MCM acknowledges the federal transfer
restrictions imposed thereon. The parties agree that the
aggregate Acquisition Price shall be deemed to equal $500,000
for federal and other income tax purposes, and for book
purposes, in accordance with Section 1060 with the Internal
Revenue Code of 1986; and any regulations promulgated
pursuant thereto, as amended from time to time. The
Acquisition price shall be paid by UniPro's Issuance of the
aforesaid Shares to MCM on the Closing.
Section 1.3 No Assumption of Liabilities. MCM acknowledges
that there shall be no known encumbrances, claims or
obligations of record, pending or otherwise on said Asset at
the Closing of the aforementioned transaction.
ARTICLE 2. Representations and Warranties of MCM and
UniPro.
Section 2.1 Representations and Warranties of MCM. MCM
hereby represents and warrants to UniPro as follows:
(a) Due Incorporation and Organization. MCM is a corporation
duly organized, validly existing and in good standing under
the laws of the State Florida.
(b) Authority. MCM has the legal power and authority to
enter into and perform this Agreement and the transactions
contemplated by this Agreement. The execution, delivery and
performance of this Agreement by MCM and the transactions
contemplated by this Agreement have been duly and validly
approved and authorized by all necessary corporate and
shareholder action of MCM.
(c) Title to Asset. MCM has good and marketable title to the
demised Asset conveyed hereunder.
(d) Actions Pending. There are no actions, suits or
proceedings pending or, to the knowledge of MCM, threatened
against or affecting the subject Asset at law or in equity,
or before any governmental or public office, agency or
authority which involves the possibility of any liability or
which may result in any adverse change in the ownership of
the Purchased Asset.
(e) Brokers. MCM and UniPro agree that there was no broker or
finder who brought about the subject transaction. Each party
agrees to indemnify and save harmless the other in the event
of a third party claim.
(f) Absence of Conflicts and Consent Requirements. MCM's
execution and delivery of this Agreement and performance of
[Exhibit 10.2 - Pg. 1]
its obligations hereunder, including the continuing
Consulting Agreement hereunder, do not (i) conflict with or
violate MCM's Articles of Incorporation or Bylaws, (ii)
violate or, alone or with notice or the passage of time,
result in the material breach or termination of, or otherwise
give any contracting party the tight to terminate or declare
a default under, the terms of any written agreement to which
MCM is a party or by which its properties or assets may be
bound; or (iii) violate any judgment, order, decree, or to
the knowledge of MCM, any law, statute, regulation or other
judicial or governmental restriction to which MCM is subject.
Section 2.2 Representations and Warranties of UniPro. UniPro
hereby represents and warrants to MCM as follows:
(a) Due Organization. UniPro is a corporation duly
organized, existing and in good standing under the laws of
the Stare of Florida.
(b) Authority. UniPro is authorized to do business in
Florida. UniPro has the legal power and authority to enter
into and perform this Agreement and the transaction
contemplated by this Agreement. The execution, delivery and
performance of this Agreement by UniPro and the transactions
contemplated by this Agreement have been duly and validly
approved and authorized by all necessary corporate action of
UniPro. Neither the execution and delivery by the UniPro of
this Agreement, nor the consummation of the transactions
contemplated hereby, not compliance by UniPro with any of the
provisions hereof will: i) conflict with or result in a
breach of any provision of the Articles of Incorporation or
Bylaws of UniPro, or (ii) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to
UniPro or any of its properties or assets.
(c) Brokers. All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on by
UniPro in such a manner as not to give rise, as the result of
any action of UniPro, to any valid claim against either party
for a brokerage commission, finders fee or other like
payment.
ARTICLE 3. Closing.
Section 3.1 Closing Date. The closing for the consummation
of the transactions contemplated by this Agreement (the
Closing) shall take place at the offices of the UniPro on or
before October 31, 2003 or by contemporaneous delivery by
each party to the other of duly executed documents, as may be
required.
Section 3.2 Obligations of MCM. At the closing, MCM shall
deliver to UniPro, a full and complete signed "original" of
this Agreement, together with evidence of the approval by the
Board of Directors and shareholder of MCM authorizing the
execution, delivery and performance of this Agreement and all
other agreements, documents and instruments relating hereto
and the consummation of the transactions contemplated hereby.
Section 3.3 Obligations of UniPro. At the closing, UniPro
shall execute and/or deliver to MCM a full and complete duly
executed original of this Agreement, containing the
obligation to issue in compliance with the provisions of the
Securities Act of 1933, as amended (the "Act") the agreed
upon shares - with an appropriate transfer restriction
legend, either directly to the individual sharesholders of
MSM's parent company, or to MSM as circumstances may require.
ARTICLE 4. Affirmative Covenants of MCM.
MCM agrees and covenants with UniPro as follows:
Section 4.1. Conduct of the Business. Except as otherwise
agreed to in writing by UniPro, MCM shall continue
development and enhancement of the CRM System in the ordinary
course and shall provide such continuing "consulting" efforts
to enhance the sales and marketing of the Product as per the
separate contemporaneous Consulting Agreement between the
parties; nor shall MCM take any action that may interfere
with or prevent performance of this Agreement.
(a) Maintenance of the Product. The Product's software codes
shall be maintained in good repair, order and condition.
(b) Insurance. The MCM shall maintain in full force insurance
covering loss or damage to the property conveyed hereunder,
and shall take all actions necessary to preserve all rights
[Exhibit 10.2 - Pg. 2]
under such insurance.
(c) Accuracy of Representations and Warranties. MCM shall not
take any action, which would render any representation or
warranty made herein by MCM untrue in any material respect as
of the Closing Date.
Section 4.2 Notice of Breach or Failure of Condition. MCM
will give notice promptly to UniPro of the occurrence of any
event or the failure of any event to occur that would
preclude the satisfaction of any condition contained herein.
Section 4.3 Further Assurances. MCM shall promptly execute
and deliver such instruments and take such actions as UniPro
reasonably may request in order to effect the transactions
contemplated by this Agreement and to satisfy each of the
conditions set forth in Article 6 of this Agreement.
Section 4.4 Best Efforts of MCM to Obtain Consents. MCM
shall use its best efforts to obtain promptly all consents
and authorizations of third parties, to make all filings, and
to give all notices to third parties which may be necessary
and reasonably required in order to effect, or in connection
with, the transactions contemplated by this Agreement.
Section 4.5 Non-Competition and Consulting Agreement. MCM,
its officers, directors and affiliates shall not compete with
UniPro in the sales and marketing of the Product.
ARTICLE 5. Covenants of UniPro and MCM.
Section 5.1 Publicity. UniPro and MCM agree to maintain in
confidence information concerning this Agreement and the
transactions contemplated by this Agreement. The parties
shall consult with each other prior to any public
announcements or disclosures required by law to be made with
respect to the transactions contemplated by this Agreement,
and no other announcements will be made without mutual
consent of the parties.
Section 5.2 Obligation of UniPro. UniPro agrees to use its
best efforts to market and promote the Product at all times
for the duration of this Agreement, and to seek to raise such
third party funding, from time to time, as may be required to
effectuate such efforts. UniPro may contract with third party
sales and marketing organizations, firms and individuals for
such purposes.
Section 5.3 Best Efforts. UniPro and MCM will use their best
efforts to perform or cause to be satisfied each covenant or
condition to be performed or satisfied by them. MCM will seek
third party firms and individuals to assist in the sales and
marketing of the product.
Section 5.4 Governmental and other Filings. MCM and UniPro
agree to cooperate with each other in filing any necessary
applications, reports or other documents with any Federal; or
State authorities having jurisdiction with respect to the
transactions contemplated by this Agreement and in seeking
necessary consultation with and favorable action by any such
agencies, authorities or bodies.
Section 5.5 Cooperation After Closing. After the Closing
Date, UniPro and MCM shall whenever and as often as shall be
reasonably required by the other, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered,
any and all further instruments as may be necessary or
expedient to consummate the transactions provided for in this
Agreement.
ARTICLE 6. Conditions.
Section 6.1 Conditions Precedent to Obligations of UniPro.
All obligations of UniPro under this Agreement are, at the
option of UniPro, subject to and shall be conditioned upon
the satisfaction on or prior to the Closing Date, of each of
the following additional conditions:
(a) Representations, Warranties and Agreements of MCM.
Except for changes contemplated by this Agreement and changes
occurring in the ordinary course of business, the
representations, warranties and agreements made by MCM herein
shall be true in all material respects on an as of the
Closing Date with the same effect as though such
representations and warranties had been made or given on and
as of the Closing Date. MCM and all shareholders of MCM shall
have performed in all material respects the obligations,
agreements and covenants undertaken by them herein to be
[Exhibit 10.2 - Pg. 3]
performed at or prior to the Closing Date.
(b) Consents to Assignments. UniPro shall have received
evidence, satisfactory to UniPro and its counsel, that any
necessary consents to any assignments of agreements, licenses
and commitments contemplated hereunder have been obtained.
(c) Necessary Approvals: Regulatory Authorizations. All
authorizations and approvals of any third parties, including
Federal or State regulatory bodies and officials, necessary,
in the reasonable opinion of UniPro, for the consummation of
the transactions contemplated by this Agreement, and the
continuation in all material respects of the business without
interruption after the Closing Date in substantially the
manner in which such business is now conducted, shall have
been received and shall be in full force and effect.
(d) Corporate Authorization. All resolutions and actions
necessary to authorize the execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby by MCM shall have been duly
and validly made and taken, and MCM shall have full power and
right to consummate the transactions contemplated hereby.
(e) Payment of Transfer Taxes. MCM shall have paid or made
provision for payment of all transfer taxes sales taxes or
other similar taxes, which become due by reason of the
transactions herein provided, if any.
Section 6.2 Conditions Precedent to Obligations of MCM. All
obligations of MCM under this Agreement are subject to and
shall be conditioned upon the satisfaction prior to the
Closing Date, of each of the following conditions:
(a) Representations, Warranties and Agreements of UniPro. The
representations, warranties and agreements made by UniPro
herein shall be true in all material respects on and as of
the Closing Date with the same effect as though such
representations and warranties had been made or given on and
as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and
as of the Closing Date, except as affected by transactions
contemplated hereby. UniPro shall have performed in all
material respects the obligations, agreements and covenants
undertaken herein to be performed at or prior to the Closing
Date.
(b) Corporate Authorization. All resolutions and actions
necessary to authorize the execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby by UniPro shall have been
duly and validly made and taken, and UniPro shall have full
power and right to consummate the transactions contemplated
hereby.
ARTICLE 7. Termination. Unless otherwise agreed upon, this
Agreement, including the continuing Consulting provisions
shall continue for a period of Ten (10) years, or until
October 31, 2013. In the absence of written notice to the
contrary given at least 60 days prior to aforesaid
termination date, this Agreement and all of its terms and
conditions shall be automatically renewed for two (2)
successive Five (5) year periods.
Section 7.1 Termination by Mutual Consent. At any time on or
prior to the Closing Date, this Agreement may be terminated
by the mutual consent of UniPro and MCM without liability on
the part of any party. In the event of the termination of
this Agreement by mutual consent, this Agreement shall become
void and have no effect, without any liability on the part of
any party or its directors, officers or shareholders.
Section 7.2 Termination Upon Breach or Default. At any time
if a material default shall be made by a party in the
observance or in the due and timely performance of the
covenants herein contained, or if there shall have been a
material breach by a party of any of the representations and
warranties set forty in this Agreement, UniPro or MCM, as the
case may be, any terminate this Agreement without prejudice
to its other rights and remedies, including such party's
right to recover its expenses, costs, and other damages.
[Exhibit 10.2 - Pg. 4]
Section 7.3 Termination Based Upon Conditions. If the
conditions of this Agreement to be complied with or performed
by a party on or before the Closing Date shall not have been
complied with and such noncompliance or nonperformance shall
not have been waived, the party to whom the benefit of such
condition runs may terminate this Agreement without prejudice
to its other rights and remedies, including such party's
right to recover its expenses, costs and other damages.
ARTICLE 8. Miscellaneous.
Section 8.1 Amendment. This agreement may be amended,
modified or supplemented in whole or in part only by an
instrument in writing executed by both UniPro and MCM.
Section 8.2 Assignment. The parties agree that neither this
Agreement nor any rights created hereby shall be assignable
by any party without the prior written consent of the other
party.
Section 8.3 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be considered
to be an original instrument.
Section 8.4 Expenses. MCM and UniPro shall each bear the
respective expenses incurred by them in connection with the
negotiation, execution and delivery of this Agreement and the
consummation of he transactions contemplated hereby.
Section 8.5 Entire Agreement. This Agreement contains the
entire agreement between UniPro and MCM with respect to the
transaction and related transactions and supersedes all prior
arrangements or understandings with respect thereto.
Section 8.6 Descriptive Headings. The description headings
are for convenience of reference only and shall not control
or affect the meaning or construction of any provision of
this Agreement.
Section 8.7 Notices. All notices or other communications
that are required or permitted hereunder shall be in writing
and sufficient if delivered personally or sent by registered
or certified mail, postage prepaid, addressed to the
respective party at the address provided.
Section 8.8 Specific Performance. MCM acknowledges that the
Product is unique and that if MCM fails to consummate the
transactions contemplated by this Agreement, such failure
will cause irreparable harm to UniPro for which there will be
no adequate remedy at law. UniPro shall be entitled, in
addition to its other remedies at law, to specific
performance of this Agreement of MCM, without just cause,
refuses to consummate the transactions contemplated by this
Agreement.
Section 8.9 Survival of Covenants, Representations,
Warranties and Indemnifications. All covenants,
representations and warranties made by any party to this
Agreement shall be deemed made for the purpose of inducing
the other parties to enter into this Agreement. The
representations, warranties and covenants contained in this
Agreement shall, except as otherwise provided in this
Agreement, survive the Closing indefinitely. The provisions
of Article 7 of this Agreement shall survive the Closing
indefinitely. The covenants, presentations and warranties of
both MCM and UniPro are made only to and for the benefit of
the other party to this Agreement and shall not create or
vest rights in other persons.
Section 8.10 Controlling Law. This Agreement shall be
governed by and construed pursuant to the laws of Florida.
IN WITNESS WHEREOF, the parties have caused this Agreement,
consisting of 5 pages, including this page, to be executed by
their authorized officers on the date stated above.
UNIPRO: MCM:
BY:__/s/Xxxxxx Judkowitz_____ BY:__/s/ Xxxxxx Hale______
Xxxxxx Xxxxxxxxx Xxxxxx X. Xxxx
President President
[Exhibit 10.2 - Pg. 5]
