TRAFFIC PROMOTION AGREEMENT
This Traffic Promotion Agreement ("Agreement")is made and entered into this
1st day of December by and between XxxxxxXxxxxxx.xxx, Inc. ("Promoter") and
XxxxxxXxx.xxx., Inc. ("Swifty").
PREAMBLE
WHEREAS. Promoter is a Florida corporation in good standing with offices a
000 Xxxx Xxxxxxx, Xxxxx 0000, Xxxxx Xxxxxxx 00000; and
WHEREAS. Swifty is a Florida corporation in good standing with offices at
000 Xxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000; ;and
WHEREAS. Promoter desires to provide to Swifty certain services utilizing
Promoter's expertise in connection with the management, marketing and operation
to the web site for the purpose of procuring traffic for Swifty's web sites and
Swifty desires to obtain such services from Promoter;
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 acknowledged Promoter and Swifty intending
to be legally bound, agree as follows:
1. Traffic Procuring Services: Promoter shall use its best efforts during
the term of this agreement to obtain for Swifty's web sites for the purpose of
increasing the efficiency and profitability of Swifty's web sites. Such services
to be rendered at such times and in such manner as Promoter, in its sole
discretion, deems reasonable for the purpose of this Agreement. Such services
shall include assistance in obtaining and maintaining traffic and customers.
Promoter shall not be obligated to travel or cause its employees or agents
to travel to Swifty's premises to render such services. In the event that it
becomes necessary for a representative or Promoter to travel to Swifty's
premises in connection with Promoter's performance under this Agreement then
Swifty shall pay the cost of business class transportation and first class hotel
and accommodations for such person or persons. Swifty acknowledges that Promoter
has other business relationships and may not always be immediately available to
render the services provided for in this Agreement. Promoter agrees to use its
best efforts to provide its services at such times as requested by Swifty or as
soon thereafter as it is able to do so.
2. Term: The term of this Agreement shall be one year commencing on
December 1, 2000 and ending on November 30, 2001.
3. Consideration: In consideration for the services to be provided by
Promoter pursuant to this Agreement Swifty shall forthwith transfer to Promoter
one million, four hundred and thirty thousand (1,430,000) of its common shares.
Promoter acknowledges that such shares have not been registered and are
restricted from any transfer by Promoter except pursuant to an applicable
exemption or effective registration statement. Swifty agrees that Promoter shall
have "piggy back rights" allowing the aforesaid shares, or any part thereof as
determined by Promoter to be included in any registration statement which Swifty
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.
4. Confidentiality: Promoter shall not, during the term of this Agreement
or thereafter, disclose to any third person or entity, or use for its own
benefit, any confidential information of Swifty which is entitled to legal
protection and which information has been received by Promoter by virtue of
Promoter's services hereunder unless Promoter shall have first obtained Swifty's
written consent to such disclosure.
5. Limitation on Services of Promoter: For the consideration set forth in
paragraph 3 hereof Promoter shall, as soon as reasonably possible following
execution of this Agreement, commence providing traffic to Swifty's web sites
and shall continue to provide such traffic until Swifty's web sites have
received an aggregate of 45,000,000 hits. Promoter shall not be obligated to
provide any additional traffic thereafter unless the parties shall have entered
into a further agreement relating to the providing of such traffic and the
compensation to be paid for such traffic. Not later than fifteen (15) days
following the end of each month during the term of this agreement Swifty shall
report to Promoter, in writing, stating the number of hits received by Swifty
during the month for which the report is made. Together with such report Swifty
shall remit to Promoter such sum, if any, as may be due to Promoter pursuant to
this paragraph.
6. Promoter's Warranties: Promoter warrants that it has the right to enter
into this Agreement and to perform its obligations hereunder.
7. Swifty's Warranties: Swifty warrants that it is lawfully able to issue
to Promoter the shares referred to in paragraph 3 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.
8. Failure to Lawfully Issue Shares: In the event Swifty shall not be able
to transfer the shares referred to in paragraph 3 to Promoter then this
Agreement shall forthwith terminate and Promoter shall have no further
obligation to perform any services hereunder.
2. 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 notices 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
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 of 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 any 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 supercedes 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. XxxxxxXxxxxxx.xxx, Inc.
BY:/s/ Xxxxxx Xxxxxx BY: /s/ Xxxxx Marshlach
____________________ ____________________________
President President
