PROPRIETARY TECHNOLOGY USAGE
SUB-LICENSING AGREEMENT
PREAMBLE
This Agreement made effective this 10th day of July, 1999, is made and entered
into by and between POWER DIRECT, INC., a corporation incorporated in the State
of Delaware, USA, having an office at 0000 Xxxxxxxx Xxxxxx, Xxxxx 00,
Xxxxxxxxxx, XX 00000 ("Power") and XxxxXxxxxx.xxx, a corporation incorporated in
the State of Nevada, USA, having an office at 0000 Xxxxxxxx Xxxxxx, Xxxxx 00,
Xxxxxxxxxx, XX 00000 ("CStakes"), whereby Power, with the agreement and consent
of Compte's directors, shall sublicense CStakes to utilize certain Proprietary
Technology for the production of the XxxxXxxxxx.xxx web site.
ARTICLE 1 TITLE
This Proprietary Technology Usage Sublicensing Agreement by Power enabling
CStakes to produce the XxxxXxxxxx.xxx web site may hereinafter be referred to as
the "Sub-Licensing Agreement".
ARTICLE 2 RECITALS
A. WHEREAS, Power (Power Direct, Inc.) is a public company participating on
the OTC Bulletin Board with its primary business in investment and joint
ventures; and,
B. WHEREAS, Compte (Compte De Sierge Accomodative Corporation) is a private
company specializing in designing software systems; and,
C. WHEREAS, CStakes (XxxxXxxxxx.xxx) is a private company operating a web site
on the Internet; and,
D. WHEREAS, Compte has licensed the Proprietary Technology Usage to Power, and
is consenting to the Sub-Licensing by Power to CStakes, upon the basis that
Compte will be providing the Proprietary Technology to produce the
Xxxxxxxxxx.xxx web site; and,
E. WHEREAS, Power, with the agreement and consent of Compte, will grant to
CStakes a worldwide exclusive Sub-License in perpetuity to produce the said
XxxxXxxxxx.xxx web site on terms and conditions similar to those agreed to
by Power, contained in the License Agreement dated 1Oth of September, 1999
between Power and Compte; and,
F. WHEREAS, CStakes, having had the opportunity to evaluate the potential of
the Proprietary Technology, desires a Sub-License be granted by Power.
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NOW THEREFORE, in consideration of the premises, other good and valuable
consideration, the receipt and sufficiency is hereby acknowledged by the
parties, and the mutual covenants and agreements recited hereinafter, the
parties hereto agree as follows:
Section 2.1 Definitions
In this Agreement, the Preamble, Recitals, this Section and the Schedules
hereto, unless the context otherwise requires:
2.1.1 "Sub-Licensing Agreement" means the Sub-Licensing Agreement and
all Schedules attached hereto;
2.1.2 "Power" means Power Direct Inc., a publicly traded corporation
formed in the State of Delaware, USA, their successors and
assigns;
2.1.3 "Compte" means COMPTE DE SIERGE ACCOMODAT1VE CORPORATION, a
corporation formed in Panama City, Panama;
2.1.5 "CStakes" means XxxxXxxxxx.xxx, a corporation formed in the
State of Nevada, USA;
2.1.6 "Business Day" means a day other than a Saturday, Sunday,
statutory holiday or day that is declared by any governmental
authority to be a civic holiday in the jurisdiction in which an
event contemplated hereby is to take place;
2.1.7 "Proprietary Technology" means the proprietary software and
systems owned and developed by Compte;
2.1.8 "Sub-Licensing Fee" means the portion of gross sale revenue,
defined as fifty-one percent (51%) of the gross revenue paid to
Power by CStakes as sub-licensee of the said Proprietary
Technology;
2.1.9 "External Audit" means the annual audit to be conducted by an
independent Certified Public Accountant firm selected by CStakes
at its expense;
2.1.10 "Sweepstakes" means, including, without limitation, the
following:
(a) production and communication of the XxxxXxxxxx.xxx web site,
utilizing all or any portion of the Proprietary Technology;
(b) organization of secure accounting of virtual sweepstakes
tickets, processing of sweepstakes winners;
(c) the development, planning and operation of one or more
sweepstakes to be operated and such other business
opportunities as may arise pursuant to the Proprietary
Technology in accordance with Sub-Licensing Agreement;
(d) all other permitted sweepstakes activities pursuant to
applicable law and permits and
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licenses derived thereunder for each jurisdiction;
2.1.11 "Country of Domicile" means United States of America including
all geographical territory under the control of the Sovereignty
of the country of United States or any other suitable
alternatives;
2.1.12 "Sweepstakes Parameters" shall refer to Sweepstake design and
procedures which establish and define the prize structure,
sweepstakes rules and other parameters for the Sweepstakes;
2.1.13 "Gross Revenue" shall mean any and all gross revenue from the
Sweepstakes due and/or paid, from whatever source derived, to
CStakes without duplication, which can be attributed in any
manner to some portion of the Proprietary Technology; i.e., the
Proprietary Technology forms at least a part of the
consideration, whether expressly recited or not, for the revenue
paid.
Specific examples of Gross Revenue, without intending to limit
the scope of its definition, include the gross ticket
(Sweepstakes) dollar volume, etc.
2.1.14 "Internal Audit" means the quarterly audit to be conducted by a
auditor appointed by CStakes at its expense;
2.1.15 "Person" means any individual, partnership, limited partnership,
syndicate, sole proprietorship, company or corporation with or
without share capital, unincorporated association, trust,
trustee, executor, administrator or other legal personal
representative, regulatory body or agency, government or
governmental agency, authority or entity however designated or
constituted.
2.1.16 "Proprietary System(s)" shall by definition, and by agreement of
the parties hereto, also include:
(a) The Proprietary Technology Software as described in the
Proprietary Technology Usage License Agreement dated
effective the 28th day of April, 1999, between Power and
Compte;
(b) Any device, system, system component, method or process that
may be used for purchasing the product on the XxxxXxxxxx.xxx
web site.
2.1.17 "Proprietary Technology" means all technology and confidential
information considered by Power/CStakes/Compte to be proprietary
technology (including without limitation, Proprietary Systems)
and all other information and/or know how of any kind
whatsoever, however developed, acquired or used by Power, and/or
CStakes, and/or Compte, used to operate the XxxxXxxxxx.xxx web
site excluding any information already known to the public and
in the public domain;
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2.1.18 "Operation Center" means the Sweepstakes command and control
center located in the appropriate location to be determined;
2.1.19 "$" means currency of the United States of America.
Section 2.2 Compliance with Laws.
The parties shall conduct their affairs in strict accordance with all
applicable laws and regulations, and that such policies will govern their
conduct with respect to the transaction contemplated by this Agreement in all
respects.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES AND GRANT OF LICENSE FOR PROPRIETARY
TECHNOLOGY AND GRANT OF RIGHT OF FIRST REFUSAL:
Section 3.1 Representations and Warranties of POWER.
POWER warrants and represents to CStakes, and acknowledges that in reliance
thereon Power may warrant and represent to CStakes and/or their related entities
the following:
3.1.1 POWER is a corporation in good standing under the laws of USA,
3.1.2 POWER has full authority and capacity to execute the
Sub-Licensing Agreement;
3.1.3 POWER is authorized to enter into the Sub-Licensing Agreement,
and to carry out its terms to the full extent required.
Section 3.2 Representations and Warranties of CStakes.
CStakes warrants and represents to Power, and acknowledges that in reliance
thereon CStakes may warrant and represent to Power and/or their related entities
the following:
3.2.1 CSTAKES is a corporation in good standing under the laws of USA;
3.2.2 CSTAKES has full authority and capacity to execute the
Sub-Licensing Agreement;
3.2.3 CSTAKES is authorized to enter into the Sub-Licensing Agreement,
and to carry out its terms to the full extent required;
3.2.4 CSTAKES has the capacity to utilize the Proprietary Technology
for the production of XxxxXxxxxx.xxx web site as contemplated
herein;
3.2.5 CSTAKES is authorized to carry out the terms of the Sub-License
Agreement to the full extent in respect to the utilization of
the Proprietary Technology for the production of the
XxxxXxxxxx.xxx web site herein;
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3.2.6 CSTAKES and its employees shall, at all times, conduct the
development and the production of the XxxxXxxxxx.xxx web site in
accordance with all applicable laws worldwide.
Section 3.3 GRANT OF LICENSE FOR PROPRIETARY TECHNOLOGY
3.3.1 Grant of Exclusive Sub-Licenses.
Subject to the terms and conditions of this Agreement, Power may
with the consent of Compte grant sublicenses to third parties
with new terms agreeable to Compte in respect to the Proprietary
Technology, to the extent necessary to produce the
XxxxXxxxxx.xxx web site in accordance with the Sweepstakes
Parameters.
3.3.2 Proprietary Technology.
Save and except for the technology associated with
XxxxXxxxxx.xxx that is and shall remain proprietary to Compte,
to the extent that Compte, will expend time, effort, money to
make enhancements to the Proprietary Technology, that involve
the use or enhancement of the Proprietary Technology resulting
in new technology, the parties hereby acknowledge that such new
technology shall not extinguish or derogate from the original
Proprietary Technology of Compte and that all proprietary right,
title, and interest in and to the new technology and enhanced
Proprietary Technology shall be the properties of Compte.
3.3.3 Preservation of Data.
All data compiled in connection with the Proprietary Technology
will be copied or otherwise preserved and archived on storable
media by Compte to ensure that all Proprietary Technology in the
form of data is backed up in the case of any loss or damage to
the original data for the benefit of the parties and delivered
from time to time upon request by any party.
ARTICLE 4 REVENUE STREAM
Section 4.1 Revenue Stream.
The parties agree that in consideration for the foregoing Sub-Licenses,
CStakes shall agree that a Sub-Licensing Fee shall be payable by CStakes
directly to Power on the basis of a Revenue Stream from the operations of the
XxxxXxxxxx.xxx web site.
An amount of fifty-one percent (51%) Gross Revenue shall be paid to Power,
including, without limitation, revenue derived from any and all things of value
(paid directly or indirectly), for the right to support, sponsor or play the
Sweepstakes, and for the right to use in any way Proprietary Systems or any
other portion of the Proprietary Technology.
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Section 4.2 Payment Terms
The parties agree that the applicable amount payable shall be tendered to
Power in successive weekly payments by close of business within the next five
(5) Business Days (excluding any statutory holiday) of each and every week in
which payment is being calculated and received in the XxxxXxxxxx.xxx bank
account, and remitted to such bank designated by Power in accordance with
Power's instructions and in U.S. Dollars at the bank information to be specified
by written notice.
Section 4.3 Statement of Ticket Sales.
Each remittance shall be accompanied by a weekly statement of Gross Revenue
and Gross Receipts for each Sweepstake, which shall be subject to verification
by Power's designated accountants and, which statement shall disclose the total
Gross Revenue and total Net Revenue, the method used to calculate the ticket
sales, other non-sweepstake revenue and payment, and the amount due Power. All
such statements shall be in a form determined in accordance with generally
accepted accounting principles and acceptable to Power (See also Comprehensive
Audit and Accounting Procedures in Article 9 below).
ARTICLE 5 NO ABATEMENT
Section 5.1 No Abatement
The parties hereto agree that there shall be no abatement or reduction of
the monies due to Power from CStakes for any reason.
Section 5.2 Access to Business and Records.
At all times during the subsistence of this Sub-Licensing Agreement the
duly authorized representatives of Power shall, at their sole risk and expense
and at reasonable intervals and times, have access to CStakes and to all records
and other data and information relating to the Sweepstakes which is in the
possession of the CStakes.
Section 5.3 Notice of Disputes.
Either party shall provide the other party with written notice of any
material dispute or matter as between Power or CStakes.
Section 5.4 Non-disclosure Except as Required by Law.
All information and data concerning or derived from the Operation of the
Sweepstakes shall be kept confidential and, except to the extent required by law
or by regulation or policy of any securities commission, stock exchange or other
regulatory body, shall not be disclosed to any person in strict confidence
without the prior consent of both parties, which consent shall not unreasonably
be withheld.
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ARTICLE 6 ACQUISITION OF REVENUE STREAM
Section 6.1 Cash Payments.
All cash payments will made pursuant to Article 4 and Article 5 of this
Sub-Licensing Agreement.
Section 6.2 Stock Payments.
A stock payment of 7,126,531 Shares (Seven Million One Hundred Twenty Six
Thousand Five Hundred Thirty One Shares) of XxxxXxxxxx.xxx's common stock, 144
restricted with a one year hold period, shall be issued from XxxxXxxxxx.xxx's
Treasury to Power Direct, Inc. upon signing of this agreement.
Of the above issue of 7,126,531 Shares (Seven Million One Hundred Twenty
Six Thousand Five Hundred Thirty One Shares) of XxxxXxxxxx.xxx's common stock,
144 restricted with a one year hold period, Power Direct, Inc. will retain
4,932,152 Shares (Four Million Nine Hundred Thirty Two Thousand One Hundred
Fifty Two Shares), and the remaining balance of 2,194,379 Shares (Two Million
One Hundred Ninety Four Thousand Three Hundred Seventy Nine Shares) will be
issued as a stock dividend to Power Direct, Inc. shareholders of record.
ARTICLE 7 TERMINATION AND RELATED MATTERS
Section 7.1 Termination for Material Default.
Subject to Article 13 (FORCE MAJEUR), a non-defaulting party may terminate
this Agreement upon the occurrence of any material default or breach by the
defaulting party of any as follows:
7.1.1 The non-defaulting party will notify the defaulting party in
writing of the occurrence of a material default of this
Agreement;
7.1.2 The defaulting party will have a period of ten (10) days from
delivery of the written notice in which to either:
(a) correct or remedy the material default of this Agreement in
a manner satisfactory to the non-defaulting party acting
reasonably;
(b) the default of this Agreement which is acceptable to the
non-defaulting party acting reasonably.
Section 7.2 Right to Cure Material Default.
Subject to Article 12 (Arbitration) below, if the defaulting party fails to
correct or remedy the material default of this Agreement or provide the
non-defaulting party with an
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acceptable plan, for the remedy or the correction of the material default of
this Agreement, the non-defaulting party may terminate this Agreement upon ten
(10) days written notice to the defaulting party.
Section 7.3 Surrender in Case of Termination.
Should a termination take effect, CStakes shall within twenty (20) Business
Days promptly return to Power all documents and other material containing or in
any way relating to Proprietary Technology.
Section 7.4 Survival of Obligations.
In the event of any termination, all obligations of the parties existing
prior to termination and all obligations, whether known or unknown at the time
of termination, stemming from the act or omissions of a given party while this
Agreement was in force and effect, shall remain an obligation of the given party
until discharged.
ARTICLE 8 SUBLICENSING / ASSIGNMENT / LIENS / ENCUMBRANCES
CStakes agrees not to, or not to purport to, assign, pledge, cause any
lien, encumbrance or more generally any cloud of title whatsoever to affect all
or any part of the Proprietary Technology. The parties hereto agree and
understand that the purpose of this clause is to insure that in case of any
termination of rights licensed hereunder, as provided herein, title to the
licensed rights respecting the Proprietary Technology will be free and clear of
any cloud on title.
ARTICLE 9 REPORTING / ACCOUNTING / AUDIT / PAYMENTS
Section 9.1 Monthly Reporting.
CStakes shall make daily online and monthly written report, as provided
herein, available to Power stating as to each period including but not limited
to the amount of Gross Revenue, and the amount due to Power for the
Sub-Licensing Fee under the terms of this Sub-Licensing Agreement.
Section 9.2 Audit and Records.
CStakes shall keep true and accurate records and books of account, in
sufficient detail to enable the fees payable to Power hereunder to be
determined, showing the annual audited summary of Gross Revenue including a
summary of amounts paid pursuant to Article 4 hereof during the course of this
Sub-Licensing Agreement, which records and books of account shall be open for
inspection and independent audit by the other parties, or a duly appointed agent
of a party upon reasonable advance notice and during CStakes's usual business
hours. In the event a party has such independent audit performed and it reveals
that CStakes has underpaid Power by at least $10,000 (Ten Thousand Dollars),
then CStakes shall reimburse the parry that undertook such audit for the
reasonable costs of such audit.
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Section 9.3 Certification of Reports.
Each monthly report contemplated herein shall be accompanied by a written
certification from an authorized officer of CStakes as to the accuracy of the
report.
Section 9.4 Nil Report.
Should no sums be due, a report shall nevertheless be rendered to document
the facts and circumstances surrounding the no sums due situation.
Section 9.5 Report Due Date.
All monthly reports due hereunder shall be filed within 20 days after the
close of each month.
ARTICLE 10 TERM
Unless earlier terminated according to the provisions herein, this
agreement shall continue in force and effect in perpetuity.
ARTICLE 11 CONFIDENTIALITY
Section 11.1 Non-disclosure.
All information disclosed or furnished by one party to the other, whether
orally or in writing, in connection with the transaction contemplated hereunder
shall be deemed to be proprietary and confidential information of the disclosing
party, save and except to the extent that such confidential information must be
disclosed by law. The receiving party agrees that for the term of this Agreement
plus a period of seven (7) years after the date of earlier termination of this
Agreement, it shall not disclose any proprietary and confidential information to
any third party nor use the information for any purpose other than acting in the
best interest of and to protect the interest of each party hereto.
Section 11.2 Permitted disclosure.
The provisions of Section 11.1 notwithstanding, the receiving party may
disclose any such information without the prior written consent of the other
party, if such disclosure is required lawfully by any governmental agency, court
of competent jurisdiction or is otherwise required to be disclosed by law, but
only to the extent of such requirement, provided, however, that before making
any such disclosure, such party will provide to the other party prior written
notice of such contemplated disclosure and an adequate opportunity to interpose
objections to such disclosure or to take such other action as is necessary to
assure the confidential nature of such information.
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ARTICLE 12 ARBITRATION / CONSTRUCTION / APPLICABLE LAW
Section 12.1 AAA
Any controversy or claim arising out of or relating to this Agreement, or
breach thereof; shall be settled by arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association, in
Seattle, Washington, or such other jurisdiction neutral to both parties within
the United States that the parties shall in writing agree, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.
Section 12.2 Attornment.
By the execution of this Agreement each of the parties irrevocably and
unconditionally, with respect to any matter or thing arising out of or
pertaining to this Agreement, hereby attorns and submits to the jurisdiction of
the arbitration hearing to be conducted under the International Arbitration
Rules of the American Arbitration Association, in Seattle, Washington, by this
reference thereto.
Section 12.3 Selection of Arbitrators.
The arbitration shall be before three neutral arbitrators all of whom shall
be of the State Bar of Washington, actively engaged in the practice of law for
at least ten (10) years to be selected in accordance with the International
Arbitration Rules of the American Arbitration Association and shall proceed
under the expedited procedures of the said Rules, irrespective of the amount in
dispute.
Section 12.4 Choice of Law and Attornment.
The parties further agree to be bound by the laws of the State of
Washington, but are hereby deemed to have submitted to the said jurisdiction of
the American Arbitration Association in Seattle, Washington, by this reference
thereto, which shall apply the laws of the State of Washington in the
interpretation of this Agreement.
Section 12.5 Remedies.
12.5.1 Authority.
The arbitrators shall have the authority to award any remedy or
relief that a court of the State of Washington could order or
grant, including, without limitation, specific performance of
any obligation created under the Agreement, the awarding of
punitive damages, the issuance of an injunction, or the
imposition of sanctions for abuse or frustration of the
arbitration process.
12.5.2 Damages Inadequate.
Each of the parties confirm that damages at law may be an
inadequate remedy for a
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breach or threatened breach of this Agreement and agrees that in
the event of a breach or threatened breach of any provision the
respective rights and obligations hereunder shall be enforceable
by specific performance, injunction pending an arbitration
hearing, or other equitable remedy that may be granted pending
an arbitration hearing to maintain the status quo.
12.5.3 Escrow
Pending the outcome of the arbitration, the parties shall place
in escrow with the American Arbitration Association as escrow
agent the monies or subject matter in dispute. The escrow agent
shall be entitled to release such monies or subject matter in
dispute as directed by the arbitrators in the award, unless the
parties agree otherwise in writing.
ARTICLE 13 FORCE MAJEURE
Each party shall be excused from any breach or default with respect to this
Agreement to the extent that the party was prevented from performance by reason
of anything beyond the party's control and not reasonably avoidable such as a
strike or other labor disturbance, act of any governmental authority or agency,
fire, flood, wind, storm or any act of God, or the act or omission of any party
not controlled by that parry. No party shall be liable to the other party for
any delay in or failure of performance under this Agreement due to a Force
Majeure. Any such delay in or failure of performance shall not constitute
default or give rise to any liability for damages. The existence of such causes
of delay or failure shall extend the period of performance to such extent as is
mutually determined by the parties to be necessary to enable complete
performance by a party if reasonable diligence is exercised after the causes or
delay or failure have been removed.
ARTICLE 14 NOTICES
Section 14.1 Notice Requirements.
14.1.1 All notices for the purpose of this Agreement shall be deemed to
be properly served when in writing and sent by tele-copier or
facsimile, to the other party at the address set forth in the
opening paragraph of this Agreement, or to such substitute
address as such party may from time to time designate in writing
to the other.
14.1.2 Each party shall cause all notices which may in any way affect
the obligations and responsibilities of the other party to be
directed or forwarded to that other party as the case may be and
agrees to forward all notices effecting the Proprietary
Technology that may be received from third parties to the other
party.
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14.1.3 An accidental omission in the giving of, or failure to give, a
notice required by this Agreement will not invalidate or affect
in any way the legality of any meeting or other proceeding in
respect of which such notice was or was intended to be given.
14.1.4 A party may change its address by giving written notice, of such
change to the other.
14.1.5 A document sent by telex or facsimile will be deemed to be
received on the first Business Day after valid transmission.
ARTICLE 15 INDEMNITY FOR MATERIAL BREACH
Section 15.1 Mutual Indemnities.
Each party shall indemnify, defend and hold the other harmless from and
against all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorney's fees, that the other may incur as a result of any material
breach by the other of any terms, representations or warranties hereof.
ARTICLE 16 NON-WAIVER
Section 16.1 No Waiver.
The failure by either party to enforce at any time any of the provisions of
this Agreement, or any rights in respect thereto, or to exercise any election
herein provided, shall in no way be considered to be a waiver of such
provisions, rights or elections, or in any way to affect the validity of this
Agreement. The exercise by a party of any of its rights herein or any of its
elections under the terms of covenants herein shall not preclude or prejudice
that party from exercising the same or any other right it may have under this
Agreement or law, irrespective of any previous action or proceeding taken by
that party hereunder.
ARTICLE 17 INVALIDITY / ILLEGALITY OF PART AGREEMENT
Section 17.1 Entire Agreement / Written Modification.
This Agreement sets forth the entire intent of and understanding between
the parties hereto with respect to the subject matter hereof, supersedes all
prior discussions, negotiations and Agreements between them, and may be amended
only by a written agreement signed by all parties.
Section 17.2 Partial Invalidity / Severability.
If any provision of this Agreement or any part of any provision (in this
section called the "Offending Provision") is declared or becomes unenforceable,
invalid or illegal for any reason
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whatsoever including, without limiting the generality of the foregoing, a
decision by any competent courts, legislation, statutes, bylaws or regulations
or any other requirements having the force of law, then the remainder of this
Agreement will remain in full force and effect as if this Agency Agreement has
been executed without the Offending Provision, but amended so as to be capable
of being interpreted in a manner that is most consistent with the original
intention of the parties as stated herein.
ARTICLE 18 FURTHER ASSURANCES
The parties hereby covenant and agree to do the things, to attend the
meetings and to execute the further documents, Agreements, and assurances that
may be deemed necessary or advisable from time to time in order to carry out the
terms and conditions of this Agreement in accordance with their true intent.
ARTICLE 19 INTERPRETATION
Section 19.1 Interpretation of Agreement
For all purposes of this Agreement, except as otherwise expressly provided
or as the context otherwise requires:
19.1.1 The headings will be considered as provided for convenience only
and as not forming a part of this Agreement, and will not be
used to interpret, define or limit the scope, extent or intent
of this Agreement or any of its provisions;
19.1.2 The word "including", when following any general term or
statement, is not to be construed as limiting the general term
or statement to the specific items or matters set forth or to
similar items or matters, but rather as referring to all other
items or matters that could reasonably fall within the broadest
possible scope of the general term or statement;
19.1.3 Accounting terms not otherwise defined have the meanings
assigned to them in accordance with generally accepted U.S.
GAAP;
19.1.4 A reference to a statute includes every regulation made pursuant
thereto, all amendments to the statute or to any such regulation
in force from time to time, and any statute or regulation which
supplements or supersedes such statutes or any such regulation;
19.1.5 A reference to an entity includes any entity that is a successor
to such entity;
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19.1.6 Words importing the masculine gender include the feminine or
neuter, words in the singular include the plural, and for
greater certainty, End Users includes all its Related Entities
formed at the relevant time, and vice versa.
ARTICLE 20 EXECUTION
Section 20.1 Counterparts.
This Agreement may be executed in one or more counterparts and/or via one
document exchanged between the parties and/or their attorneys, Federal Express
or facsimile machine. Each part or facsimile shall for all purposes be deemed an
original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed at
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx effective as of the date first written
above.
POWER DIRECT, INC. XXXXXXXXXX.XXX
By /s/ Ferdinand Marehard By /s/ Xxxxxx Xxxxx
----------------------- -----------------------
Ferdinand Marehard, Xxxxxx Xxxxx,
Secretary Treasurer Secretary Treasurer
By /s/ Xxxx Sha By /s/ Xxxx Sha
----------------------- -----------------------
Xxxx Sha, President Xxxx Sha, President
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