Purchase of "StickyBar" Technology and
SofCast Non-programming Technology Licensing Agreement
This strategic integration and licensing Agreement is made as of this
5th day of July 2005, by and between eWorldMedia Holdings, Inc.
(eWorldMedia), and SofCast, Inc. (SofCast).
WITNESSETH:
WHEREAS, eWorldMedia wishes to purchase the "StickyBar" technology and
all its related patents from SofCast and market the StickyBar product
through a subsidiary company; and
WHEREAS, eWorldMedia further wishes to acquire a permanent sub-
license, subject to any termination pursuant to disagreements, to market
all other current and future SofCast technologies, including non-exclusive
rights to network marketing these technologies; and
WHEREAS, SofCast wishes to sell the "StickyBar" technology and grant
the sub-license to eWorldMedia as mentioned above; and
WHEREAS, the parties have already signed a formal Letter of Intent to
this effect, which is hereby incorporated and integrated into this
agreement;
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and for other good and valuable consideration,
receipt and legal sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. RESTRUCTURING OF "NEW COMPANY"
1.1 Name. CMS is an existing corporation that is currently wholly owned
by eWorldMedia. CMS ("New Company") will be given a new name to more
accurately reflect its new purpose.
1.2 Payments. Upon completion of this transaction, 100% of the New
Company will be owned by eWorldMedia. New Company shall be a corporation
taxable under subchapter C of the Internal Revenue Code. New Company shall
concurrently pay SofCast amounts in cash equal to 20% of the fair market
value of any dividend declared and paid to eWorld Media, including but not
limited to liquidating dividends. New Company shall concurrently pay
SofCast an amount in cash equal to 20% of the fair market value of any
proceeds paid to eWorld Media upon any transfer or sale of shares of New
Company, including but not limited to a transfer in connection with a
merger or reorganization. All amounts paid to affiliates will be reasonable
and customary.
1.3 Management. Xxxx Xxxxx will be named President of the New Company and
will report directly to the eWorldMedia Board of Directors and its Chairman
Xxx Xxxxxxxx. Xx. Xxxxx will be responsible for overseeing all operations
of the New Company during its transition and startup phase, for which he
will receive compensation in the amount of $5,000 per month beginning 30
days after the signing of the final agreement. Between three and six
months from now, or once the new company is funded and fully viable in the
market place and a suitable replacement has been found, Xx. Xxxxx will step
down as President and assume the title and responsibilities of Chief
Technical Officer. A separate Employment Agreement, including
indemnification, will be drafted to outline the specifics of Xx. Xxxxx'x
duties and responsibilities, etc.
1.4 Liquidation. If eWorldMedia and/or the New Company liquidates,
dissolves, becomes insolvent, ceases conducting active business, or
otherwise ceases to actively exploit the commercial applications of
StickyBar technology, then SofCast shall become the owner of all right,
title and interest in the StickyBar technology and have the perpetual right
thereafter to use and exploit all StickyBar Technology for its own separate
account.
2. TRANSFER OF "STICKYBAR" TECHNOLOGY
Upon completion of this transaction, SofCast, Inc. will transfer
within 15 days all rights of ownership of the StickyBar technology to the
New Company and the New Company will own outright the technology, all
source codes, all current and future patents and patents pending, and
exclusive licensing rights to the "StickyBar" product and technology.
SofCast will also transfer 5 custom toolbars ready for deployment which are
San Francisco Bay Hotel Collection, radio, talking, Real Estate and TV
toolbars.
3. LICENSE OF ALL ADDITIONAL SOFCAST TECHNOLOGIES
Upon completion of this transaction, the New Company will also receive
a permanent (provided SofCast continues to receive the royalties due under
this Agreement) non-exclusive license to market all other current and
future SofCast technologies, including such non-exclusive rights to market
these technologies through a Direct Marketing Distribution Model. "Direct
Marketing Distribution Model" refers to distribution of products or
services through a structured multi-level marketing genealogy compensation
plan. SofCast will receive royalties on all products using SofCast
Technology per paragraph 7.2.
4. Use of SofCast technology
CMS will have license to use SofCast technology to develop new
products like Elearning, Webcasting and Content Management. SofCast will
provide high level technology interface in object code form only and hereby
licenses that code to CMS on a non-transferable basis to develop new
products (no source code will be released) for the StickyBar application.
SofCast will receive royalty on all products using SofCast technology per
paragraph 7.2. It is further agreed that CMS will have exclusive rights for
their new CMS-developed products to multi-level network marketing
companies.
4.1 CMS and/or eWorldMedia will have an option to purchase the SofCast
Technology rights at a price of $20 million, 70% in cash and 30% in
eworldmedia stocks. The purchase price is good until Dec31, 2005. After
that, CMS and eworldmedia will have the first right of refusal option to
match any purchase price. The right of refusal option will expire on June
30, 2006
5. PATENTS
eWorldMedia will, at its own cost, apply for and own all Patents and
Patents Pending relevant to the StickyBar product. eWorldMedia will own
these Patents and/or Patents Pending "free and clear," except for the
obligations created in this Agreement. SofCast will own all other SofCast
technology free and clear of any claim, other than licenses and rights, if
any, expressly granted in this Agreement. CMS shall not collaterally
challenge any right of SofCast in SofCast's technology and shall not
support or assist third parties to challenge SofCast's rights or interests,
patents, trademarks, or other rights.
6. MARKETING
eWorldMedia and the New Company will use their best efforts to market
the StickyBar product and technology through direct sales and through
eWorldMedia's international network of distributors. eWorldMedia and the
new company will also explore the possibilities of sub-licensing the
StickyBar product and other SofCast technologies to other entities using a
business-to-business approach.
7. PAYMENTS
7.1 EWME Stock. In exchange for the above considerations, the current
stockholders of SofCast will receive up to 2,000,000 Series B Preferred
Shares of eWorldMedia Holdings, Inc., duly authorized, fully-paid, validly
issued stock and free and clear of any claims or restrictions other than
under the federal and state securities laws as follows:
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a. 250,000 shares upon signing of this agreement; plu
b. 1,750,000 total additional shares based on performance as
follows: 50,000 shares per each 50,000 downloads of "StickyBar" plus
50,000 shares per each $50,000 in revenue generated by the New Company
until a total of 1,750,000 additional shares are granted, for a total of
2,000,000 shares altogether.
Such payment shall be taxable and valued at $10,000 and reported by CMS on
Form 1099. The agreed value of the Stock is $.005 per Series B Preferred
Share. CMS hereby represents and warrants to SofCast that the Series B
Preferred Shares and Common Stock issuable upon conversion are duly
authorized, fully paid and nonassessable, and shall not be subject to any
claim or restriction other than standard restrictions on resale under the
federal and state securities laws.
7.2 Royalties. No royalties will be paid on the StickyBar. However,
SofCast will receive royalties in the amount of 20% of gross sales of all
other products developed by SofCast and sold by or through eWorldMedia
and/or the New Company or any affiliate. The royalties shall be due on
account of every licensed or unlicensed use of such products by any person,
including without limitation, any affiliates of New Company. Royalties
will be accounted and paid no later than the 30 days after the end of the
month for which such amounts are accrued and received.
7.3 Sale or License of Patents. If a patent is sold or licensed to an
entity not owned or controlled by eWorldMedia, Xxxx Xxxxx will receive 20%
of the sales and/or licensing revenues regardless of termination of
employment. Payments will be accounted and paid no later than the closing
of the transaction for which such amounts are accrued and received.
7.4 Taxes. eWorldMedia and/or the New Company shall have sole
responsibility for collecting, reporting, and/or paying all income, sales,
excise, property, value-added tax, and other taxes imposed by any
governmental authority, as they pertain to the duties, obligations, and
performance of eWorldMedia and the New Company. Without limiting the
generality of the foregoing, eWorldMedia and/or the New Company shall be
responsible for reporting and paying all customs, import, and remittance
duties or assessments arising from the import the basic courses into any
and all countries.
8. LIMITED WARRANTY, DISCLAIMER, AND LIMITATIONS
SofCast warrants that StickyBar technology is substantially "bug
free", that it works with an industry standard Microsoft IE browser
configuration and that its operation is scalable.
The StickyBar technology, however, like any other technology will
require code upgrades or modifications to work with newer browser versions
as they become available.
These warranties are in lieu of all other warranties, express or
implied, oral or written, with respect to StickyBar including, without
limitation, the implied warranties of conformance to samples,
merchantability and fitness for a particular purpose.
9. LEGAL COMPLIANCE
9.1 Compliance with Applicable Laws. eWorldMedia, the New Company
and SofCast shall comply with all applicable laws, rules and regulations in
performance of its duties and obligations in connection with
this Agreement.
9.2 Legal Representation. Under no circumstances shall any of the
parties misrepresent or mislead the features and functionality of the
SofCast technology, or make any claims detrimental to SofCast, eWorldMedia
or the New Company. eWorldMedia, SofCast and the New Company at all times
shall conduct their respective businesses in a professional, legal and
ethical manner in accordance with applicable laws.
9.3 Legal Authority. SofCast hereby represents and warrants that it
has the authority to enter into this agreement and that SofCast has the
authority of all title and intellectual property rights in and to resell
and develop applicable technology and, except for the rights granted
herein, no other person or legal entity has any such rights.
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10. TERM AND TERMINATION
This Agreement shall be effective as of the date it is signed and
accepted by both parties below.
11. DEFAULT
If either party materially defaults on its obligations hereunder
and fails to cure its default, if such default is capable of cure, within
thirty (30) days after having been given notice of such default.
12. NOTICES
All notices required herein to be in writing, will be deemed given:
(i) five (5) working days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; (ii) one (1) working day
after deposit with a commercial overnight carrier, with written
verification of receipt, or (iii) upon personal delivery. All
communications will be sent to the addresses set forth in the preamble to
this Agreement, or to such other address as may be designated by a party by
giving written notice to the other party pursuant to this
13. GENERAL
13.1 Entire Agreement. The provisions herein constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements, oral or written, and all other
communications relating to the subject matter hereof, except any
Confidentiality, Non-Disclosure and Non-circumvention Agreement/s or such
other similar agreement/s dated or signed simultaneously with this
Agreement, which governs all confidential and proprietary information of
eWorldMedia, the New Company and SofCast. No amendment or modification of
any provision of this Agreement will be effective unless set forth in a
document that purports to amend this Agreement and is executed by all
parties.
13.2 Waiver. No waiver by either of the parties to this Agreement of
any condition, term or provision hereof shall be valid unless set forth in
an instrument in writing signed on behalf of such party, and no such waiver
shall be deemed a waiver of any preceding or subsequent breach of the same
of any other condition, term or provision of this Agreement.
13.3 Force Majeure. Neither party shall be held liable for failure to
fulfill its obligations hereunder if such failure is due to a natural
calamity, act of government, or other cause beyond the control of such
party.
13.4 Days. Should the date on which any payment or other performance
of either of the parties hereto is due fall on a date that is a Saturday,
Sunday or legal holiday (recognized as such by the Federal Government) or
such other holiday recognized by one of the parties (together, "Holiday"),
then payment or performance shall not be due until the next day which is
not a Saturday, Sunday or Holiday.
13.5 Governing Law. The validity, construction, and performance of
this Agreement shall be governed by the laws of the state of California,
without regard to the conflicts of laws principles thereof.
13.6 Attorneys' Fees. The prevailing party in any arbitration or
litigation shall be entitled to recover reasonable attorneys' fees and
costs in arbitration to all other available relief.
13.7 Consent to Jurisdiction. Both parties consent to the jurisdiction
and proper venue of the state of California in connection with any action
or lawsuit instituted to enforce any provision of this Agreement.
13.8 Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law, the remaining
provisions of the Agreement will remain in full force and effect.
13.9 Rights Outside of Agreement. Nothing contained in this Agreement
shall be construed as limiting rights that the parties may enjoy outside
the scope of the licenses granted and the obligations and restrictions set
forth or treated herein.
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In Witness Whereof, eWorldMedia and SofCast have caused this Agreement
to be signed by their respective duly authorized officers as of the day and
year above written.
AGREED AND ACCEPTED:
eWorldMedia Holdings, Inc.
By: Date:
Xxx Xxxxxxxx, CEO
SofCast, Inc.
By: Date:
Xxxx Xxxxx, President
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