Exhibit 2 (b)
STRATEGIC ALLIANCE AGREEMENT
STRATEGIC ALLIANCE FOR XXXX.XXX AND XXXXXX SYSTEMS, LTD
THIS STRATEGIC ALLIANCE (hereinafter referred to as the "Agreement") is
entered into this 18th day of May, 2000, by and among XXXx.xxx ("XXXx.xxx"), a
Florida corporation, and Xxxxxx Systems Limited, Inc. ("Xxxxxx"), a Delaware
corporation, for the purposes set forth herein.
W I T N E S S E T H:
WHEREAS, the parties are desirous of forming a strategic alliance by
execution hereof for the purposes set forth herein and are desirous of fixing
and defining between themselves their respective responsibilities, interests,
and liabilities;
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the Parties herein agree to work in conjunction, for the
purposes set forth herein, and intending to be legally bound hereby, the Parties
hereto do covenant, agree and certify as follows:
ARTICLE I. BUSINESS OF PARTIES AND PURPOSE OF THE STRATEGIC ALLIANCE
1.1 BUSINESS OF PARTIES.
XXXx.xxx, Inc., is a publicly traded business-to-business infrastructure
company that partners with emerging-growth technology and Internet companies to
provide them assistance with capital formation and management, technology and
systems development and consulting, human resources implementation and support,
and investor public relations. Xxxxxx is a publicly traded company that intends
to acquire, develop and/or operate Internet and Technology related companies
through majority owned subsidiaries or investment in other Internet companies
through venture capital agreements.
1.2 PURPOSE OF THE AGREEEMENT.
The parties desire to obtain an interest in each other's organization so
that they may pursue common goals for their joint benefit.
1.3 SCOPE OF SERVICES THAT ARE AVAILABLE.
Xxxxxx can provide XXXx.xxx with financial and business consulting,
investor relations and other services as well as projects mutually agreed upon
through its subsidiary, Nextnet. XXXx.xxx can provide Xxxxxx with business,
technology, human resources, investor relations and other consulting services as
well as projects mutually agreed upon with Xxxxxx.
ARTICLE ll. EXCHANGE OF STOCK
XXXx.xxx agrees to xxxxx Xxxxxx $336,000 worth of XXXx.xxx's Common Stock,
par value $.001 per share ("INFE Shares"). The share price for the purpose of
determining the number of shares to grant is measured at the average trading
price of the shares over the thirty trading days prior to the date of the
signing of this Agreement, which is 300,000 shares at $1.12 per share. Such
shares shall be granted subject to Rule 144 of the SEC. In exchange for the INFE
Shares, Xxxxxx agrees to grant INFe $336,000 worth of Xxxxxx'x Common Stock, par
value $.001 per share ("Xxxxxx Shares"). The share price for the purpose of
determining the number of shares to grant is measured at the average trading
price of the shares over the thirty trading days prior to the date of the
signing of this Agreement, or 4,307,692 million shares at $.078 per share. Such
shares shall be granted subject to Rule 144 of the SEC.
It is agreed by the parties hereto that Xxxx.xxx agrees to include the INFE
Shares into the first Form SB-2 Public Offering Registration Statement that it
files with the Securities Exchange Commission after the date of this agreement
subject to the parties entering into mutually agreeable lockup and leakout
agreements. It is further agreed by the parties hereto that Xxxxxx agrees to
include the Xxxxxx Shares into the first Public Offering Registration Statement
that it files with the Securities Exchange Commission after the date of this
agreement subject to the parties entering into mutually agreeable lockup and
leakout agreements.
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ARTICLE III. TERM
3.1 TERM.
The term of the Agreement shall commence as of the date hereof and shall be
terminated and dissolved upon the unanimous agreement of the parties.
ARTICLE IV. NON-DISCLOSURE, NON-USE AND NON-COMPETE PROVISIONS
4.1 NON-DISCLOSURE AND NON-USE.
Each Party agrees that, except as may be required to be disclosed to a
third party in the discharge of each Party's duties under this Agreement, it
shall regard and preserve as confidential all information pertaining to the
business of the other Party, its customers, employees and others that has been
obtained by it during the course of this Agreement. During any period of this
Agreement, each Party shall not, directly or indirectly, use for its own benefit
or for the benefit of any third party or disclose to any others any of such
information without written authority from the other Party. The obligations set
forth in the preceding sentences of this section shall not apply to any
information which is or comes into the public domain through no wrongful act or
omission of a Party. This section shall not be construed as restricting any
Party from disclosing any information (whether proprietary and confidential to
an Party or not) to its own employees or others engaged by such Party who
reasonably require access to such information in order to discharge their
duties. Notwithstanding the other provisions of this section, if such Party
obtains any information subject to statutory, regulatory, or judicial restraints
on disclosure, including but not limited to federal and state securities laws
and regulations, or any information which such Party is directed to disclose by
law, regulation, government administrative action, or judicial order, such Party
shall observe said restraints and directives.
4.2 NON-COMPETITION.
So long as this Agreement is in existence and for an additional twelve (12)
months thereafter, the Parties shall not directly or indirectly solicit any
clients or employees of the other Party without the written permission of the
other Party.
4.3 ACKNOWLEDGMENTS.
Each Party acknowledges that it has carefully read this Agreement and has
given careful thought to the restraints imposed by this Agreement, and is in
full accord as to their necessity for the reasonable and proper protection of
each Party. Each Party expressly acknowledges and agrees that each and every
restraint imposed by this Agreement is reasonable with respect to subject
matter, time period, and geographical scope, and may be enforced by equitable
remedies including Temporary Restraining Orders, Preliminary Injunctions, and
Permanent Injunctions.
ARTICLE V. RESOLUTION OF DISPUTES
5.1. All disputes arising out of this Agreement between the Parties that is
not resolvable by good faith negotiations by shall be settled by arbitration. In
so agreeing the parties expressly waive their right, if any, to a trial by jury
of these claims and further agree that the award of the arbitrator shall be
final and binding upon them as though rendered by a court of law and enforceable
in any court having jurisdiction over the same. Reasonable attorney fees shall
be paid by the prevailing party.
ARTICLE VI. REPRESENTATIONS AND WARRANTIES
XXXx.xxx hereby represents and warrants to as follows:
6.1. XXXx.xxx is a corporation duly incorporated, validly existing, and in
good standing under the laws of the State of Florida, and has the corporate
power and is duly authorized to carry on its businesses where and as now
conducted and to own, lease, and operate its assets as it now does.
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6.2. The execution, delivery, and performance by XXXx.xxx of and the
consummation of the transactions contemplated in this Agreement have been duly
and validly authorized by the Board of Directors of XXXx.xxx, and XXXx.xxx
represents and warrants that it has the right, power, legal capacity, and
authority to enter into and perform its obligations under this Agreement, and
that no consent or approval of, notice to, or filing with any governmental
authority having jurisdiction over any aspect of the business or assets of
XXXx.xxx, and no consent or approval of or notice to any other person or entity
is required in connection with the execution and delivery by XXXx.xxx of or the
consummation by XXXx.xxx of the transactions contemplated in this Agreement.
6.3. The execution, delivery, and performance of this Agreement by XXXx.xxx
and the consummation of the transactions contemplated hereby and thereby, do not
and will not result in or constitute (a) a breach of any term or provision of
this Agreement; (b) a default, breach, or violation, or an event that, with
notice or lapse of time or both, would be a default, breach, or violation of any
of the terms, conditions, or provisions of the Articles of Incorporation or
Bylaws of XXXx.xxx; (c) a default, breach, or violation, or an event that, with
notice or lapse of time or both, would be a default, breach, or violation of any
of the terms, conditions, or provisions of any lease, license, promissory note,
security agreement, commitment, indenture, mortgage, deed of trust, or other
agreement, instrument, or arrangement to which XXXx.xxx is a party or by which
it or any of its assets are bound; (d) an event that would permit anyone to
terminate or rescind any agreement or to accelerate the maturity of any
indebtedness or other obligations of XXXx.xxx; or (e) the creation or imposition
of any lien, charge, or encumbrance on any of the assets of XXXx.xxx.
Xxxxxx hereby represents and warrants as follows:
6.4. Xxxxxx is a corporation duly incorporated, validly existing, and in
good standing under the laws of the State of Delaware, and has the corporate
power and is duly authorized to carry on its businesses where and as now
conducted and to own, lease, and operate its assets as it now does.
6.5. The execution, delivery, and performance by Xxxxxx of and the
consummation of the transactions contemplated in this Agreement have been duly
and validly authorized by the Board of Directors of Xxxxxx, and Xxxxxx
represents and warrants that it has the right, power, legal capacity, and
authority to enter into and perform its obligations under this Agreement, and
that no consent or approval of, notice to, or filing with any governmental
authority having jurisdiction over any aspect of the business or assets of
Xxxxxx, and no consent or approval of or notice to any other person or entity is
required in connection with the execution and delivery by Xxxxxx of or the
consummation by Xxxxxx of the transactions contemplated in this Agreement.
6.6. The execution, delivery, and performance of this Agreement by Xxxxxx
and the consummation of the transactions contemplated hereby and thereby, do not
and will not result in or constitute (a) a breach of any term or provision of
this Agreement; (b) a default, breach, or violation, or an event that, with
notice or lapse of time or both, would be a default, breach, or violation of any
of the terms, conditions, or provisions of the Articles of Incorporation or
Bylaws of Xxxxxx; (c) a default, breach, or violation, or an event that, with
notice or lapse of time or both, would be a default, breach, or violation of any
of the terms, conditions, or provisions of any lease, license, promissory note,
security agreement, commitment, indenture, mortgage, deed of trust, or other
agreement, instrument, or arrangement to which Xxxxxx is a party or by which it
or any of its assets are bound; (d) an event that would permit anyone to
terminate or rescind any agreement or to accelerate the maturity of any
indebtedness or other obligations of Xxxxxx; or (e) the creation or imposition
of any lien, charge, or encumbrance on any of the assets of Xxxxxx.
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ARTICLE VII, INDEMNIFICATION
8.1. XXXx.xxx agrees to indemnify and hold harmless Xxxxxx from, against,
and in respect to any and all losses, expenses, costs, obligations, liabilities,
and damages, including interest, penalties, and reasonable attorneys' fees and
expenses (collectively, "Losses") Xxxxxx may incur by reason of (a) XXXx.xxx's
breach of or failure to perform any of its representations, warranties,
commitments, covenants, or agreements in this Agreement or in any instrument,
agreement, or exhibit furnished or to be furnished by or on behalf of XXXx.xxx
under this Agreement; or (b) any act or omission of XXXx.xxx after the execution
of this Agreement that constitutes a breach, default, or failure to perform any
obligation, duty, or liability of XXXx.xxx.
8.2. Xxxxxx agrees to indemnify and hold harmless XXXx.xxx from, against,
and in respect to any and all losses, expenses, costs, obligations, liabilities,
and damages, including interest, penalties, and reasonable attorneys' fees and
expenses (collectively, "Losses"). XXXx.xxx may incur by reason of (a) Xxxxxx'x
breach of or failure to perform any of its representations, warranties,
commitments, covenants, or agreements in this Agreement or in any instrument,
agreement, or exhibit furnished or to be furnished by or on behalf of Xxxxxx
under this Agreement; or (b) any act or omission of Xxxxxx after the execution
of this Agreement that constitutes a breach, default, or failure to perform any
obligation, duty, or liability of Xxxxxx.
ARTICLE VIII, OTHER PROVISIONS
9.1. This Agreement constitutes the entire agreement of the parties and may
not be altered, unless the same is agreed upon in writing signed and
acknowledged by the parties.
9.2. This Agreement is binding upon the heirs, court appointed
representatives, assigns, and successors of the parties.
9.3. This Agreement shall be governed by the laws of the Commonwealth of
Virginia.
9.4. Signatures transmitted by facsimile shall be deemed legally binding.
So agreed and executed this 18th day of May, 2000.
XXXx.xxx, Inc.
By:/s/T.M. Richfield
--------------------
T.M. Richfield
Its:President
Xxxxxx Systems Limited, Inc.
By:/s/Xxxxxxx Xxxxxxxxx
-----------------------
Xxxxxxx Xxxxxxxxx
Its: President
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