Confidentiality Agreement
The undersigned readers acknowledges that certain information provided by
both parties is confidential; therefore, both parties agree not to disclose
it without the express written permission of the other party.
It is imperative for the success of this agreement that no third parties
are privy to the terms of this agreement. By signing here both parties
agree not to share this information with any third party.
It is acknowledged by reader that information to be furnished in this
agreement is in all respects confidential in nature, other than information
which is in the public domain through other means and that any disclosure
or use of same parties, may cause serious harm or damage to the other
party.
------------------------------- ----------------------
eWorldMedia, Inc. Date
Xxx Xxxxxxxx
Chief Executive Officer
------------------------------- ----------------------
Xquisite Enterprises, LLC Date
XX Xxxxxx
Chief Executive Officer
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AGREEMENT FOR
TRAVEL SERVICES AND TECHNOLOGIES
This Agreement, entered into this 29th day of September 2005 is by and
between eWorldMedia, Inc., a Nevada corporation (the "Company"), and
Xquisite Enterprises, LLC ("XCorp.")
RECITALS:
---------
A. Company desires to hire XCorp to build a travel search engine
that allows travel to be booked on.
B. XCorp has substantial knowledge and experience in the "Travel"
and "Technology" business.
C. Company and XCorp are 50/50 co-owners of, or have acquired
rights to, the Software and Documentation as defined in
section 1.1 to 1.9 of this Agreement.
D. Company has allocated shares of a combination of common and
Series B preferred stock to further compensate XCorp.
E. XCorp desires to grant the Company and Company desires to
obtain from XCorp a(n) exclusive service to build a travel
search engine as defined in Section 1.1 to 1.9 of this
Agreement.
NOW, THEREFORE, in consideration of the terms and conditions
set forth herein, the parties hereto agree as follows:
1. Services of XCorp
-----------------
1.1. XCorp shall be in charge of developing travel technology
jointly with the Company. This includes the developing of
relationships to offer to the Company's clients online booking
of travel, integrating special travel packages, offering of a
travel "discount" card, and anything else that will make the
travel product attractive for the company's agents, clients
and customers.
1.2. Some of what XCorp will be working on is an air, car, hotel
booking engine 3rd party licenses and implementation- an ITA
(Independent Travel Agent) Card Program, intense multimedia
training & testing program, ITA card fulfillment services,
Travel Commission Generation Program, and Custom Travel
Booking Technology, (hereinafter "Software").
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1.3. XCorp will invest a full time effort with the Company. This
time will be spent improving the product offering and
developing relationships with suppliers, technology partners
and the technology staff.
1.4. XCorp shall invest a full time effort into the building of
eWorldMedia travel website presence.
1.5. XCorp will report to the Company staff member assigned by the
president of the Company.
1.6. XCorp performance will be based on a combination of customer
feedback, agent feedback, and sales of the Company's travel
division.
1.7. XCorp employs a team of five programmers that will be
investing a full time effort in aiding him to fulfill this
agreement. It is understood that these individuals are not
contracted by the Company and that it is the responsibility of
XCorp to compensate its team. XCorp is an independent
contractor and not employee of the Company.
1.8. XCorp will provide a subcontracted fulfillment for ITA card
fulfillment services. XCorp will ensure the fulfillment
center will coordinate a total delivery package from product
design to end-user mailing. ITA Card Welcome Packet will
include an ITA card, resource CD and professional letter of
accreditation. The subcontracted fulfillment center will
charge a processing fee of twenty-nine dollars and ninety-five
cents ($29.95) per ITA card to cover all postage, transaction
fees, labor and printing services directly from the
xXxxxxXxxxxx.xxx website. This fee requires the Company's
distributors and/or agents to process their payment via
website prior to accepting the policies and procedures and
passing the accreditation exam. XCorp does not make a profit
on any of these services.
1.9. XCorp will provide a travel agency which meets all
requirements, sellers of travel licensing and registration in
required states throughout the United States. This includes
general consumer disclosure and fraud statutes, and refund
policy requirements, some specifically addressing in part
travel services companies, which are applicable to any
business that arranges markets or sells travel services.
1.10. XCorp will charge a service fee per booking from
xXxxxxXxxxxx.xxx. This non-refundable service fee is charged
at the time of booking in order to offer the lowest prices,
system maintenance and on-going development. Applied
Management Services, LLC (hereinafter "AMS") has been
subcontracted to handle communication and payment services to
the Company. AMS will be paid a commission of the service fee
payable at the end of accounting month. Fifty percent (50%)
of the commissionable fees paid to AMS will then be paid to
the Company.
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2. Stock Compensation.
-------------------
In addition to any cash commissions earned through its sales efforts,
or through any other agreement, the Company has agreed to allow XCorp to
earn stock.
2.1 Stock Compensation Consideration.
---------------------------------
In consideration for entering into this Agreement, fifty
thousand (50,000) of its shares of Series B preferred stock
will be immediately issued XCorp by the Company.
2.2 Stock Compensation for Launch General Travel Search Engine.
-----------------------------------------------------------
On October 10, 2005 XCorp will deliver to the Company a
workable general travel search engine based on the following:
2.2.1 A general travel search engine will provide over eighteen
thousand (18,000) special internet rates which are guaranteed
the lowest rates. Consumers will be able to search over fifty
thousand (50,000) properties from leading GDS booking systems,
vacation packages (air, car & hotel), car rental and airlines
reservations. The general travel search engine will provide a
destination guide with content in over five thousand (5,000)
cities worldwide. Monthly specials will be featured. A
separate cruise booking engine will be linked to the general
travel search engine and provide rates from all major cruise
lines.
2.2.2 The Company will issue to XCorp an additional one hundred
eighty thousand (180,000) of its shares in a combination of
Series B preferred stock.
2.3 Stock Compensation for Launch FAM Engine.
-----------------------------------------
On November 1, 2005 XCorp will deliver to the Company a
workable FAM search engine based on the following:
2.3.1 A search engine that is the one comprehensive source for
familiarization (FAMs) and Travel Agent Reduced Rate Travel.
This search engine will find the best FAM trips around the
world - cruises, cruise seminars, river cruises, and land
trips to Europe, Australia, Asia, Africa, Central & South
America, the Caribbean, and certainly the USA. The search
engine will receive FAMs from over 700 cruise lines, tour
operators, wholesalers, hotels, etc. for travel agent travel
throughout the world. The search engine will provide month
after month with over 2,000 FAMs on over 200 pages.
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2.3.2 The Company will issue to XCorp an additional on hundred
eighty thousand (180,000) of its shares in common stock.
2.4 Stock Compensation for Launch Consolidator Engine.
--------------------------------------------------
On December 1, 2005 XCorp will deliver to the Company a
workable travel consolidator engine based on the following:
2.4.1 Consolidator search engine will provide multiple consolidator
fare comparisons along with real-time confirmed bookings,
these mean more options for your customer and agents. Powerful
search and tracking features combined with the most complete
content result in an unparalleled tool that will provide up to
70% discount on full published fares.
2.4.2 The Company will issue to XCorp an additional ninety thousand
(90,000) of its shares in common stock.
2.5 Additional Stock Compensation.
------------------------------
The Company shall allow XCorp to earn additional shares based
on increasing the value of the travel division and the company
through technology innovations. Both sides are willing to
meet at the end of this agreement to discuss the potential to
earn additional shares.
2.6 Stock Compensation Issuance.
----------------------------
The total amount of shares available to be issued to XCorp is
five hundred thousand (500,000) shares of series B preferred
stock or common stock. The shares will be issued within
seven days of the request and confirmation of each production
step.
3. Cash Compensation.
------------------
Upon signing of agreement, the Company will position each of XCorp
staff in a prime position of eWorldMedia, Inc. network marketing
binary plan. The Company will provide compensation to XCorp in the
amount of seventeen thousand five hundred dollars ($15,500) per month
for a period of four (4) months as a non-recoupable guarantee. Each
payment of seventeen thousand five hundred dollars ($17,500) is due on
the 25th of each month commencing with the first payment due on
September 30, 2005. From then on, the remaining three (3) payments
will be due on the 25th of each month. Thereafter, cash compensation
to XCorp staff shall derive from Company provided prime positioning of
each staff member into the eWorldMedia, Inc. network marketing binary
plan.
4. Travel.
-------
The Company will provide airfare, hotel, and car rental if needed and
meeting room if necessary for out of town meetings. These expenses
must be approved in advance by vice-president of eWorldTravel by email
confirmation.
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5. Confidentiality.
----------------
5.1. Confidential Information.
-------------------------
Both parties recognizes and acknowledges that certain
information, including, but not limited to, information
pertaining to the financial condition of both parties, its
systems, methods of doing business, agreements with customers
or suppliers, or other aspects of the business of both parties
or which are sufficiently secret to derive economic value from
not being disclosed (hereinafter "Confidential Information")
may be made available or otherwise come into the possession of
either party by reason of its engagement with the each party.
Accordingly, both parties agree that it will not (either
during or after the term of its Agreement with both parties)
disclose any Confidential Information to any person, firm,
corporation, association, or other entity for any reason or
purpose whatsoever or make use to its personal advantage or to
the advantage of any third party, of any Confidential
Information, without the prior written consent of the Board of
Directors (the "Board"). Both parties shall, upon termination
of this Agreement, return to either party all documents, which
reflect Confidential Information (including copies thereof).
Notwithstanding anything heretofore stated in this subsection
5.1, both parties' obligations under this subsection 5.1 shall
not, after termination of this Agreement, apply to information
which has become generally available to the public without any
action or omission of XCorp (except that any Confidential
Information which is disclosed to any third party by either
party or representative of either party who is authorized to
make such disclosure shall be deemed to remain confidential
and protectable under this subsection 5.1).
5.2 Maintenance of Confidential Information.
----------------------------------------
Each party agrees to keep confidential all confidential
information disclosed to it by the other party in accordance
herewith, and to protect the confidentiality thereof in the
same manner it protects the confidentiality of similar
information and data of its own (at all times exercising at
least a reasonable degree of care in the protection of
confidential information); providing, however, that neither
party shall have any such obligation with respect to use of
disclosure to others not parties to this Agreement of such
confidential information as can be established to: (a) have
been known publicly; (b) have been known generally in the
industry before communication by the disclosing party to the
recipient; (c) have become known publicly, without fault on
the part of the recipient, subsequent to disclosure by the
disclosing party; (d) have been known otherwise by the
recipient before communication by the disclosing party; or (e)
have been received by the recipient without any obligation of
confidentiality from a source (other than the disclosing
party) lawfully having possession of such information.
5.3 Injunctive Relief.
------------------
The Company acknowledges that the unauthorized use, transfer
of disclosure of the Software and Documentation or copies
thereof will (i) substantially diminish the value to XCorp of
the trade secrets and other proprietary interests that are the
subject of this Agreement; (ii) render XCorp's remedy at law
for such unauthorized use, disclosure or transfer inadequate;
and (iii) cause irreparable injury in a short period of time.
If the Company breaches any of its obligations with respect to
the use or confidentiality of the Software or Documentation,
XCorp shall be entitled to equitable relief to protect its
interests therein, including, but not limited to, preliminary
and permanent injunctive relief.
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5.4 Survival.
---------
The Company's and XCorp's obligations under this Section 5
will survive the termination of this Agreement or of any
license granted under this Agreement for whatever reason.
5.5 Records.
--------
All files, records, memoranda, and other documents regarding
former, existing, or prospective customers of the Company or
relating in any manner whatsoever to Confidential Information
or the business of the Company (collectively ""Records"),
whether prepared by XCorp or otherwise coming into its
possession, shall be the exclusive property of the Company.
All Records shall be immediately placed in the physical
possession of the Company upon the termination of this
Agreement, or at any other time specified by the Board. The
retention and use by the XCorp of duplicates in any form of
Records after termination of this Agreement is prohibited.
This provision excludes any information or records pertaining
to XCorp's downline organization(s). All Company agents and
customers acquired through these agents and through the
Company directly is the property of the Company. The
Company's customers will not be solicited to for any reason by
anyone except the Company. These customer and agent lists
will remain strictly confidential and always the property of
the company
5.6 Remedies.
---------
XCorp hereby recognizes and acknowledges that irreparable
injury or damage shall result to the Company in the event of a
breach or threatened breach by XCorp of any of the terms or
provisions of this Section 5, and XCorp therefore agrees that
the Company shall be entitled to an injunction restraining
XCorp from engaging in any activity constituting such breach
or threatened breach. Nothing contained herein shall be
construed as prohibiting the Company from pursuing any other
remedies available to the Company at law or in equity for such
breach or threatened breach, including, but not limited to,
the recovery of damages from XCorp and the termination of this
engagement with the Company in accordance with the terms of
this Agreement
6. Termination.
------------
This Agreement may be terminated by either party for any
reason upon thirty (30) days' prior written notice and shall
not be considered a breach of default of this Agreement. In
the event of termination of this Agreement, XCorp agrees to
deliver promptly to the Company all equipment, notebooks,
documents, memoranda, reports, files, samples, books,
correspondence, lists, or other written or graphic records,
and the like, relating to the Company's business, which are or
have been in its possession or under its control. If
terminated, the stock issued to XCorp will remain in the
possession and ownership of XCorp and all photo identification
credentials issued by CLIA, subcontracted travel agency and
business cards issued by subcontracted travel agency to the
Company's Independent Agents must be returned.
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7. Modifications.
--------------
The Company may, from time to time, request that XCorp
incorporate certain features, enhancements or modifications
into the Software. XCorp may, in its sole discretion,
undertake to incorporate such changes. Upon writing, all
expenses from such error corrections, bug fixes, patches,
updates or other modifications shall be shared equally and
jointly owned between both parties.
8. Intellectual Property.
----------------------
Any and all inventions, discoveries, developments, and
innovations not included in the original Software for the
Company, whether patentable or not, conceived by XCorp, either
solely or in concert with others, which (a) relate in any
manner to the business affairs and interests of XCorp, (b) are
suggested by or results from its work, or (c) result from the
use of XCorp's time, material or facilities, are the lawful
property of XCorp. Certain material and information which has
or will come into the Company's possession or knowledge in
connection with Xcorp's work together may be marked or noted
as "confidential". Disclosure to or use by third parties of
any such material or information will not be disclosed.
9. Exclusivity.
------------
It is understood that XCorp can never build a travel search
engine or compete with the Company's product as described in
the Agreement, unless the Company files bankruptcy or closes
its business.
10. First Rights of Refusal on Purchase.
------------------------------------
It is understood that in the unlikely event that the Company
should go bankrupt, the Company will send notification to
XCorp and offer the first right of refusal to purchase the co-
ownership of the technology for a total of seventy thousand
dollars ($70,000) and five hundred thousand shares (500,000)
that were issued to XCorp per this Agreement.
11. Sale of Travel Software.
------------------------
It is agreed that in the unlikely event that either party
sells their share of the travel software, it must be agreed
upon by both parties in this Agreement. Any proceeds earned
on the sale of travel software will be split evenly between
the both parties.
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12. Protection of Software.
-----------------------
12.1. Proprietary Notices.
--------------------
Company agrees to respect and not to remove, obliterate,
or cancel from view any copyright, trademark, confidentiality
or other proprietary notice, xxxx or legend appearing on any
of the Software or output generated by the Software, and to
reproduce and include same on each copy of the Software.
12.1.1. No Reverse Engineering.
-----------------------
Company agrees not to modify, reverse engineer,
disassemble, or decompile the Software,or any portion thereof.
12.2. Ownership.
----------
Company futher acknowledges that all copies of the Software in
any form provided by XCorp or made by Company is fifty percent
(50%) co-owned property of both parties. Both parties shall
have any right, title, or interest to any such Software or
copies thereof except as provided in this Agreement, and
further shall secure and protect all Software andDocumentation
consistent with maintenance of both parties' proprietary
rights therein.
13. Warranties, Superior Rights, and Indemnification.
-------------------------------------------------
13.1 Limited Warranty.
-----------------
XCorp agrees to a "best effort" in producing all deliverables
proposed, but cannot warrant any deliverables to be free of
errors and/or omissions. If the Company discovers and reports
any errors and/or omissions in deliverables provided to the
Company, XCorp agrees to provide corrected deliverables in a
timely manner and shall be the sole remedy. The Company
agrees that XCorp shall not be liable for any lost profits,
consequential damages, or any claim against the Company by any
person or entity arising out of the use, misuse, defect in or
failure of any deliverables provided or developed hereunder.
13.2 Disclaimer of Warranties.
-------------------------
XCORP DOES NOT REPRESENT OR WARRANTY THAT ALL ERRORS IN THE
SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES
STATED IN SECTION 11.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE
WARRANTIES OFFERED BY XCORP. THERE ARE NO OTHER WARRANTIES
RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED
HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF DESIGN, MERCHANT ABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE, EVEN IF XCORP IS AUTHORIZED
TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF XCORP AS SET
FORTH HEREIN.
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13.3 Limitation of Liability.
------------------------
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION
WHICH XCORP IS CHARGING HEREUNDER DOES NOT INCLUDE ANY
CONSIDERATION FOR ASSUMPTION BY XCORP OF THE RISK OF THE
COMPANY'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE
IN CONNECTION WITH THE COMPANY'S USE OF THE SOFTWARE AND
DOCUMENTATION. ACCORDINGLY, THE COMPANY AGREES THAT XCORP
SHALL NOT BE RESPONSIBLE TO THE COMPANY FOR ANY LOSS-OF-
PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE OR
DOCUMENTATION. Any provision herein to the contract
notwithstanding, the maximum liability of XCorp to any person,
firm or corporation whatsoever arising out of or in the
connection with any license, use or other employment of any
software delivered to the Company hereunder, whether such
liability arises from any claim based on breach or repudiation
of contract, warranty, tort or otherwise, shall in no case
exceed the actual price paid to XCorp by the company for the
Software whose license, use, or other employment give rise to
the liability. The essential purpose of this provision is to
limit the potential liability of XCorp arising out of this
Agreement. The parties acknowledge that the limitations set
forth in this Section 13 are integral to the amount of
consideration levied in connection with the license of the
Software and Documentation and any services rendered hereunder
and that, were XCorp to assume any futher liability other than
as set forth herein, such consideration would of necessity be
set substantially higher.
14. Force Majuere.
--------------
Neither the Company or XCorp shall be responsible for delays
or failure in performance resulting from acts beyond control
of such party, such as (but not limited to) acts of God,
strikes, lockouts, riots, acts of war, epidemics, changes in
governmental regulations, fire, communication line failures,
power failures, earthquakes or other disasters.
15. Miscellaneous.
--------------
15.1. Notices.
--------
All notices, requests, demands, and other communications
required to or permitted to be given under this Agreement
shall be in writing addressed to the other party at the
address set forth below and shall be conclusively deemed to
have been duly given when:
(a) Hand-delivered to the other party;
(b) Received when sent by telex or facsimile at the
address and number set forth below;
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(c) The next business day after same have been
deposited with a national overnight delivery
service, shipping prepaid, addressed to the
parties as set forth below with next business day
delivery guaranteed, provided that the sending
party receives a confirmation of delivery from
the delivery service provider; or
(d) Three business days after mailing if mailed from
within the continental United States by
registered or certified mail, return receipt
requested, addressed to the parties as set forth
below.
Company: 000 Xxxxxxx Xxxxxx Xx. Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Facsimile Number (000) 000-0000
Xxxxxxx X. Xxxxxxx, President
XCorp:
00-000 Xxxxxx Xxxxxx
Xxxx, Xxxxxx, 00000
Facsimile Number (000) 000-0000
Xxxxx X. Xxxxxx, President
15.2. Entire Agreement; Modification; Waiver.
---------------------------------------
This Agreement constitutes the entire agreement between or
among the parties pertaining to the subject matter contained
in it and supercedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No
supplement, modification, or amendment of this Agreement will
be binding unless executed in writing by all the parties or
the applicable parties to be bound by such amendment. No
waiver of any of the provisions of this Agreement will
constitute a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver.
No waiver will be binding unless executed in writing by the
party making the waiver.
15.3. Assignment.
-----------
This Agreement is a personal contract for XCorp, and the
rights and interests of XCorp hereunder may not be sold,
transferred, assigned, pledged or hypothecated except as
otherwise expressly permitted by the Company. The Company
shall have the right to assign this Agreement to any successor
of substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.
However, the company will allow XCorp to designate any stock
allocations to the person(s) or entities of his choice.
15.4. Timelines.
----------
Milestone delivery dates suggested in this Agreement are for
illustrative purposes only, and may be adjusted depending upon
factors beyond the control of XCorp. Application requirements
invariably change during the course of the design process, to
create better and more functional application. Changes in or
clarifications of application requirements are not considered
"errors and/or omissions" but changes that are a normal part
of the development process and should be expected.
15.5. Governing Law.
--------------
This Agreement and the rights and duties of the parties hereto
shall be construed and determined in accordance with the laws
of the State of California, and any and all actions to enforce
the provisions of this Agreement shall be brought in a court
of competent jurisdiction in Orange County, in the State of
California, and in no other place.
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15.6. Severability.
-------------
If any provision of this Agreement is held invalid or
unenforceable by any court of final jurisdiction, it is the
intent of the parties that all other provisions of this
Agreement be construed to remain fully valid, enforceable, and
binding on the parties.
15.7. Effect of Headings.
--------------------
The subject headings of the sections and subsections of this
Agreement are included for convenience only and will not
affect the construction of any of its provisions.
15.8. Counterparts; Facsimile Execution.
----------------------------------
This Agreement may be executed in any number of counterparts
and all such counterparts taken together shall be deemed to
constitute one instrument. Delivery of an executed
counterpart of this Agreement by facsimile shall be equally as
effective as delivery of a manually executed counterpart of
this Agreement. Any party delivering an executed counterpart
of this Agreement by facsimile also shall deliver a manually
executed counterpart of this Agreement, but the failure to
deliver a manually executed counterpart shall not affect the
validity, enforceability, or binding effect of this Agreement.
15.9. Full Knowledge.
---------------
By their signatures, the parties acknowledge that they have
carefully read and fully understand the terms and conditions
of this Agreement, that each party has had the benefit of
counsel, or has been advised to obtain counsel, and that each
party has freely agreed to be bound by the terms and
conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above written.
-----------------------------------
Xxx Xxxxxxxx
Chief Executive Officer,
eWorldMedia Inc.
-----------------------------------
Xxxxx X. Xxxxxx
President, XCorp , LLC
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