Exhibit 10.12
HEADS OF AGREEMENT
This agreement is made on 28th December 2001
Between
TiG ACQUISTION CORPORATION registered in Delaware of Corporation Center,
Suite P-4, 00 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 ("TiG")
and
IVP TECHNOLOGY INCORPORATED registered in Nevada of 0000 Xxxxxxxxx Xxxx.
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 ("IVP")
RE: SOFTWARE DISTRIBUTION ARRANGEMENTS
1. INTRODUCTION
Further to our recent discussions, we set out below the terms on which
TiG is prepared to appoint IVP as a distributor of its Classifier
software ("Software"). It is our intention that a further more detailed
agreement will be negotiated and agreed between us in relation to the
arrangements set out in this agreement. However, until such further
agreement is agreed and executed, all dealings between us will be on the
terms set out in this agreement.
2. APPOINTMENT
TiG appoints IVP as an authorized distributor of the Software:
2.1. on a non-exclusive basis;
2.2. in North America (USA, Canada and Mexico and their overseas
territories) only (or otherwise by written agreement with TiG in
exceptional circumstances)("Territory")
provided that IVP shall not be entitled to sell the Software to persons
carrying on business, or for applications for use, in the general
insurance industry. At all times, IVP will coordinate sales efforts to
not compete directly with TiG in any opportunity.
3. INTELLECTUAL PROPERTY
3.1. All intellectual property in the Software shall be and remain
vested in TiG and IVP will not use, copy, modify or distribute
the Software except as provided in this agreement.
3.2. TiG will grant to IVP a non-exclusive right and licence to use,
copy, reproduce and display (in any medium) the TiG trade marks
and trade names listed in appendix 1 to this agreement, both
internally and to actual or prospective customers solely for the
purposes of the distribution of the Software and subject to such
restrictions as TiG may from time to time impose.
4. PRICING TERMS
4.1. IVP may not sell any of the Software for a price which is less
than that set out in paragraph 4.2 below unless TiG specifically
consents to such sale.
4.2. Sales of the Software shall be at not less than 50% of the list
price for such Software from time to time specified in writing by
TiG. At the date of this agreement, the applicable list prices
are as follows:
4.2.1. in respect of departmental licences of the Software,
F150,000; and
4.2.2. in respect of organization wide licences of the
Software, F500,000.
5. PURCHASE OF SOFTWARE STOCK
On signing of this agreement IVP will purchase from TiG, Software to the
value of F2,500,000. TiG shall invoice for such sum
immediately (plus any appropriate taxes) and payment will be due upon
either within 10 days of receipt of funds by IVP from IVP's customers
for the Software or as below, whichever is the earlier:
5.1. F500,000 (plus appropriate taxes) no later than 31 March
2002; and
5.2. F500,000 (plus appropriate taxes) no later than 30
September 2002; and
5.3. the balance of F1,500,000 (plus appropriate taxes) on or
prior to 31 December 2002.
6. ARRANGEMENTS WITH CUSTOMERS
IVP will licence the Software to customers broadly under the terms of
TiG's end user licence as set out in appendix 2 to this agreement.
Payment of all licence fees will be made directly to IVP and IVP will
account to TiG for the amounts received at 50% of list price in
accordance with clause 4.2.
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7. TERM AND TERMINATION
7.1. This agreement (and any formal legal agreement executed pursuant
to this agreement) will be for an initial period of 2 years but
will continue thereafter unless and until terminated by the
giving by either party to the other of not less than 6 months
notice expiring at any time on or after the second anniversary.
7.2. TiG may terminate this agreement forthwith if IVP commit any
material breach of its terms and (where that breach is a capable
of remedy) IVP fail to remedy that breach within 14 days of
receipt of notice from TiG requiring IVP so to do.
7.3. Either of us may terminate this agreement forthwith by notice in
writing to the other in the event that the other:
7.3.1. is unable to pay its debts as they fall due (within the
meaning of section 123 of the Insolvency Act 1986);
7.3.2. enters into a voluntary arrangements or composition or
reconstruction of its debts;
7.3.3. has a petition for its winding up, dissolution or
administrator presented in respect of it;
7.3.4. has a liquidator, receiver, administrative receiver or
similar officer appointed in respect of it; or
7.3.5. is the subject of any similar action, application or
proceeding in the jurisdiction to which it is subject.
8. RESTRICTIONS
8.1. IVP undertake to and covenant with TiG that IVP will not during
the term of this agreement or for a period of 12 months following
its termination.
8.1.1. sell as principal or agent jointly or individually, or
assist (directly or indirectly) in the sale of, any
software product which competes with the Software; and
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8.1.2. approach, solicit, seek to entice away from TiG (or any
of its Group companies) or actually employ any person
who is at any time during the term of this agreement an
employee of TiG or any companies in the same group as
TiG.
9. INDEMNITY
IVP will indemnify TiG in respect of any liability which it may suffer
or as a consequence of any act or omission by IVP in connection with the
sale, distribution and licencing of the Software.
10. EXCLUSION OF LIABILITY
10.1. No warranty is given by TiG as to the performance of suitability
for purpose of the Software.
10.2. TiG shall not be liable to IVP for any indirect, special or
consequential damages and TiG's liability in respect of all other
damages shall be limited to the amount paid by IVP to TiG
hereunder in the previous 12 months provided that nothing in this
agreement shall exclude TiG's liability for death or personal
injury resulting from negligence.
10.3. IVP may not make any claim against TiG arising out of this
agreement more than 12 months after the course of action arose.
11. COSTS
Each of TiG and IVP shall be responsible for their own costs and
expenses in connection with the matters herein contemplated.
12. CONFIDENTIALITY
Both TiG and IVP, will keep confidential all information concerning the
Software, the business, actual and prospective customers, plans and
other confidential information relating to the business of the other
disclosed by one of us to the other in connection with this agreement or
otherwise coming to the other's knowledge.
13. GENERAL
13.1. This agreement is personal to IVP and may not be assigned,
novated or sub-licenced by IVP to any other party.
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13.2. TiG may assign, novate or otherwise dispose of the whole or any
part of its rights and obligations under this agreement to any
member of its Group.
13.3. Nothing in this agreement shall constitute, create or give effect
to a joint venture, pooling arrangement or a partnership between
the parties and no party shall have the right to bind the other
without the others' express written consent.
13.4. This agreement shall be governed by and construed in accordance
with the laws of England.
14. ACCEPTANCE
To signify IVP's agreement to the terms set out in this agreement please
countersign and return a copy of this agreement to TiG marked for the
attention of Xxxxx Xxxxx.
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duly authorized signatory for and on behalf of
TIG ACQUISITION CORPORATION
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duly authorized signatory for and on behalf of
IVP TECHNOLOGY INC.
By: Xxxxx X. XxxXxxxxx, President and CEO
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APPENDIX 1
The Innovation Group
Classifier
Innovative Claims Management
Geniq
Innovative Policy Management
Innovative Propositions Management
TiG
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