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EX. 10.1
This Agreement is made on the 18th of April 2000
BETWEEN
XXXxxxxx.xxx Inc. of {"XXXxxxxx.xxx Inc.") of the one part and
GOLDEN NET LIMITED of 00xx Xxxxx, Xxxxx Xxxxxxxx, 00 Xxxxxx Xxxx, Tsim Sha Tsui,
Kowloon, Hong Kong and PARTY ASSETS LIMITED of Xxxx 0000, 0 Xxxxx'x Xxxx
Xxxxxxx, Xxxx Xxxx. Collectively referred to as (the "Business Partners").
WHEREAS:
1. XXXxxxxx.xxx Inc. or its subsidiaries collectively (XXXxxxxx.xxx) have
developed, own and operate a certain business whereby XXXxxxxx.xxx Inc.
carries on the business of promoting, sales and marketing and conducting
advertising for businesses providing goods and services to others via the
Internet. The main business is conducted as an electronic coupon Internet
site at "xxxxxxxxxxxx.xxx" ("the Business") which is operated in accordance
with the distinctive system and plan utilizing and comprising certain
proprietary marks, confidential information, standards, specifications,
identifying schemes and materials insignia, management methods, sales and
management procedures and systems, training manuals and all other necessary
and incidental information technology knowhow and documentation and
materials (the "Operating System").
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2. The operation of the Business has generated significant goodwill, such
goodwill and prestige and public image shall be referred to as the
"SUMmedia Image".
3. XXXxxxxx.xxx Inc. is the proprietor of or has rights to the use of the
designations, trademarks and other intellectual property rights, full
particulars of which appear in Schedule 1 hereto.
4. The Business Partners will establish (with the participation of
XXXxxxxx.xxx Inc., Party Assets Limited and Golden Net Limited) a company
namely XXXxxxxx.xxx Asia Limited ("XXXxxxxx.xxx Asia") to operate the
Business in the territory (the "Territory") as specified in Schedule 2
hereto.
5. The parties hereto wish to enter into this joint venture agreement
regarding the establishment of XXXxxxxx.xxx Asia and the operations of the
Business in the Territory in the manner and on the terms and conditions
more particularly described below.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-
1. The Business Partners herein agree that they will forthwith establish (if
they have not already done so) XXXxxxxx.xxx Asia Limited ("XXXxxxxx.xxx
Asia"), a joint venture operating company to organize and operate the
Business in the
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Territory based on the Operating System, utilizing electronic coupons as
its main component. XXXxxxxx.xxx Asia with the support of all joint venture
business parties hereto will develop and promote related and incidental
products for the Business.
2. a) XXXxxxxx.xxx Inc. agrees to provide investment support for
XXXxxxxx.xxx Asia in the sum of US$450,000 (US dollars, four hundred
and fifty thousand) by way of investment in XXXxxxxx.xxx Asia.
b) XXXxxxxx.xxx Inc. has established a company namely SUMcayman
Investments Limited to hold its shareholding in XXXxxxxx.xxx Asia.
3. Golden Net Limited agrees to provide investment support for XXXxxxxx.xxx
Asia in the sum of US$450,000 (US dollars four hundred and fifty thousand)
by way of investment in XXXxxxxx.xxx Asia.
4. Party Assets Limited agrees to provide investment support for XXXxxxxx.xxx
Asia In the sum of US$100,000 (US dollars one hundred thousand) by way of
investment in XXXxxxxx.xxx Asia.
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5. XXXxxxxx.xxx Asia and its related structure shall be owned beneficially and
of record between the parties in the following proportions:
SUMcayman Investments Ltd. 45%
Golden Net Limited 45%
Party Assets Limited 10%
6. XXXxxxxx.xxx Inc. (as Master Licensor) will grant to XXXxxxxx.xxx Asia (as
Master Licensee) an exclusive master license to operate the Business
utilising the Operating System in the Territory. Under such Master License,
XXXxxxxx.xxx Asia will be granted the right to grant sub-licenses to
licensees in the Territory. A draft of the Master License Agreement is now
attached to Schedule 3 hereto.
7. XXXxxxxx.xxx Inc. agrees to introduce any similar businesses or businesses
connected with the Business (if the same shall relate to the Territory) to
XXXxxxxx.xxx Asia on an exclusive basis; XXXxxxxx.xxx Asia agrees to
introduce any similar businesses or businesses connected with the Business
(if the same shall relate to opportunities outside the Territory) to
XXXxxxxx.xxx Inc. on an exclusive basis.
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8. Any similar or connected businesses to the Business previously carried on
by XXXxxxxx.xxx Inc. in the Territory shall be transferred into the joint
venture at no cost and shall be carried on by XXXxxxxx.xxx Asia save as
stipulated specifically in the Master License Agreement.
9. The parties hereto shall procure all their intermediaries and/or related
parties holding any interest (legal or beneficial) to observe and comply
with all the terms and conditions of the agreement from time to time
entered into between the parties hereto.
10. The executive control of the within contemplated joint venture shall be
vested in the corporate structure of XXXxxxxx.xxx Asia including the Board
of XXXxxxxx.xxx Asia.
11. The initial paid-up capital of XXXxxxxx.xxx Asia shall be US$1,000,000 (US
dollars one million).
12. The Business Partners will use their best endeavours to immediately
establish XXXxxxxx.xxx Asia, to implement the Operating System and commence
all things necessary for the start-up of the Business to a level where all
business and supporting units are fully operational by May 1, 2000.
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13. The Business Partners shall also procure further funding and support to an
extent required for continued operations of XXXxxxxx.xxx Asia as shall be
agreed between the parties.
14. The parties hereto agree that for the regulation of XXXxxxxx.xxx Asia, they
shall enter into, observe and comply with a shareholders agreement
("Unanimous Shareholder Agreement) to be executed as soon as possible after
the signing of this Agreement.
15. The parties hereto will diligently enter into negotiations in good faith
and shall enter into formal agreements, including the Unanimous
Shareholders Agreement, covering all necessary and incidental aspects of
their mutual rights and obligations.
SIGNED by the respective parties the day and year first before mentioned,
Signed by )
for and on behalf ) /s/ [ILLEGIBLE]
of Golden Net Limited )
in the presence of: - )
/s/ [ILLEGIBLE]
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Signed by )
for and on behalf ) /s/ [ILLEGIBLE]
of XXXxxxxx.xxx Inc. )
in the presence of: - )
/s/ [ILLEGIBLE]
Signed by )
for and on behalf ) /s/ [ILLEGIBLE]
of Party Assets Limited )
in the presence of: - )
/s/ [ILLEGIBLE]
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SCHEDULE I
Proprietary Rights
XXXxxxxx.xxx Inc. in developing the Operating System has created and/or acquired
certain proprietary information, technology, methods, marks, systems and
procedures ("Proprietary Rights") including but not limited to:
1. the trade marks:
1.1 trademark applications filed
Trademark Tm App # APP Date Trademark Owner
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FUEL 55 Mar 9, 2000 SUMmedia Corp.
MEGAPACKAGE Mar 9, 2000 SUMmedia Corp.
SAVINGUMONEY 99/17861 Dec 6, 1999 SUMmedia Corp.
SUMMEDIA 99/17862 Dec 6, 1999 SUMmedia Corp.
SUMmon the Power
of the Internet Mar 9, 2000 SUMmedia Corp.
1.2 trademarks to be filed
Sumidea; coupons for just about anything; coupons for just about
anything anywhere; coupons online for just about anything; Sumspot;
scissors design; saving you money; Sumasia
2. all registered and pending domain names including:
a) xxxxxxxxxxxx.xxx
b) xxxxxxxxxxxxxx.xxx
c) xxxxxxxx.xxx
3. patent application for Operating System's billing systems - pending
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SCHEDULE 2
The Territory
[MAP]
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SCHEDULE 3
DRAFT MASTER LICENSE AGREEMENT
[omitted]
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