EXHIBIT 10.11
FINANCIAL WEBSITE AGREEMENT
BETWEEN
SCANDINAVIA ONLINE AS (NORWAY)
AND
SCANDINAVIA ONLINE A/S (DENMARK)
AND
XXXXXXXXXXXXXXXXXX.XXX, INC.
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 1
1. DEFINITIONS..........................................................................................4
2. SUPPLY AND PROMOTION OF CONTENT AND FINANCIAL TRANSACTIONAL SERVICES TO THE SOL PORTALS..............9
3. GRANT OF LICENCES...................................................................................12
4. PAYMENT OF PRICE....................................................................................14
5. SALE AND SPONSORSHIP OF ADVERTISING RIGHTS..........................................................16
6. ADVERTISING REVENUE DISTRIBUTION....................................................................16
7. OWNERSHIP...........................................................................................16
8. EXCLUSIVITY.........................................................................................17
9. WARRANTIES..........................................................................................18
10. GLBN'S RESPONSIBILITY FOR THE CONTENT...............................................................19
11. REVIEW PROCESS......................................................................................20
12. TERM AND TERMINATION................................................................................20
13. EXTENSION OF TERM...................................................................................21
14. CONSEQUENCES OF TERMINATION.........................................................................21
15. LIMITATIONS OF LIABILITY............................................................................22
16. CONFIDENTIALITY.....................................................................................23
17. NOTICES.............................................................................................23
18. ASSIGNMENT AND CHANGE OF CONTROL....................................................................24
19. FORCE MAJEURE.......................................................................................24
20. GENERAL.............................................................................................24
21. DISPUTE RESOLUTION..................................................................................26
22. LAW AND JURISDICTION................................................................................26
23. CONDITIONS TO CLOSING...............................................................................26
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 2
LIST OF SCHEDULES
A: CO-BRANDING PROFILE
B: CONTENT
C: EXCLUSIONS LISTS
D: GROUP DEFINITION
E: WORDING ACCORDING TO DATA PROTECTING ACT
F: SOLS TRAFFIC INFORMATION
G: TRADE MARKS, SERVICE MARKS AND LOGOS
H: FINANCIAL TRANSACTIONAL SERVICES
I: ROLL OUT PLAN
J NUMERICAL EXAMPLES
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 3
THIS FINANCIAL WEBSITE AGREEMENT ("Agreement") is made the ... Day of February
2000.
BETWEEN:
(1) SCANDINAVIA ONLINE AS, Registration no.974 209 314 whose principal
place of business is at Xxxxxxxxx xxx 00, 0000 Xxxx, Xxxxxx ("SOLN");
(2) SCANDINAVIA ONLINE A/S, Registration no. A/S 220723, whose principal
place of business is atVermundsgate 40 X, 0000 Xxxxxxxxxx, Xxxxxxx
("SOLDK");
(hereinafter, SOLN, , and SOLDK together shall be referred to as "SOL")
(3) XXXXXXXXXXXXXXXXXX.XXX, INC. whose principal place of business is at
0000 Xxxx Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx. 00000
("GLBN").
WHEREAS:
(A) SOLN owns and operates a portal in Norway (one of the "SOL Portals"
defined below) and wishes to provide, inter alia, Content and Financial
Transactional Services to end-users.
(B) SOLDK owns and operates a portal in Denmark (one of the "SOL Portals"
defined below) and wishes to provide, inter alia, Content and Financial
Transactional Services to end-users.
(C) GLBN owns, has the rights to, and/or may create certain Content and
Financial Transactional Services which SOL wishes to make available to
its end users via the SOL Portals in the respective countries.
(D) GLBN has agreed to develop Finance Channels and provide Content and
Financial Transactional Services to the SOL Portals in accordance with
the terms set forth in this Agreement.
(E) It is within the contemplation of GLBN and SOL that GLBN shall provide
the Content and Financial Transactional Services to the Finance
Channels presented on the SOL Portals consistent with the Co-Branding
Profile, and otherwise in accordance with the terms set forth in this
Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement, including the Schedules, the following words and
phrases shall have the following meanings:
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 4
"ADVERTISING REVENUE" 25% of the aggregate amounts
arising from the sale or licence of
any Advertising Rights, net of any
applicable Allowed Deductibles;
"ADVERTISING RIGHTS" the advertising,
promotional, sponsorship, investor
relations or similar rights sold or
licensed with respect to Finance
Channel pages in or accessible
through the SOL Portals, but not to
include Financial Transactional
Services;
"AGREEMENT" this Agreement and all Schedules;
"ALLOWED DEDUCTIBLES" Value Added Tax,
advertising agency discounts or
commissions, the direct costs of
delivering any advertising,
promotions, sponsorships or
e-commerce links;
"BANNER ADVERTISEMENT" a graphical element positioned on a
web page, purchased by an
advertiser;
"CHANNEL" the online means to access, via one
click of the mouse, an area or
sub-area of SOL Portals dedicated
to a particular theme or topic,
which is effected by a
click-through icon located on, but
not only limited to, the SOL
Portals' Global Navigation Bar;
"CLOSING DATE" The date when the Agreement
is signed and upon which the
Parties agree that this Agreement
shall be binding on the Parties;
"CO-BRANDING PROFILE" as further described in
Schedule "A", except that the name
of the Finance Channel and the URL
stated in Schedule A are for
illustration purposes only;
"CONTENT" investment information including
delayed share prices of traded
shares, available from the Stock
Exchanges in each country included
in the Agreement (in addition to
investment information from other
countries), delayed portfolio
monitoring, analysts commentary,
research, financial news and views
and share charts, and any
additional information approved by
SOL, to be provided on the Finance
Channels on the SOL Portals by
GLBN, as detailed in Schedule "B";
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 5
"CPM" the advertising rate per thousand
advertisements shown ;
"EFFECTIVE DATE" the date hereof;
"EXCLUSION LIST" the list set out in Schedule "C",
prepared by GLBN and SOL each
individually for the
non-circumvention of proprietary
relationships;
"EXCLUSIVITY" as fully defined in Clause 8;
"FINANCE CHANNEL" a GLBN developed and owned site
provided to the SOL Portals under
this Agreement, which is accessible
by one click from the SOL Portal
home pages through the SOL Portals'
Global Navigation Bar, as detailed
in Schedule "A", and one or more
clicks from other SOL pages, which
contain a collection of vertically
inter-related web pages all
recognised by having relevance to
the same context of Content and
Financial Transactional Services;
"FINANCIAL TRANSACTIONAL REVENUE" revenue generated through a range
of prospective Financial
Transactional Services contemplated
in this Agreement, but not arising
under Advertising Revenue;
"FINANCIAL TRANSACTIONAL SERVICES" a range of varied financial
services developed by GLBN
(possibly in cooperation with third
parties) contemplated for
development under this Agreement
including, but not limited to,
on-line share trading and online
insurance services in order to
generate Financial Transactional
Revenue, as further defined in
Clause 2.4, see Schedule H;
"GLBN BRAND FEATURES" all trademarks, service marks,
logos and other distinctive brand
features of GLBN, or which are
licensed to GLBN for its use, that
are used in connection with or
relate to the Content and Financial
Transactional Services and the
brand names chosen by GLBN for it's
Finance Channels, including
(without limitation) the
trademarks, service marks and logos
described in Schedule G;
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 6
"GROUP" shall have the meaning as in the
Norwegian Company Act of 1997 ss.
1-3 (Attached as Schedule "D") as
applied to the Parties from time to
time;
"INTELLECTUAL PROPERTY RIGHTS" all copyright and other
intellectual property rights,
howsoever arising and in whatever
media, whether or not registered,
including (without limitation)
patents, trademarks, service marks,
trade names, registered design and
any applications for the protection
or registration of these rights and
all renewals and extensions thereof
throughout the world, strategies,
business plans and marketing plans;
"INTERNET" the collection of computer networks
commonly known as the Internet;
"LAUNCH DATE" the launch of the Finance Channels
on the SOL Portals, which shall
take place no later than 1st July
2000;
"LAUNCH DATE AVERAGE" For every two days that the launch
of a GLBN finance channel on the
SOL Portal owned and operated by
Scandinavia Online AB (registered
in Sweden) is delayed beyond the
1st of July 2000, the Launch Date
Average will extend from 1st July
2000 with one day.
"LINKS" online means which points directly
to a web page on the internet which
accesses a Channel, an area, or a
sub-area of the Internet;
"LOCK-UP PERIOD" shall mean the period where
any transfer, sale or distribution
or pledging as security of the
Common Shares is prohibited;
"PARTIES" the Parties to this Agreement -
GLBN and SOL;
"PIGGY-BACK AWARENESS CAMPAIGNS" any and all SOL advertising and
marketing programs in relation to
Finance on the SOL Portals, in
which promotion of the Finance
Channels should be included;
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 7
"PRICE" the sums payable by GLBN in
accordance with Clause 4;
"RECORDS" all books and records maintained by
the Parties relating to revenue
pursuant to Clause 6;
"RENEWAL TERM" the period of two years following
the end of the Term;
"REVIEW DATE 1" the date 14 full calendar months
from the Launch Date Average
"REVIEW DATE 2" the date 20 full calendar months
from the Launch Date Average
"SOL BRAND FEATURES" all trademarks, service marks,
logos and other distinctive brand
features of SOL that are used in
connection with or relate to the
SOL Portals and the Content and
Financial Transactional Services,
including (without limitation) the
trademarks, service marks, and
logos described in Schedule G;
"SOL PORTALS" the website(s) owned and operated
by SOL in Norway and Denmark and
which are respectively located at:
XXXX://XXX.XXX.XX;
XXXX://XXX.XXX.XX;
or any other domain addresses,
URLs, or such additional websites,
which may replace or co-exist with
the SOL Portals, where the nature
thereof is substantially similar to
the SOL Portals or such site that
may be substantially used by the
existing SOL user base;
"TERM" the period of 24 months from the
Launch Date Average;
"TERMINATED/TERMINATION" the unanticipated end of a Term of
any Finance Channel, or of this
Agreement, due to default or
material breach under Clause 12.2,
by SOL or GLBN. Notwithstanding the
foregoing, a Termination cannot be
invoked before Launch Date Average;
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 8
"TRAFFIC" page views, unique users, user
sessions on the SOL Portals, or any
page views, unique users , user
sessions directed to the Finance
Channels on the SOL Portals,
measured by branch standards in
each country;
"URL" a uniform resource locator;
"WWW" the World Wide Web, a system for
accessing and viewing text,
graphics, sound and other media via
the Internet.
1.2 References to Clauses and Schedules in this Agreement are to Clauses of
and Schedules to this Agreement.
1.3 The headings to the Clauses of this Agreement are for ease of reference
only and shall not affect the interpretation or construction thereof.
1.4 Reference to any statute or statutory provision includes a reference to
that statute or statutory provision as from time to time amended,
extended or re-enacted.
1.5 Words importing the singular shall include the plural and vice versa,
words importing any gender shall include all other genders, words
importing persons shall include bodies corporate, unincorporated
associations and partnerships and vice versa.
1.6 References to the whole shall include the part and vice versa.
2. SUPPLY AND PROMOTION OF CONTENT AND FINANCIAL TRANSACTIONAL SERVICES TO
THE SOL PORTALS
2.1 GLBN shall supply and be responsible for the Content, which shall be
co-branded with SOL in accordance with the Co-Branding Profile. The
Content described in Schedule B shall be supplied by GLBN for use in
the Finance Channels on the SOL Portals in the respective country and
in accordance with this Agreement, with effect from Launch Date. The
Content shall include SOL's Global Navigation Bar and search facilities
as further described in Schedule "A". GLBN shall keep the Content
regularly updated (as described in Schedule "B") so that the Content at
all times during the Term is at a competitive level with other finance
content providers in the respective countries where the Agreement has
effect during the Term and Renewal Term.
2.1.1 It is contemplated in this Agreement that upon introduction of
any or all prospective Finance Channels, as described herein
or which may be developed prospectively, that the supply of
Content and service by GLBN to SOL shall be co-branded in
accordance with the then current Co-Branding Profile, as
described in Schedule "A", with effect from the Launch Date .
In relation to Financial Transactional Services the Parties
will aim to co-brand
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 9
in accordance with Co-Branding Profile subject to both
regulatory and third party approval.
2.2 GLBN shall be solely responsible for developing the Content, creating
and operating the Finance Channels and for procuring all regulatory
approvals necessary to make the Finance Channels available through the
SOL Portals. GLBN shall advise SOL in advance of any regulatory
approvals, licences or authorisations required by SOL to make the
Content and the Financial Transactional Services available through the
SOL Portals. SOL will assist GLBN to the extent that this is required
by GLBN.
2.3 GLBN will not be entitled to supply it's Content to third parties who
are competitors of the SOL Portals in Norway or Denmark (World Online
Denmark excepting). GLBN will be able to supply up to 30% of it's
Content on a syndicated basis to third parties that are not competitors
to the SOL Portals in Norway and Denmark subject to the joint approval
of the Parties (World Online Denmark excepting).
2.4 This Agreement does not address online share trading, or online
brokering or any revenues generated from Financial Transactional
Services. However, it is contemplated by GLBN that Financial
Transactional Services shall be developed and adapted for the Finance
Channels arising under this Agreement as soon as possible after the
Launch Date of a Finance Channel, subject to regulatory approval. See
Schedule H for a list of Financial Transactional Services which GLBN
shall launch on the Finance Channel within 14 months of the Launch Date
Average , subject to regulatory approval.
2.4.1 In order for the Financial Transactional Services to be
developed and then made available on any Finance Channels on
the SOL Portals contemplated under this Agreement, certain
business relationships shall be necessary, and may take the
form of partnerships or joint ventures with GLBN.
2.4.2 If and when Financial Transactional Services are made
available on the Finance Channels on the SOL Portals, SOL
shall be entitled to Financial Transactional Revenues (in an
amount to be determined) received by the Finance Channels on
the SOL Portals, and generated by Traffic on the SOL Portals ,
but subject to Clause 2.4.3.
2.4.3 SOL shall be extended an opportunity to participate in an
equity position in business relationships in order to develop
Financial Transactional Services which are made available on
the Finance Channels on the SOL Portals, as is contemplated in
Clause 2.4.1, on a pari passu basis, provided that SOL accepts
a proposed agreement between GLBN and third party(ies) within
10 business days of it being presented to SOL. Such
participation shall supersede entitlement under Clause 2.4.2,
in such cases. SOL shall not be extended an opportunity to
participate in the equity of any prior-existing equity
business relationships between GLBN and any third-party
existing prior to the Effective Date, and in such a case, SOL
shall be entitled to Financial Transactional Revenues. For the
avoidance of doubt, GLBN cannot
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 10
use an existing Financial Transactional Service business which
already exists to bring online share trading and online
insurance services to Norway, Denmark or Sweden.
2.4.4 Any agreement between the Parties addressing Financial
Transactional Services and Financial Transactional Revenues
(if not otherwise specified in Clause 4.2, below), shall be
subject to negotiations subsequent to this Agreement, and any
such agreement may appear as an addendum to this Agreement.
2.4.5 Should GLBN be unable to develop the Financial Transactional
Services outlined in Schedule H within the time period
outlined in Schedule H, and this is not due to delay on the
part of SOL, SOL shall be entitled to develop such Financial
Transactional Services, alone or with a third party, so long
as such Financial Transactional Service is made available to
SOL's customers through the Finance Channels. Web site real
estate adequate for and comparable to the space allocated to
similar Financial Transactional Services shall be available
for such service on the Finance Channel on terms equal to the
going market rate for such web site real estate. SOL will
collect the advertising revenue on such real estate, keep the
Advertising Revenue, the commission agreed upon in Clause 6.1
and pay the balance to GLBN as described in Clause 6.
Alternatively the Parties may agree that GLBN shall receive a
financial transactional service revenue.
2.5 During the Term and any Renewal Term, GLBN will provide such ongoing
assistance to SOL in respect of technical, administrative and
service-oriented issues relating to the use and transmission of the
Content to the SOL Portals, as SOL may reasonably request.
2.6 SOL shall promote the Finance Channels on the SOL Portals by placing
buttons to the Finance Channels on the SOL Portals Global Navigation
Bar above the fold and will promote the Finance Channels, no less
frequently and no less prominently than any other Channel available
through the SOL Portals Global Navigation Bar. Access to Finance
Channels on the SOL Portal from the SOL Portal Global Navigation Bar
shall be navigated directly via oneclick of the mouse from any SOL
Portals home page and via one or more clicks of the mouse from any
other SOL Portals page. For the avoidance of doubt, SOL shall provide a
permanent Link from any dedicated 'money', 'finance', 'investment', or
similarly titled SOL Portals Channel (currently on the SOL Portals, or
if and when developed) to the Finance Channels.
2.7 SOL shall use reasonable endeavours to develop Links from other
ISP/Portals, websites, channels, URL's, other Internet Services,
Wireless Application Protocol and television , or services in order to
generate and direct Traffic to the Finance Channels on the SOL Portals.
SOL shall be responsible for marketing the Finance Channels on the SOL
Portals in order to generate maximum Traffic to the Finance Channels on
the SOL Portals.
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 11
2.8 SOL shall use reasonable endeavours to continue to build its subscriber
base and Traffic to SOL Portals and to drive Traffic to the Finance
Channels on the SOL Portals.
2.9 If provided by the end user, GLBN shall provide SOL on a daily basis
with the following customer information from the Finance Channels on
the SOL Portals (subject to the Data Protection Act):
2.9.1 Name, address, e-mail address, age, sex, whether or not the
customer has a portfolio of shares registered on the Finance
Channels on the SOL Portals, telephone and mobile telephone
numbers.
2.10 GLBN shall, as a minimum, implement the wording, contained in Schedule
"E", on the page(s) where customers are required to register for
certain types of information on the Finance Channels on the SOL Portals
to ensure the transfer of the customer data mentioned in Section 2.9.1
in compliance with the data protection legislation of each country.
2.11 GLBN shall provide SOL with traffic reports related to Traffic on the
Finance Channels on the SOL Portals in the respective countries. The
transmission shall take place via a FTP to the SOL servers, every night
between 2 and 5 am local time. However, Traffic from third-party
sources (for example "Stock Point") shall be provided weekly. GLBN will
use reasonable endeavours to get such third parties to provide such
Traffic more frequently. GLBN shall bear the cost of establishing the
necessary transmission protocols and equipment. SOL shall provide GLBN
with aggregate level traffic reports related to Traffic on the SOL
Portals weekly or quarterly as is received by SOL.
2.12 SOL shall have the right to add the Traffic figures from the Finance
Channels on the SOL Portals to the SOL total Traffic information.
3. GRANT OF LICENCES
3.1 Subject to the terms and conditions of this Agreement, SOL hereby
grants to GLBN:
3.1.1 an exclusive (as defined in clause 8), royalty-free,
fully-paid licence to use, display the Finance Channel on the
SOL Portals homepage and the global navigation bar, and to
promote, cross-promote, market, and advertise the Finance
Channel in other areas within the SOL Portals as agreed from
time to time;
3.1.2 an exclusive (as defined in clause 8), royalty-free,
fully-paid licence to use, reproduce and display the GLBN
Brand Features in the Finance Channels on the SOL Portals and
in other areas within the SOL Portals, which are used to drive
Traffic to the Finance Channels on the SOL Portals, for the
SOL countries in which a Finance Channel for the SOL Portals
is developed pursuant to this Agreement in connection with (i)
the presentation of the
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 12
Content and Financial Transactional Services within the SOL
Portals, and (ii) the marketing and promotion of the Finance
Channels within the SOL Portals via the WWW, in accordance
with the terms of this Agreement;
3.1.3 to the extent possible, a royalty-free, fully-paid licence to
use, reproduce and display relevant parts of the Finance
Channels (as determined by GLBN) over the SOL Wireless
Application Protocol Portal ("SOL WAP Portal") when developed
and launched. GLBN shall cover its own cost for implementing
and managing the necessary technology for this service.
3.2 The licence contained in Clause 3.1 is subject to:
3.2.1 the GLBN Brand Features being included in the Finance Channels
with proper proprietary notices appearing in the Finance
Channels and in all uses of GLBN Branded Features; and
3.2.2 no changes being made to the Finance Channels design format as
outlined in Schedule A without the prior written approval of
the other Parties. However , the SOL Portals will be
redesigned from time to time, and in the case of such
redesigning a meeting will take place between SOL and GLBN to
agree on the new design for the Finance Channel, and the art
directors from both companies will have the power to approve
such new designs. The new design should reflect the same way
of co-branding as in the previous version, and the SOL Portals
look and feel in the respective countries from time to time.
Further, the brand name of SOL and the brand name which GLBN
chooses for it's Finance Channels shall always take up the
same amount of space as in Schedule A, and shall have similar
relative positions as in Schedule A. The new design will
replace Schedule A effective from the date of such approval.
3.3 GLBN shall have the Finance Channels ready for launch on the SOL
Portals as soon as possible but no later than the three business days
prior to the 1st July 2000. SOL shall launch the Finance Channels on
the SOL Portals no later than three days from GLBN informing them that
it is ready for launch on the SOL Portals. For services on the SOL WAP
Portals, GLBN shall have the option of starting operations at the
latest, 60-days after launch of the SOL WAP Portals, provided that SOL
must give GLBN 60-days notice prior to the Launch of the SOL WAP
Portals.
3.4 Subject to the terms and conditions of this Agreement, SOL hereby
grants to GLBN, a royalty-free, fully-paid licence to use, reproduce
and display the SOL Brand Features in connection with the presentation
of the Finance Channels on the SOL Portals.
3.5 Subject to the terms of this Agreement, all other rights with respect
to the Finance Channels and any reproductions or derivative works of
it, whether now existing or which may come into existence after the
Effective Date which are not expressly granted to SOL under this
Agreement, including but not limited to print publication, electronic
publication in all media and in all formats other than those addressed
in this Agreement, and video, movie and audio rights, are reserved to
GLBN.
FINANCIAL WEBSITE AGREEMENT XXXXXX - XXXXXXX 00
0. PAYMENT OF PRICE
4.1 In consideration for the Exclusivity for the Term granted to GLBN in
providing and operating the Finance Channels on the SOL Portals as
contemplated under this Agreement, GLBN agrees to pay the Price to SOL
as follows:
4.1.1 GLBN shall pay a cash contribution of US $ 1,650,000 (one
million six hundred and fifty thousand dollars) to SOL which
shall be divided by SOL between the SOL Portals at their
discretion;
4.1.2 GLBN shall pay by allocation of Common Shares in GLBN, such
Common Shares currently traded on the nasdaq NMS under the
symbol GLBN. GLBN shall issue new Common Shares to SOL in an
amount equal to $ 2,475,000 (two million four hundred and
seventy five thousand dollars). Such Common Shares shall be
priced at the average of closing price for the five business
days immediately prior to the signing of the Heads of
Agreement dated January 19th 2000, such average closing price
being US $28.225. SOL shall receive 87,688 Common Shares in
GLBN. Such Common Shares shall be distributed between the SOL
Portals at their discretion.
4.1.3 The Price shall be paid according to the following schedule:
At Closing: US $ 2,475,000 by the allocation of
87,688 Common Shares.
At Review Date 1: If the Agreement is continued for
another 6 months (see Clause 11) US
$ 990,000 will be paid as a cash
contribution to an account as
specified by SOL.
At Review Date 2: If the Agreement is continued until
the end of the Term, (see Clause 11) a
cash contribution of US $ 60,000 will
be paid to an account as specified by
SOL.
4.2 In relation to Financial Transactional Services, which shall appear on
the Finance Channels on the SOL Portals subject to regulatory approval,
SOL shall be entitled to invest in Financial Transactional Services on
the following basis:
4.2.1 GLBN shall use reasonable endeavours to develop Financial
Transactional Services for Scandinavia (Norway, Sweden and
Denmark) for all Finance Channels, including the Finance
Channels on the SOL Portals. SOL shall be entitled to
participate pari passu with GLBN to 55% of the 88% awarded the
SOL Group of half of the equity shares not subscribed to by
third parties that are not traffic partners (such as World
Online), see Schedule J for examples.
4.2.2 GLBN shall use reasonable endeavours to develop Financial
Transactional Services for all Finance Channels, which may or
may not include one or more of the Finance Channels on the SOL
Portals. In all these instances, SOL shall
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 14
be entitled to participate pari passu with GLBN to a portion
of half of the shares not subscribed to by third parties that
are not traffic partners, equal to the proportionate unique
visitor numbers (as measured and/or audited by the same
independent third party) they provide in relation to the total
unique visitor numbers provided by the traffic partners on
whose portals the service is made available.
4.3 In the event that SOL decides not to invest as an equity shareholder in
Financial Transactional Services, SOL shall be entitled to a revenue
share to be agreed at that time. In such an event, SOL's choice is
mutually exclusive as to clause 4.2, above (for the avoidance of doubt,
SOL cannot be an equity investor, and, additionally, receive revenues
from Financial Transactional Services). ?????
4.4 Subject to the joint agreement of the Parties, this Agreement may be
renewed for the Renewal Term on similar terms and conditions as this
Agreement.
4.5 LOCK UP AGREEMENT
The Common Shares contributed as payment in accordance with Clause 4 of
this Agreement shall be subject to a Lock-up period in accordance with
the following conditions;
a) 25% of the Common Shares distributed to each of the SOL
companies, shall be subject to a Lock-up period of 9-months
following the Closing Date of this Agreement; and
b) 25% of the Common Shares distributed to each of the SOL
companies, shall be subject to a Lock-up period 1-year
following the Closing Date of this Agreement; and
c) 25% of the Common Shares distributed to each of the SOL
companies, shall be subject to a Lock-up period of 18-months
following the Closing Date of this Agreement; and
d) 25% of the Common Shares distributed to each of the SOL
companies, shall be subject to a Lock-up period of 24-months
following the Closing Date of this Agreement.
5. SALE AND SPONSORSHIP OF ADVERTISING RIGHTS
5.1 SOL shall have a right for sale and sponsorship of Advertising Rights
for the Finance Channels on the SOL Portals under this Agreement. CPM
for advertisements shall not be under 90 % of the average CPM of the
SOL Portals in the respective countries, or the average CPM of the
advertising agencies.
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 15
5.2 GLBN agrees that SOL may, at no additional cost, place one button (of
no more than 130x20 or 130x50 pixels in size) in the right hand column
on each page of the Content for the promotion of its SOL Portals
subject to GLBN choice of placement.
6. ADVERTISING REVENUE DISTRIBUTION
6.1 For advertisements sold by SOL, the agency commission will be 30% or as
agreed from time to time between the Parties. SOL shall determine the
advertising revenue received each quarter at the end of such quarter
and pay/account for the relevant sums in accordance with this Clause 6.
SOL shall retain the Advertising Revenue, if received by SOL, and the
balance shall be paid to GLBN within seven (7) days of such quarter.
6.2 In the event GLBN, or it's appointed advertising agency, shall generate
certain advertising revenue controlled by this Agreement, then GLBN
shall pay the Advertising Revenue to SOL within 7 days after the end of
the quarter in which such advertising revenue is received by GLBN,
together with a report, signed by an officer of GLBN, confirming the
amount of advertising revenue received.
6.3 Each Party shall at its cost (except as provided below) have the right
during normal working hours and upon 10 working days' written notice to
the other Party to examine or audit the other Party's books or records
relating to the revenue in order to verify the amounts due to that
Party. Each Party shall provide reasonable assistance to the other
Party, in relation to any such audit. If any such audit reveals an
underpayment of the amounts due to that Party, the other Party shall
within 14 working days pay to that Party the amount of such
underpayment and, if the audit reveals an underpayment of more than 15%
of the amounts due to that Party, reimburse that Party the reasonable
costs of such audit.
6.4 All sums payable hereunder are exclusive of any taxes which is (if
applicable) payable in addition at the rate and in the manner
prescribed by law from time to time.
7. OWNERSHIP
7.1 SOL acknowledges and agrees that GLBN owns all Intellectual Property
Rights in the Finance Channels, including the URLs of the Finance
Channels, and the GLBN Brand Features or GLBNs URLs. Nothing in this
Agreement shall confer in SOL any right of ownership in the Content or
the GLBN Brand Features or GLBN's URLs and SOL shall not now or in the
future contest the validity of the GLBN Brand Features or GLBNs URLs,
or GLBN's rights in or to the Finance Channels or GLBN's Brand Features
or GLBNs URLs.
7.2 GLBN acknowledges and agrees that SOL own all Intellectual Property
Rights in the SOL Brand Features or SOL URLs. Nothing in this Agreement
shall confer in GLBN any right of ownership in the SOL Brand Features
or SOL URLs and GLBN shall not now or in the future contest the
validity of the SOL Brand Features or SOL URLs, or SOL rights in the
SOL Brand Features or SOL URLs.
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 16
7.3 At the discontinuation of the Agreement, or an individual Finance
Channnel, either at Review Date 1 or 2, or at Termination or at the end
of the Term or the end of Renewal Term, GLBN will change the colours
and the design on the GLBN finance channel, so as not to keep the look
and feel of the SOL Portal at that time. GLBN acknowledges that SOL may
wish to copy the layout of the Finance Channel in any new arrangement
that is made.
8. EXCLUSIVITY
8.1 SOL shall not, during the Term or any Renewal Term, except as provided
for in Clause 2.4.5 above and/or Clause 8.2 or 8.3 below, provide or
enter into an agreement with any third-party, or otherwise develop
content and/or financial transactional services similar to the Content
and Financial Transactional Services provided by, and intended to be
provided by, GLBN on the Finance Channels on the SOL Portals. The
Exclusivity of GLBN shall be limited to the Finance Channel on the SOL
Portals, and in addition GLBN shall be the only provider of such
Content and or Financial Transactional Services on the SOL Portals, so
long as GLBN complies with Schedule H. For the avoidance of doubt, GLBN
shall be the sole provider of finance channels, or sub finance
channels, and of content similar to Content or financial services
transactions similar to Financial Transactional Services on the SOL
Portals during the Term and any Renewal Term of this Agreement.
8.2 For the avoidance of doubt, the Exclusivity granted to GLBN does not
restrict SOL's right to publish content, news, tools, and features of a
financial nature, so long as the publishing of such information is
presented as a sub-service and/or add-on feature on other Channels
within the SOL Portals, and, so long as the publishing of applications
are presented in a context of substantially non-financial nature. Such
Channels or applications may be: "Breaking News", "Computers and
Science", "Health", "Travel", "Gaming", "My SOL", "My Bank"
(personalised content), the search engines "Kvasir" and "Evreka"
(containing financial directories and URL's). SOL is not restricted
from providing SOL credit card, SOL loyalty card or program, everyday
consumer banking such as day to day payment and looking at account
balances, SOL debit card, SOL current account, or other SOL payment
mechanism on the SOL Portals.
8.3 SOL shall have the right to maintain all existing agreements with all,
pre-Agreement, financial content providers, provided that such
financial content is published and integrated into Financial Channel
under GLBN's guidance. Upon expiration of such agreements, GLBN shall
have sole discretion regarding renewal of such agreements, or may
choose to provide such additional content.
8.4 The SOL Group may at any time develop new digital products, services or
platforms, new web sites, SOL Group Portals or services ("New SOL Group
IT") during the Term of the Agreement. GLBN shall be entitled to a
Penalty to the extent that such New SOL Group IT diverts Traffic from
the SOL Portals based on http protocol, as measured by the reduction
from the unique user Traffic information provided in
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 17
Schedule F, in as much as this is caused by such New SOL Group IT
according to a separate study performed by an independent source. The
Penalty shall equal a portion of the consideration equal to the
reminder of the prepaid period, in proportion to the traffic lost, plus
10%
8.5 When SOL, or another company in the SOL Group should initiate a
majority owned portal operation in Finland, GLBN shall have the same
rights of Exclusivity to provide a Finance Channel to the SOL Finland
Portal as governed by this Agreement. No additional consideration shall
be due from GLBN, or GLBN Group company, for such rights.
9. WARRANTIES
9.1 Each Party to this Agreement represents and warrants to the other Party
that:
9.1.1 it has the full corporate right, power and authority to enter
into this Agreement and to perform its obligations hereunder;
9.1.2 the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties
hereunder, do not and will not violate any agreement to which
such Party is a Party or by which it is otherwise bound; and
9.1.3 when executed and delivered by such Party, this Agreement will
constitute the legal, valid and binding obligation of such
Party, enforceable against such Party in accordance with its
terms.
9.2 GLBN represents and warrants to SOL that:
9.2.1 it has sufficient rights in the Content to be published on the
Finance Channels in accordance with the terms of this
Agreement; and
9.2.2 it has, and will continue to maintain, all regulatory
licences, registrations and authorities required to deliver
the Content and operate Finance Channels through the SOL
Portals;
9.2.3 to the extent that the information is on the GLBN webserver(s)
under GLBN's control, that the Financial Channels on the SOL
Portals shall be up and accessible 99.5% of the time from the
Launch Date, measured by GLBN over 45 days rolling and
reported to SOL.
9.3 SOL represents and warrants to GLBN that:
9.3.1 they have sufficient rights in the SOL digital service,
products or other platforms and websites or SOL Portals to
grant to GLBN the right to use the same in accordance with the
terms of this Agreement; and
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 18
9.3.2 they have, and will continue to maintain, all regulatory
licences, registrations and authorities for the SOL digital
service, products or other platforms and websites or SOL
Portals; and
9.3.3 to the extent that the information is on the SOL webserver(s)
under SOL's control, that the SOL Portals, and all Links to
the Finance Channels from the SOL Portals, shall be up and
accessible 99.5% of the time from Launch Date measured by SOL
over 45 days rolling and reported to GLBN; and
9.3.4 SOL shall use its reasonable endeavours to direct an
increasing amount of Traffic to the Finance Channels on the
SOL Portals; and
9.3.5 that the Traffic figures contained in Schedule "F" are current
and accurate; and
9.3.6 that the URLs mentioned in the definition of SOL Portals are
the URLs used by the SOL customer base that generates the
Traffic described in Schedule F.
10. GLBN'S RESPONSIBILITY FOR THE CONTENT
10.1 GLBN will ensure that the Finance Channels and the Financial
Transactional Services comply with all applicable laws and regulations.
10.2 GLBN will use reasonable endeavours to ensure that the Content and/or
Financial Transactional Services on the SOL Portals do not infringe any
Intellectual Property Rights of a third party and that it does not
libel, defame, cause injury to, invade the privacy of or otherwise
violate any other rights of any person.
10.3 If at any time during the Term of this Agreement any part of the
Content and/or the Finance Channels and/or the Financial Transactional
Services on the SOL Portals are in breach of any applicable law or
regulation or infringes the Intellectual Property Rights of any third
party then GLBN shall:
10.3.1 use reasonable endeavours to provide alternative content which
will not be in breach of any applicable law or regulation or
infringe the Intellectual Property Rights of any third party;
or
10.3.2 remove the offending part of the Content and replace it so far
as is reasonably practicable with equivalent content.
11. REVIEW PROCESS
11.1 Within the Review Date 1 and Review Date 2, the Parties will assess
each others fulfilment of the obligations and benefits derived under
this Agreement. To the extent that the performance and the benefits
derived from this Agreement is considered satisfactory, the Agreement
will be continued automatically. A notice of non-
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 19
continuance must be given to the other Party in writing no later than
thirty days before Review Date 1 or Review Date 2.
12. TERM AND TERMINATION
12.1 This Agreement shall take effect from the Effective Date and shall
continue thereafter for the Term after the Launch Date Average, unless
it is discontinued on Review Date 1 or Review Date 2 as described in
Clause 11 above. This Agreement shall extend through the Renewal Term
as further described in Clause 4.4.
12.2 Either Party shall be entitled to Terminate this Agreement, or to
Terminate an individual Finance Channel under this Agreement, with
written notice in the event that the other:
12.2.1 commits a material breach of the terms of this Agreement and
having received from the Party(ies) not in breach written
notice of such breach stating the intention to Terminate this
Agreement, or to Terminate an individual Finance Channels on
the SOL Portals under this Agreement if not remedied, and the
noticed Party fails to remedy the breach within 30-days; or
12.2.2 shall cease to carry on its business or shall have a
liquidator, receiver or administrative receiver appointed to
it or over any part of its undertaking or assets or shall pass
a resolution for its winding up (otherwise than for the
purpose of a bona fide scheme of solvent amalgamation or
reconstruction where the resulting entity shall assume all of
the liabilities of it) or a court of competent jurisdiction
shall make an order, or shall enter into any voluntary
arrangement with its creditors, or shall be unable to pay its
debts as they fall due, or similar in any other jurisdiction.
12.2.3 Repeated breaches of the warrants given under Clauses 9.2.3
and 9.3.3 shall be considered material to both Parties.
13. EXTENSION OF TERM
13.1 Upon conclusion of the Term under this Agreement, this Agreement shall
be renewed for the Renewal Term if agreed to by the Parties.
14. CONSEQUENCES OF TERMINATION
14.1 In the event of the Terminatio this Agreement and/or a Finance Channel,
the Parties agree to:
FINANCIAL WEBSITE AGREEMENT XXXXXX - XXXXXXX 00
14.1.1 cease using the other's "Brand Features";
14.1.2 with respect to any payments of Advertising Revenue and/or
Financial Transactional Revenues outstanding, SOL and GLBN
agree to pay to the other Party its percentage of such
revenues in accordance with the provisions of Clause 6 as well
as Financial Transactional Revenue.
14.2 If this Agreement or any individual Finance Channel on the SOL Portal
is Terminated according to clause 12.2 by reason of breach on the side
of SOL, SOL shall reimburse GLBN, notwithstanding Clause 4.5 (for the
avoidance of doubt, the Lock- up agreement does not apply for
reimbursements under this Clause), in accordance with the following
schedule:
14.2.1 US $ 2,475,000 or 87,688 Common Shares, at SOLS discretion as
to cash or shares, plus $ 275,000 (two hundred and seventyfive
thousand dollars) if Termination is before 1 month of the
Launch Date Average;
14.2.2 If Terminated 1 month after Launch Date Average or later, a
pro rata share of the consideration prepaid, either in cash or
the number of shares (at SOLs discretion), corresponding to
the remaining prepaid number of months.
14.3 If this Agreement or any individual Finance Channel on the SOL Portal
is Terminated according to clause 12.2 by reason of breach on the side
of GLBN, SOL shall reimburse GLBN, notwithstanding Clause 4.5 (for the
avoidance of doubt, the Lock- up agreement does not apply for
reimbursements under this Clause), in accordance with the following
schedule:
14.3.1 US $ 2,200,000 or 77,945 Common Shares, at SOLs discretion as
to cash or shares if Terminated between Effective Date and
before 1 month of Launch Date Average;
14.3.2 If Terminated 1 month after Launch Date Average or later, a
pro rata share of the consideration prepaid, either in cash or
the number of shares (at SOLs discretion), corresponding to
the remaining prepaid number of months, less 10%.
14.4 In the event of only one Finance Channel being Terminated, the
reimbursements due under Clause 14.2 and 14.3 shall be reduced
accordingly. 40/55 parts of such reimbursement shall be due for
Termination of SOLN and 15/55 parts of such reimbursement shall be due
for the termination of SOLDK.
14.5 Any Termination or discontinuance of the Agreement or of a Finance
Channel on the SOL Portals arising under this Agreement (howsoever
occasioned), shall not affect any accrued rights or liabilities of
either Party nor shall it affect the coming into force or the
continuance in force of any provision hereof which is expressly or by
implication intended to come into or continue in force on or after such
Termination or discontinuance.
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 21
14.6 Clauses 14, 15, 16, 17, 21 and 22 shall survive Termination or
discontinuation of any Finance Channel that shall mature to Launch Date
as contemplated under this Agreement, or Termination or discontinuation
of this Agreement.
14.7 On any Termination or discontinuation of a Finance Channel arising
under this Agreement (other than a termination by GLBN in accordance
with Clause 12.2) or on Termination or discontinuation of this
Agreement, all on expiration of the Agreement, both GLBN and SOL shall
have the right to use all customer information generated from the
Finance Channels.
15. LIMITATIONS OF LIABILITY
15.1 Subject to Clause 14.2, the liability of either Party in contract,
tort, negligence, pre-contract or other representations or otherwise
arising out of or in connection with this Agreement or the performance
or observance of its obligations under this Agreement, and every
applicable part of it shall be limited in aggregate to US $ 2,475,000,
reduced on a pro rata basis in accordance with the remainder of the
Term.
15.1.1 Not withstanding the foregoing, GLBN shall indemnify SOL for
liability arising out of, or in connection with, the Finance
Channels, subject to a limited aggregate of US $550,000.
15.1.2 Not withstanding the foregoing, SOL shall indemnify GLBN for
liability arising out of, or in connection with, the SOL
Portals, subject to a limited aggregate of US $550,000.
15.2 In any event, neither Party shall be liable to the other under, or in
connection with, this Agreement in contract, tort, negligence,
pre-contract or other representations (other than fraudulent or
negligent misrepresentations) or otherwise for any loss of business,
contracts, profits or anticipated savings or for any indirect or
consequential or economic loss whatsoever, except for in cases of gross
negligence or wilful misconduct.
15.3 Each provision of this Clause 15 excluding or limiting liability shall
be construed separately, applying and surviving even if for any reason
one or other of these provisions is held inapplicable or unenforceable
in any circumstances and shall remain in force notwithstanding the
expiration, Termination of a Finance Channel on the SOL Portal, or
Termination of this Agreement.
16. CONFIDENTIALITY
16.1 During the Term and thereafter, each Party agrees with the other,
except for as otherwise agreed herein, to keep all information that
they obtain about the other concerning the business, finances,
technology, affairs and Intellectual Property Rights of the other, and
in particular but not limited to the Content and Financial
Transactional Services and the SOL Portals and regardless of its nature
("Confidential
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 22
Information"), strictly confidential, except as needed in connection
with the establishment and operation of Financial Transactional
Services.
16.2 The provisions of this Clause 16 shall cease to apply to:
16.2.1 information that has come into the public domain other than by
breach of this Clause or any other duty of confidence; and
16.2.2 information that is obtained from a third party without breach
of this Clause or any other duty of confidence; and
16.2.3 information that is known by either Party, in connection with
the other Party, and which has been disclosed to either Party
by a third party, other than GLBN or SOL or a contractor of
either of them and not in breach of any duty of confidence;
and
16.2.4 information that is trivial or obvious; and
16.2.5 information that is required to be disclosed by a government
body or court of competent jurisdiction.
17. NOTICES
17.1 Any notices required to be given under this Agreement shall be in
writing and shall be deemed to have been duly served if hand delivered
or sent by facsimile with the original to be forwarded by first class
post or by first class registered post or recorded delivery post within
the United Kingdom and outside the United Kingdom by registered airmail
post correctly addressed in the case of GLBN to the Managing Director
and in the case of SOL to the General Manager at the addresses
specified in this Agreement or at such other address as either Party
may designate from time to time in accordance with this Clause 17.
17.2 Any notice pursuant to Clause 17.1 shall be deemed to have been served:
17.2.1 if hand delivered at the time of delivery by posting through
the letter box of the correct addressee in accordance with
Clause 17.1 above;
17.2.2 if sent by facsimile within one hour of transmission during
business hours at its destination or within 24 hours if not
within business hours but subject to proof by the sender that
it holds an acknowledgement confirming receipt of the
transmitted notice in readable form; and
17.2.3 if sent by post within 48 hours of posting (exclusive of the
hours of Sunday) if posted to an address within the country of
posting and seven days of posting if posted to an address
outside the country of posting.
FINANCIAL WEBSITE AGREEMENT XXXXXX - XXXXXXX 00
00. ASSIGNMENT AND CHANGE OF CONTROL
18.1 GLBN shall be entitled to assign the benefit and/or the burden of this
Agreement in whole or in part to a company within the Group upon notice
to SOL , save in the event that all the shares in GLBN are acquired by
a direct competitor of SOL in Sweden, Norway and/or Denmark in the
Internet general consumer content business (for example AOL) and not an
Internet specialist consumer content business (such as Schwabb or
CNN).In the event of such an assignment GLBN will not be entitled to
Exclusivity defined in Clause 8.
18.2 SOLS shall be entitled to assign the benefit and/or the burden of this
Agreement in whole or in part to a company within the Group upon notice
to GLBN, save in the event that all the shares in SOL are acquired by a
direct competitor of GLBN in Sweden, Norway and/or Denmark in the
Internet specialist consumer content business (such as Schwabb) and not
a general consumer content business (for example AOL). In the event of
such an assignment GLBN will be entitled to distribute its Content,
notwithstanding Clause 2.3.
19. FORCE MAJEURE
19.1 Neither Party shall be liable for failure to perform or delay in
performing any obligation under this Agreement if the failure or delay
is caused by any circumstances beyond its reasonable control, including
but not limited to acts of god, war, civil commotion or industrial
dispute. If such delay or failure continues for at least ninety (90)
days, the Party not subject to the force majeure shall be entitled to
terminate this Agreement by notice in writing to the other. In such an
event a pro rata share of the consideration pre paid, corresponding to
the remaining prepaid number of months, is reimbursed. To the extent
the prepayment was made in shares, the reimbursement shall be made in
the proportionate numbers of shares. To the extent the prepayment was
made in cash, the reimbursement shall be made in cash.
20. GENERAL
20.1 This Agreement (as amended from time to time) together with any
document expressly referred to in any of its terms, contains the entire
agreement between the Parties relating to the subject matter covered
and supersedes any previous Agreements, arrangements, undertakings or
proposals, written or oral, between the Parties in relation to such
matters. No oral explanation or oral information given by any Party
shall alter the interpretation of this Agreement. All Parties confirm
that, in agreeing to enter into this Agreement, they have not relied on
any representation save insofar as the same has expressly been made a
representation in this Agreement and agrees that they shall have no
remedy in respect of any misrepresentation which has not become a term
of this Agreement save that the Agreement of all Parties contained
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 24
in this Clause shall not apply in respect of any fraudulent or
negligent misrepresentation whether or not such has become a term of
this Agreement.
20.2 No addition to, or modification of, any provision of this Agreement
shall be binding on the Parties unless made by a written instrument and
signed by a duly authorised representative of each of the Parties.
20.3 The failure to exercise or delay in exercising a right or remedy under
this Agreement shall not constitute a waiver of the right or remedy or
a waiver of any other rights or remedies and no single or partial
exercise of any right or remedy under this Agreement shall prevent any
further exercise of the right or remedy or the exercise of any other
right or remedy. The rights and remedies contained in this Agreement
are cumulative and not exclusive of any rights or remedies provided by
law.
20.4 The invalidity, illegality or un-enforceability of any provision of
this Agreement shall not affect or impact the continuation in force of
the remainder of this Agreement.
20.5 Nothing in this Agreement shall be construed as creating a partnership
or joint venture of any kind between the Parties or as constituting
either Party as the agent of the other Party(ies) for any purpose
whatsoever and neither Party(ies) shall have the authority or power to
bind the other Party(ies) or to contract in the name of or create a
liability against the other Party(ies) in any way or for any purpose.
20.6 This Agreement may be executed in any number of counterparts each of
which when executed and delivered shall be an original but all the
counterparts together shall constitute one and the same instrument.
20.7 All Parties undertake with the other to do all things reasonably within
its power, which are necessary or desirable to give effect to the
spirit and intent of this Agreement.
20.8 The Parties hereto shall and, shall use their respective reasonable
endeavours to procure, so far as they are able, that any necessary
third parties shall execute and perform all such further deeds,
documents, assurances, acts and things as any of the Parties hereto may
reasonably require, by notice in writing to the other to carry the
provisions of this Agreement into effect.
20.9 GLBN shall not approach or enter into business arrangements with any
entity that appears on the SOL Exclusion List.
20.10 SOL shall not approach or enter into business arrangements with any
entity that appears on the GLBN Exclusion List.
21. DISPUTE RESOLUTION
21.1 Disputes between the Parties arising out of or in connection with this
Agreement shall primarily be resolved by negotiations. Each Party may
however decide to refer the
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 25
dispute to arbitration in accordance with the then-current rules of
Chapter 32 of the Norwegian Civil Procedures Act of 13 August 1915, if
a settlement has not been reached within 3 weeks of negotiations.
21.2 However, neither negotiations nor the arbitration clause shall limit
either Party to seek interim, interlocutory or permanent injunctive
relief from any court of competent jurisdiction.
21.3 The arbitration proceedings will be conducted in Oslo or any other city
acceptable to all Parties. The language of the arbitration proceedings
will be in English. All arbitration will be conducted before a three
person panel, consisting of one arbitrator selected by the GLBN, one
arbitrator selected by SOL, and one arbitrator selected by the
foregoing two arbitrators. If any of the Parties should fail to appoint
an arbitrator within 3 weeks after the negotiations period as mentioned
above has ended, the other Party will be given the right to appoint the
arbitrators. Each arbitrator will be experienced in conducting
international arbitration in the communications industry. The decision
resulting from the arbitration will be final and binding on the
Parties. The Parties each agree that, except as required by applicable
law or regulation, it will keep confidential the existence and outcome
of any arbitration proceeding, as well as the contents thereof, and
will require the arbitrators to adhere to the same obligation of
confidentiality.
22. LAW AND JURISDICTION
This Agreement shall be governed by, and construed in accordance with,
the laws of Norway.
23. CONDITIONS TO CLOSING
23.1 This Agreement does not become binding upon the Parties unless a
Financial Website Agreement is entered into between GLBN and
Scandinavia Online AB and also that a Share Purchase Agreement is
entered into between the shareholders of SOL B0rs AS and GLBN.
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 26
IN WITNESS the duly authorised representatives of the Parties have executed this
Agreement the day and year first above written.
SCANDINAVIA ONLINE AS: XXXXXXXXXXXXXXXXXX.XXX INC
By: By:
--------------------------------- ---------------------------------
Xxxxxx Xxxxx Xx. Xxxxxxx Xxxxxxx
By:
---------------------------------
Xxxxxx Xxxxx
SCANDINAVIA ONLINE A/S:
By:
---------------------------------
Xxxxxx Xxxxx
By:
---------------------------------
Xxxxxx Xxxxx
FINANCIAL WEBSITE AGREEMENT NORWAY - DENMARK 27
