MASTER AGREEMENT
This Master Agreement (the "Agreement") is made and entered into as of
this 18th day of February, 2000 (the "Effective Date"), by and between Summus,
Ltd., a Delaware corporation ("Summus"), and High Speed Net Solutions, Inc., a
Florida corporation ("HSNS"):
1. Summus and HSNS have previously entered into a Marketing License
Agreement ("MLA") dated in February of 1999 and certain Related
Agreements. "Related Agreements" means agreements between Summus
and HSNS related to or incorporated by the MLA and agreements
based on either Summus' or HSNS's rights and obligations under the
MLA, including, but not limited to, the Letter Agreement
incorporated by the MLA and any agreements relating to or arising
from opportunities to sell or license products or services to
Samsung.
2. The MLA contemplated that HSNS will act as a reseller of Summus
products. The parties have concluded that it would be to their
mutual benefit, instead, for HSNS to primarily use Summus products
and services to conduct a service bureau business and for HSNS and
Summus to share revenues derived from each party's business
activity with Summus' products. As a service bureau, HSNS will not
act as a reseller of Summus' products.
3. In order to enable the proposed service bureau business of HSNS
and proposed revenue sharing between the parties, Summus and HSNS
hereby agree to enter into the Software License Agreement,
Software Maintenance Agreement, and Revenue Sharing Agreement
attached to this Agreement as Exhibits A, B, and C respectively
(collectively, the "New Agreements"). Terms not otherwise defined
herein shall have the meanings specified in the New Agreements.
4. Upon execution of the New Agreements, the MLA and the Related
Agreements shall terminate and have no further force or effect.
Neither party shall have any obligation of further performance
under the MLA or the Related Agreements.
5. "License Fee Credit" - shall mean the amount of One Million
Dollars ($1,000,000) as a one-time credit granted Customer by
Licensor in recognition of payments made under the MLA. The
License Fee Credit shall be applied against license fees due under
the Software License Agreement.
6. "Revenue Based Fee Credit" - shall mean the amount of One Million
Dollars ($1,000,000) as a one-time credit granted the Customer by
Licensor in recognition of payments made under the MLA. The
Revenue Based Fee Credit shall be applied against Revenue Based
Fee payments due from Customer to Licensor under the Software
License Agreement.
7. "Annual Maintenance Fee Credit" - shall mean the amount of One
Hundred Fifty Thousand Dollars ($150,000) as a one-time credit
granted to the Customer by Licensor in recognition of payments
made under the MLA. The Annual Maintenance Fee Credit may be
applied against payments due from Customer to Licensor under the
Software Maintenance Agreement.
8. "Customer Credit" - shall mean any amounts to be paid to the
Customer by the Licensor as a result of the Revenue Sharing
Agreement, Exhibit C, in excess of amounts to be paid to the
Licensor by the Customer as a result of the Revenue Fee in the
Software License Agreement, Exhibit A. Such Customer Credit may be
used at the discretion of the Customer to pay any charges due to
Licensor in connection with the New Agreements.
9. Any portion of the Customer Credit that is not credited against
payments due to Licensor shall be available to Customer to be
applied against purchase of other products and/or services of
Licensor. In the event that the Software License Agreement is
terminated by Customer for material failure of Licensor to deliver
(including the cure period of 60 days) the products as described
in Exhibit A.1, the License Fee Credit, Revenue Based Fee Credit,
and Annual Maintenance Fee Credit shall increase by 1.5% per month
for up to twelve (12) months or until such time as Customer
selects other products and/or services of Licensor to be paid
through the application of the Credit, whichever occurs first.
Customer and Licensor shall cooperate to select such other
products or services of Licensor promptly in order to apply the
credits without undue delay, but Customer shall not be required to
apply the credits against products and/or services that are not
needed or useful in Customer's business.
10. Licensor will provide to Customer additional resource support
through provision of ancillary services, in an approximate fair
market value of Two Hundred Fifty Thousand Dollars ($250,000). The
ancillary services may consist of, at the discretion of Licensor,
cash payments, credits against charges due for services under the
New Agreements, computer hardware, third party software licenses,
or other services requested by Customer. Licensor shall provide
the ancillary services reasonably requested by Customer in prompt
commercial fashion. The total value of all ancillary services
provided, whether delivered in cash, services, or products, shall
be deemed to be an advance amount to be offset by payments due
Customer from Licensor under the Revenue Sharing Agreement and
shall be accounted for without interest or any other charges
whatsoever. To the extent any Customer Credit amounts are
available, Customer may at its sole discretion apply such amounts
to reduce the ancillary service advance amount total.
11. This Agreement shall be construed and enforced in accordance with
the laws of the State of North Carolina, but without giving effect
to its laws or rules relating to conflicts of laws. In the event
of any dispute or controversy arising under or in connection with
this Agreement or any New Agreement, the dispute resolution
procedures set forth in Exhibit A shall be followed
12. Any dispute or controversy arising under or in connection with
this Agreement shall be settled in Wake County, North Carolina.
The parties hereby generally submit to the in personam
jurisdiction of the Superior Court of the State of North Carolina
and the Federal District Court for the Eastern District of North
Carolina located in Wake County.
13. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
14. This Agreement and the New Agreements contain the full
understanding of the parties and supersede all prior or
contemporaneous agreements and understandings, written or oral,
between the parties with respect to the subject matter of this
Agreement; and there are no representations, warranties,
agreements or understandings other than those expressly contained
herein. No alteration, modification, variation or waiver of this
Agreement, or any of the provisions hereof shall be effective
unless executed by both parties in writing.
SUMMUS, LTD. HIGH SPEED NET SOLUTIONS, INC.
By: /s/ Xx. Xxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxx
(Signature) (Signature)
Date: March 13, 2000 Date: February 18, 2000
Name: Xx. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxx
Title: CEO Title: Acting President and
CEO, Executive Vice
President
EXHIBIT A
SOFTWARE LICENSE AGREEMENT
EXHIBIT B
SOFTWARE MAINTENANCE AGREEMENT
EXHIBIT C
REVENUE SHARING AGREEMENT
