Asset purchase agreement
ASSET PURCHASE AGREEMENT
BETWEEN
INVICTA GROUP INC.
AS THE BUYER
AND
S THE SELLER
JULY 28 2002
13
ASSET PURCHASE AGREEMENT
AGREEMENT entered into as of , by and between INVICTA GROUP, INC., a Nevada
corporation (the "Buyer"), Innovapp Inc. a California corporation (the
-------
"Seller"),. The Buyer, the Seller are referred to collectively herein as the
"Parties."
WHEREAS, the Seller, among other things, owns and distributes software; and
WHEREAS, the Seller desires to sell and the Buyer desires to purchase,
certain of the Assets of the Seller, as more particularly identified on Exhibit
A hereto (the "Assets"), upon the terms and conditions hereinafter set forth;
and
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
1. DEFINITIONS.
------------
"Acquired Assets" means all of the right, title, and interest that the
------------------
Seller possesses and has the right to transfer in and to those assets identified
on Schedule A hereto.
"Buyer" Invicta has the meaning set forth in the preface above.
-------
"Intellectual Property" means (a) all inventions (whether patentable or
------------------------
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith,
(e) all trade secrets and confidential business information (including
ideas, research and development, know-how, formulas, compositions, manufacturing
and production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information, and
business and marketing plans and proposals), (f) all computer software
(including data and related documentation), (g) all other proprietary rights,
and (h) all copies and tangible embodiments thereof (in whatever form or
medium).
"Royalty" has the meaning set forth in Section 5(a), and shall be governed by
---------
the provisions of Section 5.
"Seller" has the meaning set forth in the preface above.
--------
2. BASIC TRANSACTION.
-----------------------
(a) Purchase and Sale of Assets. On and subject to the terms and
--------------------------------
conditions of this Agreement, the Buyer agrees to purchase from the Seller, and
the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of
the Acquired Assets, for the consideration specified below.
(b) Purchase Price. The purchase price for the Acquired Assets (the
----------------
"Purchase Price") shall be the sum of 2,000,000 shares of common stock in
---------------
Invicta Group Inc. Under subsection A below.
(c) Deliveries at the Closing. At the Closing, (i) the Seller will
-----------------------------
deliver to the Buyer the various codes and other software; (ii) the Buyer will
deliver to the Seller the stock certificates.
(d) Allocation. The Parties agree to allocate the Purchase Price (and
-----------
all other capitalizable costs) among the Acquired Assets for all purposes
(including financial accounting and tax purposes) in accordance with (GAAP),
General Acceptable accounting principals.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
--------------------------------------------------
The Seller represents and warrants to the Buyer that the statements contained in
this Section 3 are correct and complete as of the date of this Agreement and
will be correct and complete as of the Closing Date (as though made then and as
though the Closing Date were substituted for the date of this Agreement
throughout this Section 3), except to the extent set forth in the disclosure
schedule accompanying this Agreement and initialed by the Parties (the
"Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs
-------------
corresponding to the lettered and numbered paragraphs contained in this Section
3.
(a) Organization of the Seller. The Seller is a corporation duly
------------------------------
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Seller has full power and
-------------------------------
authority (including full corporate power and authority) to execute and deliver
this Agreement and the other agreements, documents and instruments contemplated
hereby, and to perform its obligations hereunder and thereunder. Without
limiting the generality of the foregoing, the board of directors of the Seller
and, to the extent required under applicable law, the Stockholders of Seller,
has duly authorized the execution, delivery, and performance of this Agreement
by the Seller. This Agreement constitutes the valid and legally binding
obligation of the Seller, enforceable in accordance with its terms and
conditions.
(c) No contravention. Neither the execution and the delivery of this
------------------
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Seller is subject or any provision of
the charter or bylaws of the Seller or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Seller is a party or by which it is bound or to which
any of its assets is subject (or result in the imposition of any Security
Interest upon any of its assets), except where the violation, conflict, breach,
default, acceleration, termination, modification, cancellation, failure to give
notice, or Security Interest would not have a material adverse effect on the
financial condition of the Seller taken as a whole or on the ability of the
Parties to consummate the transactions contemplated by this Agreement.
(d) Intellectual Property.
-----------------------
(i) To the extent that the Acquired Assets include Intellectual Property of
the Seller, such Intellectual Property is owned by the Seller free and clear of
all Security Interests.
(ii) No Intellectual Property of the Seller included in the Acquired Assets
has been licensed to any third party.
(iii) No Intellectual Property of the Seller included in the Acquired
Assets is the subject of an application to register, or of a registration, with
any Federal or State authority.
(iv) To the Knowledge of the Seller, no third party has interfered with,
infringed upon, misappropriated, or violated any material Intellectual Property
rights of the Seller included in the Acquired Assets.
(v) The Intellectual Property does not interfere with, infringe upon,
misappropriate, or violate any material intellectual property right or rights
(including, without limitation, patent, trademark, trade dress, trade secrets or
copyright) of any third party.
4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and
---------------------------------------------
warrants to the Seller that the statements contained in this Section 4 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4),
except to the extent set forth in the Disclosure Schedule. The Disclosure
Schedule will be arranged in paragraphs corresponding to the lettered and
numbered paragraphs contained in this Section 4.
(a) Organization of the Buyer. The Buyer is a corporation duly organized,
----------------------------
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation.
(b) Authorization of Transaction. The Buyer has full power and
-------------------------------
authority (including full corporate power and authority) to execute and deliver
this Agreement, and the other agreements, documents and instruments contemplated
hereby, and to perform their respective obligations hereunder and thereunder.
This agreement constitutes the valid and legally binding obligations of the
Buyer, as the case may be, enforceable in accordance with their terms and
conditions.
(c) No contravention. Neither the execution and the delivery of this
------------------
Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in Section 2 above), will
(i) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Buyer is subject or any provision of
its charter or bylaws or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Buyer is a party or by which it is bound or to which any of its assets is
subject.
5.THE ROYALTY.
-------------
(a) Payment of Royalty. Payment of the Royalty described in Section 2(c)
---------------------
shall be accounted for and paid monthly, within twenty (20) days after the close
of each month commencing August 0000.Xx the extent that an adjustment is
required to be made to a previous payment by the Buyer due to a return of Travel
related software products, such adjustment shall be made and accounted for on
the next subsequent sales statement. The Royalty shall be paid to the Seller at
its address set forth in Section 10(g) hereof, or to such other address as may
be specified by the Seller in accordance with said Section 10(g).
(b) Sales Statements. The Buyer shall deliver to the Seller, at the
------------------
time each Royalty payment is due, a statement signed by a duly authorized
officer of the Buyer certifying (a) the amount of Gross Revenues made during the
monthly period covered by such Royalty payment; and, (b) the basis for
computation of the amount of the Royalty included in such statement. Such
statement shall be furnished to the Seller whether or not any Travel related
software products have been sold during the month for which such statement is
due.
(c) Books and Records; Right to Audit. The Buyer shall prepare and
--------------------------------------
maintain complete and accurate books of account and records (specifically
including without limitation the originals or copies of documents supporting
entries in the books of account) covering all transactions required to be
reported to the Seller under this Agreement. Subject to the provisions of
Section 5(d) below, at the Seller's sole cost, the Seller and its duly
authorized representatives have the right, upon reasonable notice (but no more
than once per calendar year), during regular business hours at the Buyer's
principal offices in Miami Beach FL, for the duration of the period during which
the Royalty is payable and for five (5) years thereafter, to audit said books of
account and records of the Buyer and examine all other documents and materials
in the possession or under the control of the Buyer with respect to matters
which are required to be reported to the Seller under this Agreement within
three (3) years after the end of each year during the term of this Agreement,
and to make extracts and copies thereof. The Buyer's accounting records of
sales and shall be maintained separately from the Buyer's accounting records
relating to other items manufactured or sold by the Buyer. All such books of
account, records and documents shall be kept available by the Buyer for at least
five (5) years after the end of each year to which they relate. In connection
with any audit or examination pursuant to this paragraph, the Seller and its
duly authorized representatives shall have the right to examine and inspect the
Buyer's physical inventory of Travel related software products, wherever same is
kept. The Seller shall have a period of time of six (6) months following the
close of any audit to assert any claims for discrepancies. Any claims not
asserted within the six-month period following the close of any audit will be
barred.
(d) Reimbursement of Audit Expenses: If, as a result of any audit of
---------------------------------
the Buyer's books and records, it is shown that the Buyer's Royalty payments
were less than the amount which should have been paid by an amount equal to
three percent (3%) or more of the payments actually made with respect to Gross
Revenues occurring during the period in question, the Buyer shall reimburse the
Seller for the cost of such audit and shall make all payments required to be
made to eliminate any discrepancy revealed by said audit within thirty (30) days
after the Seller's demand therefore. Any request for payment shall be
accompanied by a detailed report setting forth the deficiency. The Buyer shall
promptly repay to the Seller any overpayment such audit reveals.
(e) Travel related software products. The parties acknowledge that
----------------------------------
certain of the Travel related software products are products created and
copyrighted by the Seller and/or its affiliates. While the Seller is the legal
owner of the Travel related software products and is transferring all of its
right, title and interest in the Travel related software products to the Buyer,
it is the intention of the parties that the Buyer will use its good faith
efforts to diligently sell, market and distribute the Travel related software
products, itself and/or through third parties. Towards this end, it is
anticipated that the Buyer will, itself or through others, manufacture
additional Travel related software products.
6. PRE- CLOSING COVENANTS.
------------------------
(a) General. Each of the Parties will use its reasonable best efforts
--------
to take all action and to do all things necessary, proper, or advisable in order
to consummate and make effective the transactions contemplated by this
Agreement.
(b) Notices and Consents. Each of the Parties will give any notices
-----------------------
to, make any filings with, and use its reasonable best efforts to obtain any
authorizations, consents, and approvals of governments and governmental agencies
in connection with the matters referred to in Section 3(c) and Section 4(c)
above.
(c) Operation of Business. The Seller will not engage in any practice,
----------------------
take any action, or enter into any transaction outside the Ordinary Course of
Business the primary purpose or effect of which will have a material adverse
effect on the Acquired Assets or the transactions contemplated hereby.
(d) Exclusivity. The Seller will not solicit, initiate, or encourage
------------
the submission of any proposal or offer from any Person relating to the
acquisition of all or a portion of the Acquired Assets (including any
acquisition structured as a merger, consolidation, or share exchange).
7. Conditions to Obligation to Close.
--------------------------------------
(a) Conditions to Obligation of the Buyer. The obligation of the Buyer
--------------------------------------
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
(i) The representations and warranties set forth in Section 3 above shall
be true and correct in all material respects at and as of the Closing Date;
(ii) The Seller shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;
(iii) There shall not be any injunction, judgment, order, decree, ruling,
or charge in effect preventing consummation of any of the transactions
contemplated by this Agreement;
(iv) The Seller shall have delivered to the Buyer a certificate to the
effect that each of the conditions specified above in Section 7(a) (i) - (iii)
is satisfied in all respects;
(v) All actions to be taken by the Seller in connection with consummation
of the transactions contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Buyer.
The Buyer may waive any condition specified in this Section 7(a) if it executes
a writing so stating at or prior to the Closing.
(b) Conditions to Obligation of the Seller. The obligation of the
--------------------------------------------
Seller to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 4 above shall
be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;
(iii) there shall not be any injunction, judgment, order, decree,
ruling, or charge in effect preventing consummation of any of the transactions
contemplated by this Agreement;
(vi) all actions to be taken by the Buyer in connection with consummation of
the transactions contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Seller.
The Seller may waive any condition specified in this Section 7(b) if it executes
a writing so stating at or prior to the Closing.
8. POST-CLOSING COVENANTS.
------------------------
(a) Affirmative Covenants of Buyer. For so long as the Buyer has any
---------------------------------
outstanding obligations under this Agreement, the Buyer will:
(i) Punctually, in accordance with the terms hereof, pay or cause to be
paid all sums required to be paid by the Buyer pursuant hereto.
(ii) provide prompt written notice to the Seller of the occurrence of one
or more events which constitute or which, with the giving of notice or the lapse
of time or both, would constitute a (A) breach of any representation, warranty
or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default
or an Event of Mandatory Acceleration under the Buyer Note;
(iii) pay and discharge at or before maturity, all of its material
obligations and liabilities, including without limitation, tax liabilities,
except where the same is contested in good faith by appropriate proceedings, and
will maintain in accordance with generally accepted accounting principles,
appropriate reserves for the accrual of any of the same;
(iv) comply in all material respects with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except where
the necessity of complying therewith is being contested in good faith by
appropriate proceedings;
(v) maintain proper books and records of accounts, in which full, true and
correct entries shall be made of all dealings and transactions in relation to
its business and activities and permit representatives of the Seller, at the
Seller's expense, to visit and inspect any of its properties, to examine and
make abstracts from any of its books and records and to discuss its affairs,
finances and accounts with its officers, employees and representatives, all at
such reasonable times as may be determined by the Seller;
(vi) diligently protect the Buyer's rights in and to all intellectual
property in which the Buyer has an interest, including without limitation, all
intellectual property rights being acquired by the Buyer pursuant to this
Agreement; and
(vii) use its good faith efforts to promote, sell, market and distribute
the Travel related software products so as to maximize amounts payable to the
Seller pursuant to Section 2(c) hereof.
(b) Negative Covenants of Buyer. For so long as the Buyer has any
-------------------------------
outstanding obligations under this Agreement, the Buyer will not, without the
prior written consent of the Seller:
(i) sell, lease or otherwise dispose of any of its assets other than in the
ordinary course of business;
(ii) sell, assign or otherwise dispose of any of the Acquired Assets which
is comprised of Intellectual Property as defined in Section 1;
(c) Affirmative Covenants of Sellers. Provided that an Event of Default
--- -------------------------------------
has not occurred , the Seller hereby grant to Buyer the right of first refusal
to obtain an irrevocable, nonexclusive, nontransferable right and license to
make, use and sell any new product or products hereafter developed by Xxxxx
Xxxxxxxx, Seller or its affiliates under terms and conditions which the parties
may agree, to be negotiated in good faith.
(c)
9. INDEMNIFICATION.
----------------
(a) Indemnification by the Buyer. Subject to the provisions of Section
-----------------------------
9(c) hereof, the Buyer, jointly and severally, hereby indemnify and hold
harmless the Seller and its officers, directors, employees, representatives,
stockholders, controlling persons, and affiliates (collectively, the
"Indemnified Persons") for, and will pay to the Indemnified Persons the amount
of, any loss, liability, claim, damage, expense (including costs of
investigation and defense and reasonable attorneys' fees) or diminution of
value, whether or not involving a third-party claim (collectively, "Damages"),
arising, directly or indirectly, from or in connection with: (i) any breach of
any representation or warranty made by the Buyer in this Agreement or any other
agreement, certificate or document delivered by the Buyer pursuant to this
Agreement; (ii) any breach by the Buyer of any of their respective covenants or
obligations in this Agreement, the Buyer Note, the Guaranty or in any other
agreement, document or certificate delivered by the Buyer pursuant to this
Agreement; and/or (iii) any claim by any person for brokerage or finder's fees
or commissions or similar payments based upon any agreement or understanding
alleged to have been made by any such person with the Buyer (or any person
acting on its behalf) in connection with any of the transactions contemplated
hereby.
(b) Indemnification by the Seller. The Seller hereby indemnifies and
--------------------------------
holds harmless the Buyer and its officers, directors, employees,
representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to the Indemnified
Persons the amount of, any Damages (defined in Section 9(a) above) arising,
directly or indirectly, from or in connection with (i) any breach of any
representation or warranty made by the Seller in this Agreement or in any
agreement, certificate or document delivered by the Seller pursuant to this
Agreement, (ii) any breach by the Seller of any covenant or obligation of the
Seller in this Agreement or in any other agreement, document or certificate
contemplated by this Agreement, or (iii) any claim by any person for brokerage
or finder's fees or commissions or similar payments based upon any agreement or
understanding alleged to have been made by such person with the Seller (or any
person acting on its behalf) in connection with any of the transactions
contemplated hereby.
(c) Time Limitations. No party to this Agreement shall have any
------------------
liability (for indemnification or otherwise) with respect to any representation
or warranty, or covenant or obligation to be performed and complied with prior
to the date hereof, unless notice of any such liability is provided on or before
twelve (12) months from the date hereof.
10. MISCELLANEOUS.
--------------
(a) Survival of Representations and Warranties. All of the representations
--------------------------------------------
and warranties of the Parties contained in this Agreement shall survive the
Closing for a period of one year.
(b) No Third-Party Beneficiaries. This Agreement shall not confer any
-------------------------------
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
(c) Entire Agreement. This Agreement (including the documents referred
-----------------
to herein) constitutes the entire agreement between the Parties and supersedes
any prior understandings, agreements, or representations by or between the
Parties, written or oral, to the extent they related in any way to the subject
matter hereof.
(d) Succession and Assignment. This Agreement shall be binding upon
----------------------------
and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the other Party.
(e) Counterparts. This Agreement may be executed in one or more
-------------
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The section headings contained in this Agreement are
---------
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Notices. All notices, requests, demands, claims, and other
--------
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Seller: Innovapp Inc.
--------------------
0000 Xxxx Xxxx # 000
Xxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Att: Xxxxx Xxxxxxxx, President
If to the Buyer: Invicta Group, Inc.
-------------------
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Att: Xxxxx Xxxxx, President
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), and such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
(i) three days following delivery to an authorized United States Postal Office
receptacle, (ii) upon facsimile transmission, provided that electronic
confirmation of receipt is retained by the transmitting party, or (iii) upon
receipt, if by personal delivery. Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Party notice in the manner herein set forth.
(h) Governing Law; Arbitration. This Agreement shall be governed by and
---------------------------
construed in accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Florida or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida. In the event of
any dispute between the parties arising out of this Agreement or the
transactions contemplated hereby, such dispute shall be resolved by binding
arbitration conducted in accordance with the commercial arbitration rules of the
American Arbitration Association (the "Arbitration"). The Arbitration shall be
conducted (i) in Miami-Dade County, Florida if instituted by the Buyer, or (ii)
in San Diego, California if instituted by the Seller, and heard by three
arbitrators, one of whom shall be selected by each party, with the third
arbitrator being selected by agreement of the two arbitrators selected by the
parties. The determination of the arbitrators shall be final and binding upon
the parties and judgment on the award may be entered in any court of competent
jurisdiction.
(i) Amendments and Waivers. No amendment of any provision of this
-------------------------
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and the Seller. No waiver by any Party of any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.
(j) Severability. Any term or provision of this Agreement that is
-------------
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(k) Expenses. Each of the Buyer and the Seller will bear its own costs
---------
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in the
-------------
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.
(m) Incorporation of Exhibits and Schedules. The Exhibits and
--------------------------------------------
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.
*****
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
INVICTA GROUP, INC.
/s/ Xxxxx Xxxxx
By: ______________________
Xxxxx Xxxxx, President
INOVAPP INC.
/s/ Xxxxx Menetes
__________________
By: Xxxxx Menetes
Title: President
SCHEDULE A
ACQUIRED ASSETS
---------------
INTRODUCTION TO
INNOVAPP TRAVEL PRODUCT SUITE
TRAVEL RELATED SOFTWARE PRODUCTS ENTRY 2002
The fare database management system for loading and maintenance of complex net
fares. Travel related software product Entry splits the loading process into 4
modules, which are Rule, Routing, Fare and Ticket.
RULE MODULE
Loading of principal conditions and rules of a contract. The following
information, among others, can be loaded:
- General Xxxx-up Systems
- Airlines
- Fare types (IT, PEX, etc.)
FARE MODULE
The fare module creates the prices. After entering city pairs or groups of city
pairs with the appropriate fares, rule and routing modules are linked to the
fare sheets.
Intelligent functionalities, such as recalculate all fares enable the user to
change all fares, rules and routing in a database with just 3-4 mouse clicks.
This guarantees fast and flexible loading.
The following criteria will be checked by the Automation in an ideal working
environment:
- Finding the cheapest fare
- Minimum and maximum stay within a fare
- Stopover
- Via-listing
- Combinations / Open jaws
- Seasonality
- Code sharing
- Defining the point of turnaround on roundtrips
- Free segments within a routing
- Etc.
TRAVEL RELATED SOFTWARE PRODUCTS QUERY
Travel related software products Query are the counterparts to Travel related
software products Entry to ensure fast and easy fare retrievals.
THE FOLLOWING SEARCH CRITERIA ARE SUPPORTED:
- Various origins, single destination
- Departure date +- search tolerance
- Stay or return flight
- Airlines or groups of airlines
- Stopovers
- Roundtrip, One ways, Single-Open jaw, Double-Open jaw
- Cabin classes (Economy, Business, First)
- Rail & Fly
- Passenger-Types (Youth, Seniors, Partner, etc.)
The result will be displayed even on slow LANs and PCs within seconds.
All necessary information, such as feeder, long haul, add-on, stopovers, vias,
price (marked up or net) will be shown. Additional information is simply one
mouse click away in the remark section to show reductions, taxes, rebooking
fees, etc.
AVAILABILITY AND BOOKINGS
Travel related software products Query comes with a Worldspan CRS interface,
which supports links into a CRS via a CRS plug in. This enables availability
checks and booking directly from the fares screen. The booking functionality
supports all relevant information and is completely controllable with your
mouse.
