Agreement for Sale of Assets
of Xxxxxxx.xxx Division of International Data Operations, Inc.
This agreement is entered into on this 19th day of July, 2000, between
International Data Operations, Inc., a corporation organized under the laws of
the state of Delaware with its principal office located at 000 Xxxxx 00, Xxxxxx,
X.X. 00000 ("Seller"), and XXXx.xxx, Inc., with its principal office located at
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 ("Buyer").
Whereas, Xxxxxxx.xxx is a division of Seller, engaged in the
internet-based recruitment and career placement business using the Xxxxxxx.xxx
website, which it designed, developed and maintains for recruiters and
job-seeking professionals (excluding other recruitment and placement services
conducted by Seller, the "Business"); and
Whereas, Seller desires to sell and Buyer desires to buy the assets of the
Xxxxxxx.xxx division.
Now therefore, in consideration of the mutual covenants of the parties, Seller
and Buyer agree:
1. Sale of Business
Seller shall sell, assign, and deliver to Buyer and Buyer shall purchase
and accept, on the Closing Date (as hereinafter defined), all the assets listed
on the attached exhibit A (the "Purchased Assets").
2. Consideration; Limited Assumption of Liabilities
In consideration of the sale the Purchased Assets and of all other things
done and agreed to be done by Seller, Buyer shall pay to Seller $50,000.00 in
cash at closing. Buyer shall assume only that liability of Seller's listed on
Exhibit A and any liabilities relating to the Business arising on or after the
Closing Date. Seller shall retain any other liabilities relating to the Business
that arose prior to the Closing Date.
3. Training and Technical Support
Seller will provide eight (8) hours of training and/or technical support
to Buyer and eight (8) hours of telephone support during the fourteen (14) days
following the Closing Date. Buyer may receive, at Buyer's option, additional
training at one hundred fifty dollars ($150.00) per hour.
4. Instruments of Transfer
The sales, assignments, and deliveries to be made to Buyer pursuant to
this agreement shall be effected by deeds, bills of sale, endorsements, checks,
and other instruments of transfer in such form as Buyer shall reasonably
request. Seller shall prepare appropriate forms of instruments of transfer and
conveyance in conformity with this agreement. Any time and from time to time
after the Closing Date, on Buyer's request, Seller will do, execute,
acknowledge, and deliver all such further acts, deeds, assignments, transfers,
and powers of attorney as may be reasonably required in conformity with this
agreement for the adequate assigning, transferring, granting, and confirming to
Buyer of the Purchased Assets to Buyer.
Exhibit - 2.4 - Pg. 2
5. Assignment of Contract Rights
If any contract, license, lease, commitment, or sales or purchase order
assignable to Buyer under this agreement may not be assigned without the consent
of the other party thereto, Seller will use its best efforts to obtain the
consent of the other party to the assignment.
6. Waiver of Compliance with Bulk Sales Laws
Buyer hereby waives its right to require compliance with any bulk sales or
similar laws and in consideration therefor, Seller agrees that Seller shall
indemnify and save and hold Buyer harmless from any liabilities (including
without limitation statutory penalties, damages or expenses (including
reasonable attorneys' fees), arising from the failure of Buyer or Seller to
comply with any bulk sales or similar law applicable to the transactions
contemplated by this agreement.
7. Closing
7.1 Closing/Closing Date. Subject to fulfillment of the conditions to
closing specified in this agreement and pursuant to the other terms and
conditions hereof, the closing of the transactions provided for in this
agreement (the "Closing") shall take place on July 19, 2000 at 1:00 P.M. or at
such other date and time as may be agreed upon in writing by the parties hereto
(the "Closing Date"), such closing to be effective as of the close of business
on the Closing Date.
7.2 Conditions to Closing.
(1) Conditions to Buyer's Obligations. The obligations of Buyer to
purchase the Purchased Assets as provided in this agreement are subject to the
satisfaction, on or before the Closing Date (except where specifically required
or permitted to be satisfied prior to or after the Closing), of the following
conditions:
(a) Delivery of Purchased Assets to Buyer. Seller shall deliver the
Purchased Assets, by duly executed Xxxx of Sale, Assignment and Assumption
Agreement and other appropriate assignments or other instruments of transfer and
documents which conform to the requirements of the agreement, including executed
counterparts of all novation agreements with the United States government, its
agencies and instrumentalities, and any other persons requiring them.
Simultaneously with the consummation of the transfer, Seller, through its
officers, agents, and employees, will put Buyer into full possession and
enjoyment of all Purchased Assets.
(b) Certificate from Seller. Seller shall deliver to Buyer a certificate,
dated the Closing Date, signed by a duly authorized officer of Seller certifying
that:
(i) the representations and warranties made by Seller herein or in
any Exhibit or Schedule hereto remain true in all material respects on the
Closing Date as though made on such date except for changes contemplated
by this agreement;
(ii) Seller has performed and complied in all material respects with
all agreements, covenants and conditions required by the agreement to be
performed or complied with by Seller on or prior to the Closing;
(iii) no litigation, proceedings or other actions are pending
against or affecting the Seller which have resulted or reasonably could be
expected to result either in an action to enjoin or the prevention of the
consummation of the transactions contemplated by the agreement;
Exhibit - 2.4 - Pg. 3
(iv) Seller has received all consents required by the federal
government, any state or local governmental body or any foreign government
to the transactions contemplated by the agreement, and such consents are
in full force and effect; and
(v) that from the date of this agreement through the Closing Date,
Seller has managed and conducted the Business in the ordinary course as
heretofore managed and conducted as though no change of ownership of the
Business were contemplated, and has used commercially reasonable efforts
to preserve all employee, vendor and customer relationships.
(c) Opinion of Seller's Counsel. Seller shall deliver to Buyer a signed
copy of an opinion from its counsel dated the Closing Date substantially in the
form of Exhibit B attached hereto and hereby made a part hereof.
(d) Corporate Resolutions. Seller shall deliver to Buyer copies of
corporate resolutions, certified by the appropriate corporate officer of Seller,
authorizing the execution and delivery of the agreement and the consummation of
the transactions contemplated hereby.
(e) Transfer of Licenses. Seller shall, to the extent permitted by law and
to the extent transferrable, transfer to Buyer all licenses necessary for the
continued conduct of the Business.
(2) Conditions to Seller's Obligations. The obligations of Seller to sell,
transfer and assign to Buyer the Purchased Assets as provided in this agreement
are subject to the satisfaction, on or before at the Closing Date (except where
specifically required or permitted to be satisfied prior to or after the
Closing), of the following conditions
(a) Delivery of Purchase Price. Buyer shall deliver to Seller the purchase
price and other appropriate documents which conform to the requirements of the
agreement.
(b) Certificate of Buyer. Buyer shall deliver to Seller a certificate,
dated the Closing Date, signed by a duly authorized officer of Buyer certifying
that:
(i) the representations and warranties made by Buyer herein or
in any Exhibit or Schedule hereto remain true in all material respects on
the Closing Date as though made on such date except for changes
contemplated by the agreement;
(ii) Buyer has performed and complied in all material respects
with all agreements, covenants and conditions required by the agreement to
be performed or complied with by Buyer on or prior to the Closing;
(iii) no litigation, proceedings or other actions are pending
against or affecting the Buyer which have resulted or reasonably could be
expected to result either in an action to enjoin or the prevention of the
consummation of the transactions contemplated by the agreement; and
(iv) Buyer has received all consents required by the federal
government, any state or local governmental body or any foreign government
to the transactions contemplated by this agreement, and such consents are
in full force and effect.
(c) Opinion of Buyer's Counsel. Buyer shall deliver to Seller a signed
copy of an opinion from its counsel dated the Closing Date substantially in the
form of Exhibit B attached hereto and hereby made a part hereof.
(d) Corporate Resolutions. Buyer shall deliver to Seller copies of
corporate resolutions, certified by the appropriate corporate officer of Seller,
authorizing the execution and delivery of the agreement and the consummation of
the transactions contemplated hereby.
Exhibit - 2.4 - Pg. 4
8. Representations of Sellers
Sellers represent, warrant, and agree:
(a) Seller is a corporation duly organized, existing, and in good standing
under the laws of Delaware, and is authorized and entitled to carry on its
business in Delaware, New Jersey, and Ohio. Seller has no subsidiaries. The
execution and the delivery of this agreement by Seller been duly authorized by
its board of directors and shareholders. The signatory for Seller has full power
and authority to enter into this agreement and to carry out all the terms and
provisions hereof to be carried out by him, and all authorizations and consents
necessary for the execution and delivery of this agreement by him have been
given. This agreement, assuming due authorization, execution, and delivery by
the other parties hereto, constitutes a legal, valid, and binding agreement of
Seller, enforceable against Seller in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, and
similar laws affecting creditors, rights generally from time to time in effect
and to equitable principles limiting the availability of the remedy of specific
performance).
(b) All the Purchased Assets are owned by Seller, free and clear of all
mortgages, liens, and encumbrances.
(c) Seller is not in default under any material contract, agreement,
lease, or other document to which it is a party, and is in material compliance
with all laws, regulations, and ordinances applicable to the Business to the
date of this agreement.
9. Buyer's Representations and Warranties
Buyer hereby represents and warrants to Seller that:
(a) Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Florida, with full corporate power to enter into, and
to perform its obligations under, this agreement.
(b) The execution, delivery and performance of the agreement by Buyer have
been duly authorized by all necessary corporate action and do not, and will not,
violate or conflict with the provisions of the Buyer's Certificate of
Incorporation or Bylaws or the provisions of any indenture, agreement, or other
instrument to which Buyer is a party or by which any of its property is bound.
This agreement constitutes a legal, valid and binding obligation of Buyer.
(c) Buyer has not engaged or otherwise used the services of any broker or
finder in connection with the agreement or the transactions contemplated hereby
and Buyer agrees to indemnify and hold harmless Seller from and against any
liability for any fee, compensation, commission or expense (including attorneys'
fees) arising out of any claim by any person acting or claiming to act on behalf
of Buyer for fees, compensation, commission or expense with respect to the
agreement or the transactions contemplated hereby.
(d) No authorization or approval of any governmental body is required to
be obtained by Buyer in connection with the execution, delivery or performance
of the agreement, or, if so required, all such authorizations or approvals have
been or will, prior to the Closing, be obtained by Buyer.
(e) There is no action, arbitration, suit, notice, order, real estate tax
contest or legal, administrative or other proceeding before any court or
governmental agency, authority or
Exhibit - 2.4 - Pg. 5
body pending or, to Buyer's knowledge, threatened against or affecting Buyer
which would prevent or interfere with the transactions contemplated by this
agreement.
10. Broker's Fees
Each party represents and warrants to the other party that no other person
or firm brought about the sale or is entitled to compensation in respect to it.
10. Covenant Not To Compete
For a period continuing for one year after the Closing Date, the Seller
will not develop, implement, market or sell, directly or indirectly, any
internet-based resume database product (except for internal use in connection
with Seller's ongoing activities other than the Business). No employee, officer
or director of Seller shall make available to any other person or firm any
proprietary or confidential data, research, invention, patent, or process
relating to the Business.
12. Indemnity
(a) Seller agrees to indemnify and hold harmless Buyer against and with
respect to any and all obligations and other liabilities arising out of or
relating to the conduct of the Business prior to the Closing Date.
(b) Buyer agrees indemnify and hold harmless Seller against and with
respect to any and all obligations and other liabilities arising out of or
relating to the conduct of the Business on or after the Closing Date.
13. Expenses of Negotiation and Transfer
Each party shall pay such party's own expenses, taxes, and other costs
incident to or resulting from this agreement, whether or not the transactions
contemplated hereby are consummated. The costs of Seller shall include the
preparation of documents of transfer and documentary stamp taxes. Buyer's costs
shall include fees for the filing or recording of instruments of transfer.
14. Notices
Any notice to be given under this agreement shall be given in writing and
delivered personally or by registered or certified mail, postage prepaid, as
follows:
(a) If to Buyer, addressed to Xxxxx X. Xxxxxxx XX, General Counsel,
XXXx.xxx, Inc. 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000.
(b) If to Seller, addressed to Xxxxxxx Xxxxxxxxxxx, Vice President,
International Data Operations, Inc. 000 Xxxxx 00, Xxxxxx X.X. 00000, with copies
to Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxxx & Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
15. Entire Agreement
This instrument contains the entire agreement between the parties with
respect to the transaction contemplated. It 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.
16. Confidentiality and Nondisclosure
All confidential information which shall have been furnished or disclosed
by Buyer or Seller to the other pursuant to this agreement shall be held in
confidence pursuant to the Confidential Nondisclosure Agreement between Buyer
and Seller dated July 11, 2000, attached hereto as Exhibit C, and shall not be
disclosed to any person other than their
Exhibit - 2.4 - Pg. 6
respective employees, directors, legal counsel, accountants or financial
advisors, with a need to have access to such information.
In witness whereof, the parties have executed this agreement on the day
and year first above written.
XXXx.xxx, Inc. International Data Operations, Inc.
d/b/a Xxxxxxx.xxx
By: /s/ T Richfield By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------- -------------------------
Name: Xxxxxx X. Richfield Name: Xxxxxxx Xxxxxxxxxxx
Its: President and C.E.O. Its: Vice President
Exhibit - 2.4 - Pg. 7
EXHIBIT A
---------
Assets:
1. Xxxxxxx.xxx domain name
2. Xxxxxxx.xxx proprietary application code
3. Xxxxxxx.xxx proprietary database
4. All website designs, logos, artwork, etc.
5. All recruiter, employer and job seeker lists
6. All third party software licenses, to the extent transferable
7. Contracts with subscribers (7 expiring by August 1, 2000 and
9 expiring by September 1, 2000, 11 annual contracts expiring
between October 2000 and April 1, 2001)
8. Historical subscriber list
9. "Placeum" and "Xxxxxxx.xxx" trade names (not registered)
10. All good will associated with the Placeum business
11. Computer equipment for Placeum database: one (1) Pentium 200
Dual Processor Computer (webserver) - Linux operating system
and two (2) Pentium 200 Computers (slaves) - Linux operating
system.
Liabilities:
1. $6,170.83 (obligation to provide services under pre-paid
(annual) subscriber agreements expiring between August 1, 2000
and April,l, 2001) to be assumed by Buyer,
2. $841.66 (quarterly subscribers - expiring September 1, 2000)
Exhibit - 2.4 - Pg. 8
Exhibit B
July 17, 2000
Address
Re: Agreement for Sale of Assets of International Data
Operations, Inc. d/b/a Xxxxxxx.xxx ("Purchase
Agreement"), dated as of July 17, 2000 between
International Data Operations, Inc. d/b/a Xxxxxxx.xxx
(the "Seller") and XXXx.xxx, Inc. ("Buyer")
Dear ____________:
I have represented the above-referenced Buyer/Seller in
connection with the above-referenced Purchase Agreement. This
opinion is being delivered to Seller pursuant to paragraph 6.2(e)
of the Purchase Agreement. Except as otherwise indicated,
capitalized terms used herein are defined as set forth in the
Purchase Agreement.
In connection with this opinion, I have examined and relied
upon an executed original or photocopy (certified or otherwise
identified to my satisfaction) of the Purchase Agreement together
with all attached schedules (collectively, the "Transaction
Documents").
I have also examined such corporate records and other
documents and have made such examination of law as I have deemed
necessary in connection with this opinion, including (i) the
Articles of Incorporation of Buyer/Seller, as filed with the
Secretary of State of Florida/Delaware, as amended through the date
hereof, (ii) the ByLaws of Buyer/Seller, and (iii) resolutions of
Buyer/Seller's Board of Directors which authorize the transactions
described in the Transaction Documents.
In connection with this opinion, I have assumed, and to my
knowledge there are no facts inconsistent with, the accuracy and
completeness of all documents and records that I have reviewed, the
genuineness of all signatures, the authenticity of the documents
submitted to me as originals and the conformity to authentic
original documents of all documents submitted to me as certified,
conformed or reproduced copies. I have further assumed, and to my
knowledge there are no facts inconsistent with, the following:
(i) All natural persons involved in the transaction
contemplated by the Purchase Agreement and the other
Transaction Documents (the "Transaction") have sufficient
legal capacity to enter into and perform their respective
obligations under the Purchase Agreement and the other
Transaction Documents or to carry out their roles in the
Transaction.
(ii) Each party to the Transaction other than the Buyer/Seller
(collectively, the "Other Parties") has satisfied all
legal requirements that are applicable to it to the
extent necessary to make the Purchase Agreement and each
Exhibit - 2.4 - Pg. 9
July 17, 2000
Page 2
of the other Transaction Documents enforceable against it.
(iii) Each of the Other Parties has complied with all
legal requirements pertaining to its status as such
status relates to its rights to enforce the
Purchase Agreement and each of the other
Transaction Documents against the Purchaser.
(iv) The Buyer/Seller holds the requisite title to and rights
in any property involved in the Transaction to which it
is purported to hold title and rights.
(v) The conduct of the parties to the Transaction and, to our
knowledge, the conduct of the Buyer/Seller and any agents
acting for or on behalf of such parties in connection
with the Transaction, complies with any requirement of
good faith, fair dealing and conscionability.
(vi) There has not been any mutual mistake of fact or
misunderstanding, fraud, duress or undue influence.
(vii) All statutes, judicial and administrative
decisions, and rules and regulations of
governmental agencies, applicable to this opinion,
are generally available to lawyers practicing in
the Commonwealth of Virginia/State of New York and
are in a format that makes legal research
reasonably feasible.
In rendering this opinion, as to questions of fact material to
this opinion, I have relied to the extent I have deemed such
reliance appropriate, without investigation, on certificates and
other communications from public officials and from officers and
directors of the Buyer/Seller and on the representations and
warranties of the Buyer/Seller set forth in the Purchase Agreement
and the other Transaction Documents.
Wherever I indicate that my opinion with respect to the
existence or absence of facts is based on my knowledge, my opinion
is based solely on my current actual knowledge in connection with
the Transaction, and I have conducted no special investigation of
factual matters in connection with this opinion.
The opinions set forth below are subject to the following
qualifications:
(i) the effects of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting
the rights and remedies of creditors generally;
(ii) the effects of general principles of equity, whether
applied by a court of law or equity, with respect to the
performance and enforcement of the Purchase Agreement and
Exhibit - 2.4 - Pg. 10
July 17, 2000
Page 3
the other Transaction Documents;
(iii) the effects of limitations affecting the enforceability
of remedies to the extent such remedies purport to or
would have the effect of compensating any party thereto
in amounts in excess of the actual loss suffered by such
party;
(iv) the effects of principles of unconscionability;
(v) limitations based upon statutes or upon public policy
which, in either case, restrict a person's right to waive
the benefits of statutory provisions or of a common law
right;
(vi) limitations against releasing a party from or
indemnifying or exculpating a party against liability for
its own wrongful or negligent acts or where such release,
exculpation or indemnification is contrary to public
policy;
(vii) except as may be otherwise expressly provided herein,
references in this opinion letter to a document or an
agreement only refer to that document or agreement as in
effect as of the date hereof and not to any exhibits or
schedules thereto or to other documents referred to therein
or subsequent amendments thereof;
Exhibit - 2.4 - Pg. 11
July 17, 2000
Page 4
(viii) I express no opinion as to the enforceability of any
provision in any Transaction Documents or other document or
agreement which purports, by implication or otherwise, to
state that a failure or delay in exercising rights or
remedies will not operate as a waiver of any such right or
remedy;
(ix) I express no opinion with respect to any provision in any
Transaction Document or other document or agreement that
purports to (a) render ineffective any waiver or
modification not in writing or (b) waive a party's right
to a jury trial or other provisions purporting to affect
the jurisdiction and venue of courts;
(x) I express no opinion with respect to the enforceability
of any provision in any Transaction Document or other
document or agreement that purports to impose the laws of
any jurisdiction other than the laws of the United States
of America and the laws of the Commonwealth of
Virginia/State of New York;
(xi) I express no opinion as to the enforceability of any
covenant not to compete contained in any Transaction
Document or any other document or agreement;
(xii) I expresses no opinion concerning the enforceability of
any provision in the Transaction Documents prohibiting the
transfer or encumbrance of any property or any change in
the legal or beneficial interest in any entity; and
Based upon and subject to the foregoing and to the last
paragraph of this letter, it is my opinion that:
1. Buyer/Seller is a duly organized and validly existing
for-profit corporation under the laws of the State of Florida/State
of Delaware and has full power and authority to execute the
applicable Transaction Documents.
2. The Transaction Documents have been duly authorized,
executed and delivered and constitute the legal, valid and binding
obligations of Buyer/Seller, enforceable in accordance with their
respective terms.
4. Buyer/Seller's execution and delivery of, and the
performance of its obligations under the Transaction Documents (a)
will not conflict with any terms of the Articles of Incorporation
or Bylaws, (b) to my knowledge, will not violate or result in a
material breach of the provisions of, nor constitute a material
default under, any contracts or agreements to which Buyer/Seller is
a party or by which any of them is bound and (c) to my knowledge,
will not conflict with or result in the breach of any court decree
or order of any governmental body binding upon or affecting
Buyer/Seller or any of its properties.
Exhibit - 2.4 - Pg. 12
July 17, 2000
Page 5
5. To my knowledge, there is no litigation, arbitration,
or mediation pending before any court, arbitrator, mediator, or
administrative body, or threatened, against the Buyer/Seller that
would prevent its performance of the Transaction Documents.
6. No consent, approval, authorization or other action by,
or filing with, any governmental authority is required for the
execution and delivery by Buyer/Seller of the Transaction
Documents, and where required, the requisite consent, approval or
authorization has been obtained, the requisite filing has been
accomplished or the requisite action has been taken.
My opinions expressed above are limited to the laws of the
United States of America, the laws of the Commonwealth of
Virginia/State of New York and the corporate laws of the State of
Florida/Delaware (but assuming for purposes hereof that such
corporate laws are identical to the corporate laws of the
Commonwealth of Virginia/State of New York), and I do not express
any opinion herein concerning any other law. In addition, I express
no opinion herein concerning any statutes, ordinances,
administrative decisions, rules or regulations of any country,
town, municipality or special political subdivision (whether
created or enabled through legislative action at the federal, state
or regional level). This opinion is given as of the date hereof and
I assume no obligation to advise you of changes that may hereafter
be brought to my attention. This opinion is furnished by me as
counsel to the Buyer/Seller solely for the information of the
addressee hereof and is not to be quoted in whole or in part or
otherwise referred to, nor is it to be filed with any governmental
agency or any other person, without my prior written consent. No
one other than the addressee hereof and any permissible successor
or assignee is entitled to rely on this opinion. This opinion is
rendered solely for purposes of the Transaction and should not be
relied upon for any other purpose.
Very truly yours,
Exhibit - 2.4 - Pg. 13
Exhibit C
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
--------------------------------------------
This Agreement is entered into this ___ day of July, 2000, between
XXXx.xxx, Inc. ("INFE"), and International Data Operations, Inc.
("IDO"), having offices at: 000 Xxxxx 00, Xxxxxx X.X. 00000.
WHEREAS, the disclosure by the parties of certain proprietary
and trade secret information is necessary for the purchase of
assets by INFE from IDO; and
WHEREAS, the parties desire to protect and maintain the
confidentiality of their respective trade secrets and/or other
proprietary information (hereafter collectively referred to as
"Proprietary Information") and to control and restrict its
dissemination to prevent disclosure to unauthorized parties; and
NOW THEREFORE, INFE and IDO agree to the following:
1. INFE will disclose to IDO such portions of its Proprietary
Information solely to enable IDO to determine the desirability of
the proposed sale of assets of the Xxxxxxx.xxx division of IDO to
INFE; and IDO shall not disseminate any portions of the Proprietary
Information to any third party individual or entity.
2. IDO will disclose to INFE such portions of its Proprietary
Information solely to enable INFE to determine the desirability of
the proposed sale of assets the Xxxxxxx.xxx division of IDO; and
INFE shall not disseminate any portions of the Proprietary
Information to any third party individual or entity.
2. As used in this Agreement, the phrase Proprietary
Information shall include, but not be limited to the following: (a)
information relating to trade secrets, appropriate licenses with
certain third parties, data, designs, samples, drawings,
relationships, documentation, machinery, prototypes, processes,
methods, concepts, facilities, research, development, patent
applications, and other Proprietary Information relating to the
development, testing, manufacture, or application of any such
devices or systems (including but not limited to system concepts,
architectures, source documents and programming documents); and (b)
all marketing or financial plans, projections, resources,
contracts, studies, and general information relating to the
specific business opportunity contemplated herein, whether obtained
verbally or in writing, or through observation. All information,
tangible or intangible, whether obtained verbally or in writing, is
to be considered Proprietary Information.
4. Neither party shall disclose the Proprietary Information
of the other party to any third party whatsoever by without the
prior written approval of the other party and all such information
shall be protected with at least the same diligence, care, and
precaution that each party uses to protect its own Proprietary
Information.
5. The undertakings and obligations of the parties under this
Agreement shall not apply to any information which: (a) is
disclosed in a printed publication available to the general public,
is described by or in a patent anywhere in the world, or is
otherwise in the public domain at the time of disclosure other than
through the wrongful act or omission of the receiving party; (b) is
generally disclosed to third parties by the disclosing party
without restriction on such third parties; (c) is approved for
release by prior, express, written authorization from the
disclosing party.
Exhibit - 2.4 - Pg. 14
8. With respect to each item of Proprietary Information
disclosed, this obligation of the parties under this Agreement
shall expire three (3) years from the date of each such disclosure
or the maximum period permitted by law if such period is less than
three (3) years.
9. No modification, alteration, or addition to this Agreement
shall be binding unless mutually agreed to in writing by both
parties.
10. This Agreement shall be construed, interpreted, and
enforced according to the laws of the Commonwealth of Virginia and
the parties hereto consent to jurisdiction therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
XXXx.xxx, Inc. International Data Operations, Inc.
By: -------------------------- By:-----------------------------
Name: Xxxxxx X. Richfield Name: Shlornie Xxxxxxxxxxx
Its: President and CEO Its: Vice President
